Exhibit 4.1


 





 


EXECUTION VERSION


 


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

as Depositor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


LNR
PARTNERS, LLC,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PENTALPHA
SURVEILLANCE LLC,

as Senior Trust Advisor


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


October 1, 2015


 


JPMBB Commercial Mortgage Securities Trust
2015-C32

Commercial Mortgage Pass-Through Certificates


 


Series 2015-C32


 



    	 



    	 



    


 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE I	 	 
	 	 	 	 	 
	DEFINITIONS	 	 
	 	 	 	 	 
	Section 1.01	 	Defined Terms	 	6
	Section 1.02	 	Certain Calculations	 	112
	 	 	 	 	 
	ARTICLE II	 	 
	 	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS;	 	 
	ORIGINAL ISSUANCE OF CERTIFICATES	 	 
	 	 	 	 	 
	Section 2.01	 	Conveyance of Mortgage Loans	 	113
	Section 2.02	 	Acceptance by Trustee	 	119
	Section 2.03	 	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	 	124
	Section 2.04	 	Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests	 	131
	Section 2.05	 	Creation of the Grantor Trust	 	131
	 	 	 	 	 
	ARTICLE III	 	 
	 	 	 	 	 
	ADMINISTRATION AND	 	 
	SERVICING OF THE TRUST FUND	 	 
	 	 	 	 	 
	Section 3.01	 	Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans and REO Properties	 	132
	Section 3.02	 	Collection of Mortgage Loan Payments	 	139
	Section 3.03	 	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	143
	Section 3.04	 	The Certificate Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account and the Class EC Distribution Account	 	148
	Section 3.05	 	Permitted Withdrawals from the Certificate Account, the Distribution Accounts and the Companion Distribution Account	 	153
	Section 3.06	 	Investment of Funds in the Certificate Account and the REO Account	 	163
	Section 3.07	 	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	165




 



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	Section 3.08	 	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	170
	Section 3.09	 	Realization Upon Defaulted Mortgage Loans and Companion Loans	 	174
	Section 3.10	 	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	 	178
	Section 3.11	 	Servicing Compensation	 	179
	Section 3.12	 	Inspections; Collection of Financial Statements	 	185
	Section 3.13	 	[Reserved.]	 	189
	Section 3.14	 	[Reserved.]	 	189
	Section 3.15	 	Access to Certain Information	 	190
	Section 3.16	 	Title to REO Property; REO Account	 	201
	Section 3.17	 	Management of REO Property	 	203
	Section 3.18	 	Sale of Defaulted Mortgage Loans and REO Properties	 	205
	Section 3.19	 	Additional Obligations of Master Servicer and Special Servicer	 	211
	Section 3.20	 	Modifications, Waivers, Amendments and Consents	 	213
	Section 3.21	 	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	 	222
	Section 3.22	 	Sub-Servicing Agreements	 	228
	Section 3.23	 	Representations, Warranties and Covenants of the Master Servicer	 	231
	Section 3.24	 	Representations, Warranties and Covenants of the Special Servicer	 	233
	Section 3.25	 	Interest Reserve Account	 	234
	Section 3.26	 	[Reserved.]	 	235
	Section 3.27	 	Directing Certificateholder and Senior Trust Advisor Contact with Master Servicer and Special Servicer	 	235
	Section 3.28	 	Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	 	235
	Section 3.29	 	Intercreditor Agreements	 	239
	Section 3.30	 	Rating Agency Confirmation	 	242
	Section 3.31	 	The Senior Trust Advisor	 	243
	Section 3.32	 	Companion Paying Agent	 	250
	Section 3.33	 	Companion Register	 	251
	Section 3.34	 	Certain Matters Relating to the Non-Serviced Mortgage Loans	 	251
	Section 3.35	 	Litigation Control	 	252
	Section 3.36	 	Delivery of Excluded Information to the Certificate Administrator	 	256
	 	 	 	 	 
	ARTICLE IV	 	 
	 	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS	 	 
	 	 	 	 	 
	Section 4.01	 	Distributions	 	257
	Section 4.02	 	Statements to Certificateholders; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	268
	Section 4.03	 	P&I Advances	 	274
	Section 4.04	 	Allocation of Collateral Support Deficit	 	276
	Section 4.05	 	Appraisal Reductions	 	278
	Section 4.06	 	Certificate Deferred Interest	 	281
	Section 4.07	 	Grantor Trust Reporting	 	282




 



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	Section 4.08	 	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	283
	 	 	 	 	 
	ARTICLE V	 	 
	 	 	 	 	 
	THE CERTIFICATES	 	 
	 	 	 	 	 
	Section 5.01	 	The Certificates	 	286
	Section 5.02	 	Form and Registration	 	287
	Section 5.03	 	Registration of Transfer and Exchange of Certificates	 	289
	Section 5.04	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	297
	Section 5.05	 	Persons Deemed Owners	 	297
	Section 5.06	 	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	297
	Section 5.07	 	Maintenance of Office or Agency	 	298
	Section 5.08	 	Appointment of Certificate Administrator	 	298
	Section 5.09	 	Exchangeable Certificates and the Class EC Certificates	 	299
	 	 	 	 	 
	ARTICLE VI	 	 
	 	 	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE SENIOR TRUST ADVISOR AND THE DIRECTING CERTIFICATEHOLDER	 	 
	 	 	 	 	 
	Section 6.01	 	Liability of the Depositor, the Master Servicer, the Senior Trust Advisor and the Special Servicer	 	300
	Section 6.02	 	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Senior Trust Advisor or the Special Servicer	 	301
	Section 6.03	 	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor and Others	 	302
	Section 6.04	 	Depositor, Master Servicer and Special Servicer Not to Resign	 	306
	Section 6.05	 	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	 	307
	Section 6.06	 	The Master Servicer and the Special Servicer as Certificate Owner	 	307
	Section 6.07	 	The Directing Certificateholder	 	308
	 	 	 	 	 
	ARTICLE VII	 	 
	 	 	 	 	 
	SERVICER TERMINATION EVENTS	 	 
	 	 	 	 	 
	Section 7.01	 	Servicer Termination Events; Master Servicer and Special Servicer Termination	 	313
	Section 7.02	 	Trustee to Act; Appointment of Successor	 	321
	Section 7.03	 	Notification to Certificateholders	 	323
	Section 7.04	 	Waiver of Servicer Termination Events	 	324
	Section 7.05	 	Trustee as Maker of Advances	 	324




 



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	ARTICLE VIII	 	 
	 	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 	 
	 	 	 	 	 
	Section 8.01	 	Duties of the Trustee and the Certificate Administrator	 	325
	Section 8.02	 	Certain Matters Affecting the Trustee and the Certificate Administrator	 	326
	Section 8.03	 	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	328
	Section 8.04	 	Trustee or Certificate Administrator May Own Certificates	 	328
	Section 8.05	 	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	328
	Section 8.06	 	Eligibility Requirements for Trustee and Certificate Administrator	 	330
	Section 8.07	 	Resignation and Removal of the Trustee and Certificate Administrator	 	331
	Section 8.08	 	Successor Trustee or Certificate Administrator	 	333
	Section 8.09	 	Merger or Consolidation of Trustee or Certificate Administrator	 	334
	Section 8.10	 	Appointment of Co-Trustee or Separate Trustee	 	334
	Section 8.11	 	Appointment of Custodians	 	335
	Section 8.12	 	Representations and Warranties of the Trustee	 	335
	Section 8.13	 	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	 	337
	Section 8.14	 	Representations and Warranties of the Certificate Administrator	 	337
	Section 8.15	 	Compliance with the Patriot Act	 	338
	 	 	 	 	 
	ARTICLE IX	 	 
	 	 	 	 	 
	TERMINATION	 	 
	 	 	 	 	 
	Section 9.01	 	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	338
	Section 9.02	 	Additional Termination Requirements	 	342
	 	 	 	 	 
	ARTICLE X	 	 
	 	 	 	 	 
	ADDITIONAL REMIC PROVISIONS	 	 
	 	 	 	 	 
	Section 10.01	 	REMIC Administration	 	343
	Section 10.02	 	Use of Agents	 	347
	Section 10.03	 	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	347
	Section 10.04	 	Appointment of REMIC Administrators	 	347
	 	 	 	 	 
	ARTICLE XI	 	 
	 	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 	 
	 	 	 	 	 
	Section 11.01	 	Intent of the Parties; Reasonableness	 	348
	Section 11.02	 	Succession; Subcontractors	 	349


 


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	Section 11.03	 	Filing Obligations	 	351
	Section 11.04	 	Form 10-D Filings	 	352
	Section 11.05	 	Form 10-K Filings	 	355
	Section 11.06	 	Sarbanes-Oxley Certification	 	357
	Section 11.07	 	Form 8-K Filings	 	359
	Section 11.08	 	Form 15 Filing	 	361
	Section 11.09	 	Annual Compliance Statements	 	361
	Section 11.10	 	Annual Reports on Assessment of Compliance with Servicing Criteria	 	363
	Section 11.11	 	Annual Independent Public Accountants’ Attestation Report	 	365
	Section 11.12	 	Indemnification	 	366
	Section 11.13	 	Amendments	 	368
	Section 11.14	 	Regulation AB Notices	 	369
	Section 11.15	 	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	369
	Section 11.16	 	Certain Matters Regarding Significant Obligors	 	374
	Section 11.17	 	Impact of Cure Period	 	374
	 	 	 	 	 
	ARTICLE XII	 	 
	 	 	 	 	 
	MISCELLANEOUS PROVISIONS	 	 
	 	 	 	 	 
	Section 12.01	 	Amendment	 	375
	Section 12.02	 	Recordation of Agreement; Counterparts	 	379
	Section 12.03	 	Limitation on Rights of Certificateholders	 	379
	Section 12.04	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	380
	Section 12.05	 	Notices	 	381
	Section 12.06	 	Severability of Provisions	 	387
	Section 12.07	 	Grant of a Security Interest	 	387
	Section 12.08	 	Successors and Assigns; Third Party Beneficiaries	 	388
	Section 12.09	 	Article and Section Headings	 	388
	Section 12.10	 	Notices to the Rating Agencies	 	388


 





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EXHIBITS




	 	 	 
	Exhibit A-1	 	Form of Class A-1 Certificate
	Exhibit A-2	 	Form of Class A-2 Certificate
	Exhibit A-3	 	Form of Class A-3 Certificate
	Exhibit A-4	 	Form of Class A-4 Certificate
	Exhibit A-5	 	Form of Class A-5 Certificate
	Exhibit A-6	 	Form of Class A-SB Certificate
	Exhibit A-7	 	Form of Class X-A Certificate
	Exhibit A-8	 	Form of Class X-B Certificate
	Exhibit A-9	 	Form of Class X-C Certificate
	Exhibit A-10	 	Form of Class X-D Certificate
	Exhibit A-11	 	Form of Class A-S Certificate
	Exhibit A-12	 	Form of Class B Certificate
	Exhibit A-13	 	Form of Class C Certificate
	Exhibit A-14	 	Form of Class D Certificate
	Exhibit A-15	 	Form of Class E Certificate
	Exhibit A-16	 	Form of Class F Certificate
	Exhibit A-17	 	Form of Class G Certificate
	Exhibit A-18	 	Form of Class EC Certificate
	Exhibit A-19	 	Form of Class NR Certificate
	Exhibit A-20	 	Form of Class R Certificate
	Exhibit A-21	 	Form of Class Z Certificate
	Exhibit B	 	Mortgage Loan Schedule
	Exhibit C	 	Form of Investment Representation Letter
	Exhibit D-1	 	Form of Transferee Affidavit
	Exhibit D-2	 	Form of Transferor Letter
	Exhibit E	 	Form of Request for Release
	Exhibit F-1	 	Form of ERISA Representation Letter regarding ERISA Restricted Certificates
	Exhibit F-2	 	Form of ERISA Representation Letter regarding Class R Certificates and Class Z Certificates
	Exhibit G	 	Form of Statement to Certificateholders
	Exhibit H	 	Form of Omnibus Assignment
	Exhibit I	 	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	Exhibit J	 	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit K	 	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	Exhibit L	 	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit M	 	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	Exhibit N	 	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate


 





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	Exhibit O	 	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	 	Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1B	 	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1C	 	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1D	 	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1E	 	Form of Notice of Excluded Controlling Class Holder
	Exhibit P-1F	 	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit P-1G	 	Form of Certification of the Directing Certificateholder
	Exhibit P-2	 	Form of Certification for NRSROs
	Exhibit P-3	 	Online Market Data Provider Certification
	Exhibit Q	 	Custodian Certification/Exception Report
	Exhibit R-1	 	Form of Power of Attorney – Master Servicer
	Exhibit R-2	 	Form of Power of Attorney – Special Servicer
	Exhibit S	 	Initial Companion Holders
	Exhibit T	 	Form of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit U	 	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit V	 	Form of Senior Trust Advisor Annual Report
	Exhibit W	 	Form of Notice from Senior Trust Advisor Recommending Replacement of Special Servicer
	Exhibit X	 	Form of Confidentiality Agreement
	Exhibit Y	 	Form Certification to be Provided with Form 10-K
	Exhibit Z-1	 	Form of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit Z-2	 	Form of Certification to be Provided to Depositor by Master Servicer
	Exhibit Z-3	 	Form of Certification to be Provided to Depositor by Special Servicer
	Exhibit Z-4	 	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Z-5	 	Form of Certification to be Provided to Depositor by Senior Trust Advisor
	Exhibit Z-6	 	Form of Certification to be Provided to Depositor by Custodian
	Exhibit AA	 	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit BB	 	Additional Form 10-D Disclosure
	Exhibit CC	 	Additional Form 10-K Disclosure
	Exhibit DD	 	Form 8-K Disclosure Information
	Exhibit EE	 	Additional Disclosure Notification
	Exhibit FF	 	Initial Sub-Servicers
	Exhibit GG	 	Servicing Function Participants
	Exhibit HH	 	Form of Annual Compliance Statement
	Exhibit II	 	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	 	CREFC® Payment Information


 





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	Exhibit KK	 	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	 	Form of Notice of Exchangeable Certificates for the Class EC Certificates
	Exhibit MM	 	Additional Disclosure Notification (Accounts)
	Exhibit NN	 	Form of Notice of Purchase of Controlling Class Certificate
	Exhibit OO	 	Form of Notice Requesting Election of a Directing Certificateholder


 



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SCHEDULES




	 	 	 
	Schedule 1	 	Mortgage Loans With Additional Debt
	Schedule 2	 	Class A-SB Planned Principal Balance Schedule
	Schedule 3	 	Mortgage Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves


 


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


 


PRELIMINARY STATEMENT:


 


The Depositor intends
to sell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder
in multiple classes (each, a “Class”), which in the aggregate will evidence the entire beneficial ownership
interest in the trust fund (the “Trust Fund”) to be created hereunder, the primary assets of which will be a
pool of commercial mortgage loans. As provided herein, the Certificate Administrator shall elect or shall cause an election to
be made to treat designated portions of the Trust Fund (exclusive of the Excess Interest, the proceeds thereof in the Excess Interest
Distribution Account, any Exchangeable Certificates that have been exchanged for the Class EC Certificates and the proceeds thereof
in the Class EC Distribution Account) for federal income tax purposes as two separate real estate mortgage investment conduits
(the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, and each a “Trust REMIC”
as described herein).


 


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


 


The Depositor intends
to sell the Certificates to the Underwriters and the Initial Purchasers.


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA1, Class LA2, Class LA3, Class LA4, Class
LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LNR Uncertificated Interests (the
“Uncertificated Lower-Tier Interests”), which will evidence the “regular interests” in the Lower-Tier REMIC created hereunder. The Lower-Tier


 


    	 



    	 



    

 


 REMIC will also issue the uncertificated Class LR Interest, which is the sole Class of
“residual interest” in the Lower-Tier REMIC and is represented by the Class R Certificates.


 


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


 


	 	 	Interest Rate or	 	 	 	 
	 	 	Pass-Through	 	Original Lower-Tier
	Class Designation	 	Rate	 	Principal Amount
	Class LA1	 	(1)	 	$	80,183,000	 
	Class LA2	 	(1)	 	$	 244,690,000	 
	Class LA3	 	(1)	 	$	 28,747,000	 
	Class LA4	 	(1)	 	$	 100,000,000	 
	Class LA5	 	(1)	 	$	 234,856,000	 
	Class LASB	 	(1)	 	$	 115,238,000	 
	Class LAS	 	(1)	 	$	 51,667,000	 
	Class LB	 	(1)	 	$	 57,408,000	 
	Class LC	 	(1)	 	$	 99,029,000	 
	Class LD	 	(1)	 	$	 50,232,000	 
	Class LE	 	(1)	 	$	 28,705,000	 
	Class LF	 	(1)	 	$	 11,481,000	 
	Class LG	 	(1)	 	$	 11,482,000	 
	Class LNR	 	(1)	 	$	 34,444,648	 
	Class LR	 	None (2)	 	       None




 

 





	(1)	The interest rate for such Class of Uncertificated Lower-Tier
Interests on any Distribution Date will be the Weighted Average Net Mortgage Rate for such Distribution Date.



 


	(2)	The Class LR Interest (evidenced by the Class R Certificates)
will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Yield
Maintenance Charges. Any Available Distribution Amount remaining in the Lower-Tier REMIC Distribution Account after distributing
the Lower-Tier Distribution Amount will be deemed distributed to the Class LR Interest and shall be payable to the Holders of
the Class R Certificates.



 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Uncertificated Lower-Tier Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-SB, Class X-A, Class X-B, Class X-C, Class X-D, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class NR
Certificates which will evidence the “regular interests” in the Upper-Tier REMIC created hereunder. The Upper-Tier
REMIC also will issue the uncertificated Class UR Interest, which is the sole Class of “residual interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.


 


THE CERTIFICATES


 


The following table (and
related paragraphs) sets forth the designation, the pass-through rate (the “Pass-Through Rate”) and the aggregate
initial principal amount (the “Original Certificate Balance”) or Notional Amount (the “Original Notional
Amount”), as applicable, for each Class of Certificates:


 


    	-2-



    	 



    

 


	Class Designation	 	
        Initial Pass-Through Rate 
	 	
        Original

Certificate

Balance or

Notional Amount 

	Class A-1 Certificates	 	1.5109%	 	$80,183,000
	Class A-2 Certificates	 	2.8164%	 	$244,690,000
	Class A-3 Certificates	 	3.4188%	 	$28,747,000
	Class A-4 Certificates	 	3.3293%	 	$100,000,000
	Class A-5 Certificates	 	3.5982%	 	$234,856,000
	Class A-SB Certificates	 	3.3582%	 	$115,238,000
	Class X-A Certificates	 	1.6868130%(1)(2)	 	$855,381,000
	Class X-B Certificates	 	0.4304380%(1)(2)	 	$57,408,000
	Class X-C Certificates	 	0.0000%(1)(2)	 	$99,029,000
	Class X-D Certificates	 	0.5000%(1)(2)	 	$50,232,000
	Class A-S Certificates	 	3.9844%	 	$51,667,000
	Class B Certificates	 	4.3888%	 	$57,408,000
	Class C Certificates	 	4.8192380%	 	$99,029,000
	Class D Certificates	 	4.3192380%	 	$50,232,000
	Class E Certificates	 	4.8192380%	 	$28,705,000
	Class F Certificates	 	4.8192380%	 	$11,481,000
	Class G Certificates	 	4.8192380%	 	$11,482,000
	Class NR Certificates	 	4.8192380%	 	$34,444,648
	Class R Certificates	 	None(4)	 	N/A
	Class Z Certificates(5)	 	None(4)	 	N/A


 

 







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



 


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



 


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



 


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



 


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



 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $1,148,162,649.


 


    	-3-



    	 



    

 


The initial Certificate
Balance of a Class of Exchangeable Certificates represents the principal balance of such Class without giving effect to any exchange
and conversion for Class EC Certificates. The initial Certificate Balance of the Class EC Certificates is equal to the aggregate
of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal balance of the Class
EC Certificates that could be issued in an exchange and conversion. The Class EC Certificates will not have a Pass-Through Rate,
but will receive distributions of principal and interest that would otherwise be distributable to the Exchangeable Certificates
that were converted in an exchange for such Class EC Certificates. For the initial Distribution Date, the effective Pass-Through
Rate of the Class EC Certificates is 4.4932%.


 


The Civic Opera Building
Pari Passu Companion Loan, the U-Haul Portfolio Pari Passu Companion Loan, the First National Building Pari Passu Companion Loan,
the One Shell Square Pari Passu Companion Loan, the Eastmont Town Center Pari Passu Companion Loan, the Brunswick Portfolio Pari
Passu Companion Loans, the Hyatt Place Texas Portfolio Pari Passu Companion Loan, the New Center One Building Pari Passu Companion
Loan and any AB Subordinate Companion Loan (each a “Companion Loan” and collectively, the “Companion
Loans”) are not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage
Loan that is part of the Trust Fund. As and to the extent provided herein, any Companion Loan (other than any Non-Serviced Companion
Loan) will be serviced and administered in accordance with this Agreement. Amounts attributable to any Companion Loan will not
be assets of the Trust Fund, and (except to the extent that such amounts are payable or reimbursable to any party to this Agreement)
will be owned by the related Companion Holders.


 


The Civic Opera Building
Whole Loan consists of the Civic Opera Building Mortgage Loan and the Civic Opera Building Pari Passu Companion Loan. The Civic
Opera Building Mortgage Loan and the Civic Opera Building Pari Passu Companion Loan are pari passu with each other. The
Civic Opera Building Mortgage Loan is part of the Trust Fund. The Civic Opera Building Pari Passu Companion Loan is not part of
the Trust Fund. The Civic Opera Building Mortgage Loan and the Civic Opera Building Pari Passu Companion Loan will be serviced
and administered in accordance with the JPMBB Commercial Mortgage Securities Trust 2015-C31 Pooling and Servicing Agreement and
the Civic Opera Building Intercreditor Agreement.


 


The U-Haul Portfolio
Whole Loan consists of the U-Haul Portfolio Mortgage Loan, the U-Haul Portfolio Pari Passu Companion Loans and the U-Haul Portfolio
Subordinate Companion Loans. The U-Haul Portfolio Mortgage Loan and the U-Haul Portfolio Pari Passu Companion Loans are pari
passu with each other, and each is senior to the U-Haul Portfolio Subordinate Companion Loans. The U-Haul Portfolio Mortgage
Loan is part of the Trust Fund. None of the U-Haul Portfolio Pari Passu Companion Loans or the U-Haul Portfolio Subordinate Companion
Loans is part of the Trust Fund. The U-Haul Portfolio Whole Loan will be serviced and administered in accordance with the U-Haul
Portfolio Trust and Servicing Agreement and the U-Haul Portfolio Intercreditor Agreement.


 


The First National Building
Whole Loan consists of the First National Building Mortgage Loan and the First National Building Pari Passu Companion Loan. The
First National Building Mortgage Loan and the First National Building Pari Passu Companion Loan are pari


 


    	-4-



    	 



    

 


passu with each
other. The First National Building Mortgage Loan is part of the Trust Fund. The First National Building Pari Passu Companion Loan
is not part of the Trust Fund. The First National Building Mortgage Loan and the First National Building Pari Passu Companion Loan
will be serviced and administered in accordance with this Agreement and the First National Building Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


The New Center One Building
Whole Loan consists of the New Center One Building Mortgage Loan and the New Center One Building Pari Passu Companion Loan. The
New Center One Building Mortgage Loan and the New Center One Building Pari Passu Companion Loan are pari passu with each
other. The New Center One Building Mortgage Loan


 


    	-5-



    	 



    

 


is part of the Trust Fund. The New Center One Building Pari Passu Companion Loan
is not part of the Trust Fund. The New Center One Building Mortgage Loan and the New Center One Building Pari Passu Companion Loan
will be serviced and administered in accordance with this Agreement and the New Center One Building Intercreditor Agreement.


 


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


 


Article
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


“AB Control
Appraisal Period”: The “Control Appraisal Period” as defined in the AB Intercreditor Agreement. For the avoidance
of doubt, there is no AB Control Appraisal Period with respect to the U-Haul Portfolio Whole Loan.


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further
amended in accordance with the terms thereof. The U-Haul Portfolio Intercreditor Agreement is an AB Intercreditor Agreement.


 


“AB Mortgage
Loan”: A senior “A note” included in the Trust that is part of an AB Whole Loan and which is a Mortgage Loan
that is part of the Trust. The U-Haul Portfolio Mortgage Loan is an AB Mortgage Loan.


 


“AB Mortgaged
Property”: The Mortgaged Property which secures the related AB Whole Loan. The U-Haul Portfolio Mortgaged Property is
an AB Mortgaged Property.


 


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note
made by the related Mortgagor


 


    	-6-



    	 



    

 


and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust
and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan
documents and as provided in the related Intercreditor Agreement. Each of the U-Haul Portfolio Subordinate Companion Loans is an
AB Subordinate Companion Loan.


 


“AB Whole Loan”:
 A Whole Loan, which consists of such Mortgage Loan, Pari Passu Companion Loans (if any) and the related AB Subordinate Companion
Loan. The U-Haul Portfolio Whole Loan is an AB Whole Loan.


 


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


 


“Acceptable
Insurance Default”:  With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole
Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor
to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty
insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related
Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused
by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case
as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action, provided that
the Special Servicer has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard and (unless
a Control Event has occurred and is continuing (or other than with respect to any Excluded Loan), with the consent of the Directing
Certificateholder (and after a Control Event has occurred, but prior to the occurrence of a Consultation Termination Event (or
other than with respect to any Excluded Loan), after consultation with the Directing Certificateholder as provided in Section
6.07 hereof)) (or, with respect to a Serviced AB Whole Loan, and prior to the occurrence and continuance of any related AB
Control Appraisal Period, with the consent of the related AB Whole Loan Controlling Holder to the extent required under the related
Intercreditor Agreement), that either (a) such insurance is not available at commercially reasonable rates and that such hazards
are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around
the region in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate; provided,
however, that the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, the related AB Whole Loan Controlling
Holder prior to the occurrence and continuance of any AB Control Appraisal Period to the extent required under the related Intercreditor
Agreement) will not have more than thirty (30) days to respond to the Special Servicer’s request for such consent or consultation;
provided, further, that upon the Special Servicer’s determination, consistent with the Servicing Standard,
that exigent circumstances do not allow the Special Servicer to consult with the Directing Certificateholder or any applicable
AB Whole Loan Controlling Holder, as applicable, the Special Servicer is not required to do so. Each of the Master Servicer (at
its own expense) and the Special Servicer (at the expense of the


 


    	-7-



    	 



    

 


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


 


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


 


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


 


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


 


    	-8-



    	 



    

 


“Actual/360
Mortgage Loans”: The Mortgage Loans, to the extent indicated as such in the Mortgage Loan Schedule.


 


“Additional
Debt”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under
such Mortgage Loan that is secured by the related Mortgaged Property as of the Closing Date as set forth on Schedule 1 hereto,
as increased or decreased from time to time pursuant to the terms of the related subordinate or pari passu loan documents
(including any Intercreditor Agreement or subordination agreement).


 


“Additional
Disclosure Notification”: The form of notification to be included with any Additional Form 10-D Disclosure, Additional
Form 10-K Disclosure or Form 8-K Disclosure Information which is attached hereto as Exhibit EE.


 


“Additional
Exclusions”: Exclusions in addition to those customarily found in the insurance policies for mortgaged properties similar
to the Mortgaged Properties on or prior to September 11, 2001.


 


“Additional
Form 10-D Disclosure”: As defined in Section 11.04(a).


 


“Additional
Form 10-K Disclosure”: As defined in Section 11.05(a).


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that services any
of the Mortgage Loans and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer, who services
10% or more of the Mortgage Loans by unpaid principal balance as of any date of determination pursuant to Article XI.


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate (which such fee rate accounts for the Trustee Fee), the
Senior Trust Advisor Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate, in each case computed
on the basis of the Stated Principal Balance of the related Mortgage Loan, and in the same manner as interest is calculated on
such Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 


    	-9-



    	 



    

 


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


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 


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


 


“Appraisal Reduction”:
For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced
Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer ((i) prior
to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan, in consultation with
the Directing Certificateholder, and, after the occurrence and during the continuance of a Control Event, in consultation with
the Senior Trust Advisor), as of the first Determination Date that is at least ten (10) Business Days following the date on which
the Special Servicer receives an Appraisal or conducts a valuation described below, equal to the excess of (a) the Stated Principal
Balance of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan, as the case may be, over (b)
the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or more
Appraisals obtained by the Special Servicer with respect to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized
with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess
of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation performed
by the Special Servicer with respect to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such
Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus,
with respect to any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to
do so) based upon its review of the Appraisal and any other information it deems relevant and (B) all escrows, letters of credit
and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as applicable,


 


    	-10-



    	 



    

 


as of the date of calculation over (ii) the
sum of, as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced by the
Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a
per annum rate equal to its Mortgage Rate (and, with respect to any AB Whole Loan, any accrued and unpaid interest on the
related AB Subordinate Companion Loan), (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the
related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole
Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as
applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special
Servicing Fees and all other amounts due and unpaid with respect to such Mortgage Loan or Serviced Whole Loan, as the case may
be (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special
Servicer or the Trustee, as applicable); provided, however, without limiting the Special Servicer’s obligation
to order and obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal or performed
such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event (or with respect to the
Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of Appraisal Reduction Event, within
one hundred-twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred-twenty (120) days, as applicable
(in case of clause (vi)) after the initial delinquency for the related Appraisal Reduction Event), the amount of the Appraisal
Reduction shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or
Serviced Whole Loan, as applicable, until such time as such appraisal or valuation referred to above is received by the Special
Servicer and the Appraisal Reduction is calculated as of the first Determination Date that is at least ten (10) Business Days thereafter.
Within sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive
an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance); provided, further,
however, that with respect to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal
Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred-twenty
(120)-day period set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause
(vi) of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive
such Appraisal within the ninety (90)-day period or one hundred-twenty (120)-day period, as applicable, set forth in such clause
(vi); provided, further, however, that in no event shall the Special Servicer be required to order any
such Appraisal prior to the conclusion of such sixty (60), ninety (90), or one hundred-twenty (120)-day period, as applicable,
and in each case, the related Appraisal shall be promptly delivered in electronic format by the Special Servicer to the Master
Servicer, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event), the Certificate
Administrator and the Trustee. In connection with any Appraisal Reduction, the Master Servicer shall
provide the Special Servicer with the information as set forth in Section 4.05(c). The Master Servicer will not calculate
Appraisal Reductions.


 


With respect to any Appraisal
Reduction calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a)
hereof, the Appraised Value for the related Mortgaged Property determined in connection with


 


    	-11-



    	 



    

 


clause (b)(i)(A)(1) or clause
(b)(i)(A)(2) of the first paragraph of this definition shall be determined on an “as-is” basis.


 


Notwithstanding anything
herein to the contrary, the aggregate Appraisal Reduction related to a Mortgage Loan or the related REO Property will be reduced
to zero as of the date on which such Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust
Fund or as otherwise set forth in Section 4.05(d).


 


Any Appraisal Reduction
in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to
the terms of the applicable Non-Serviced Pooling Agreement.


 


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan
and Serviced Whole Loan, the earliest of (i) one hundred-twenty (120) days after an uncured delinquency (without regard to the
application of any grace period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such
Mortgage Loan or Companion Loan, as applicable, (ii) the date on which a reduction in the amount of Monthly Payments on such Mortgage
Loan or Companion Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or Companion Loan,
as applicable, (other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage
Loan or Companion Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which a receiver has been
appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor declares bankruptcy (and not otherwise
dismissed within such time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed with respect
to a Mortgagor if not dismissed within such time, (vi) ninety (90) days after an uncured delinquency occurs in respect of a Balloon
Payment with respect to such Mortgage Loan or Companion Loan, as applicable, except where a refinancing is anticipated within one
hundred-twenty (120) days after the Maturity Date of the Mortgage Loan or Companion Loan, as applicable, in which case one hundred-twenty
(120) days after such uncured delinquency, and (vii) immediately after such Mortgage Loan or Companion Loan, as applicable, becomes
an REO Loan; provided, however, that the 30-day period referenced in clauses (iii) and (iv) above shall
not apply if the related Mortgage Loan is a Specially Serviced Mortgage Loan; provided, further, however,
that an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Regular
Certificates (other than the Class A-1, Class A-2, Class A-3 Class A-4, Class A-5 and Class A-SB Certificates) have been reduced
to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder and the Senior Trust Advisor, or
the Master Servicer shall notify the Special Servicer and the Senior Trust Advisor, as applicable, promptly upon such Person having
notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence
of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05 hereof.


 


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


 


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


 


    	-12-



    	 



    

 


applicable, and with respect
to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined pursuant to the applicable Non-Serviced
Pooling Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Assignment
of Mortgage”: An assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in recordable
form, which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record
the sale of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket
assignments covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction, if permitted by law and acceptable
for recording.


 


“Assumed Scheduled
Payment”: For any Due Period and with respect to any Mortgage Loan that is delinquent in respect of its Balloon Payment
or any REO Loan (excluding, for purposes of determining or making P&I Advances, the portion allocable to any related Companion
Loan), an amount equal to the sum of (a) the principal portion of the Monthly Payment that would have been due on such Mortgage
Loan or REO Loan on the related Due Date based on the constant payment required by the related Mortgage Note or the original amortization
schedule of such Mortgage Loan (as calculated with interest at the related Mortgage Rate), if applicable, assuming such Balloon
Payment has not become due, after giving effect to any reduction in the principal balance thereof occurring in connection with
a modification of such Mortgage Loan in connection with a default or bankruptcy (or similar proceeding), and (b) interest on the
Stated Principal Balance of such Mortgage Loan or REO Loan (excluding, for purposes of determining P&I Advances, the portion
allocable to any related Companion Loan, if applicable) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate).


 


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent pursuant to Section 5.02(a).


 


“Available Distribution
Amount”: With respect to any Distribution Date, an amount equal to the sum of (without duplication):


 


(a)        the
aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received
by the Trust pursuant


 


    	-13-



    	 



    

 


to the related Non-Serviced Pooling Agreement and/or the related Non-Serviced Intercreditor Agreement) and
any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the Master
Servicer pursuant to Section 3.19(a)) on deposit in the Certificate Account (in each case, exclusive of any amount on deposit
in or credited to any portion of the Certificate Account that is held for the benefit of the Companion Holders), the Distribution
Accounts and, without duplication, the REO Account, in each case, exclusive of any amount on deposit in or credited to any portion
of the REO Account that is held for the benefit of the Companion Holders, as of the close of business on the related P&I Advance
Date, exclusive of (without duplication):


 


(i)        all
Monthly Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related Due Period,
excluding interest relating to payments prior to, but due after, the Cut-off Date;


 


(ii)       all
unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related
Due Date for the related Mortgage Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries,
in each case, received subsequent to the related Determination Date (or, with respect to voluntary Principal Prepayments for each
Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to
the Mortgage Loans;


 


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


 


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


 


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


 


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


 


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


 


    	-14-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


“Balloon Mortgage
Loan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered into as
of the Closing Date provides for an amortization schedule for such Mortgage Loan or Companion Loan extending beyond its Maturity
Date.


 


“Balloon Payment”:
With respect to any Balloon Mortgage Loan, as of any date of determination, the Monthly Payment payable on the Maturity Date of
such Balloon Mortgage Loan.


 


“Bankruptcy
Code”: The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code).


 


“Base Interest
Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates, a fraction (a) whose numerator
is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class of Certificates, and (ii) the
discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect
to such Principal Prepayment and (b) whose denominator is the greater of zero and the difference between (i) the Mortgage Rate
on such Mortgage Loan (or with respect to any Mortgage Loan that is part of a Serviced Whole Loan, the Mortgage Rate of such Serviced
Whole Loan), and (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance
Charge with respect to such Principal Prepayment. However, (1) under no circumstances shall the Base Interest Fraction be greater
than one or less than zero, (2) if such discount rate is greater than or equal to the Mortgage Rate on the related Mortgage Loan
or Serviced Whole Loan, and is greater than or equal to the Pass-Through Rate on such Class of Certificates, then the Base Interest
Fraction shall equal zero and (3) if the discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced
Whole Loan, as applicable, and is less than the Pass-Through Rate on such Class of Certificates, then the Base


 


    	-15-



    	 



    

 


Interest Fraction
will be one (1). The Master Servicer shall provide to the Certificate Administrator the discount rate referenced above for purposes
of calculating the Base Interest Fraction.


 


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


 


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


 


“Borrower Party
Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or a mezzanine lender that has
accelerated the related mezzanine loan (unless (i) acceleration was automatic under such mezzanine loan, (ii) the event directly
giving rise to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender or an Affiliate
of such mezzanine lender, and (iii) such mezzanine lender is stayed from exercising and has not commenced the exercise of remedies
associated with foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure or enforcement proceedings
against the equity collateral pledged to secure the related mezzanine loan, (a) any other Person controlling or controlled by or
under common control with such borrower, Mortgagor, manager or mezzanine lender, as applicable, or (b) any other Person owning,
directly or indirectly, 25% or more of the beneficial interests in such borrower, Mortgagor, manager or mezzanine lender, as applicable.
For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


“Borrower-Related
Party”: As defined in Section 3.35(a).


 


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


 


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


 


“Brunswick Portfolio
Mortgage Loan”: With respect to the Brunswick Portfolio Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 16 on the Mortgage Loan Schedule), which is designated as promissory note A-2-II, and is pari


 


    	-16-



    	 



    

 


passu
in right of payment with the Brunswick Portfolio Pari Passu Companion Loans to the extent set forth in the Brunswick Portfolio
Intercreditor Agreement.


 


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


 


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


 


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


 


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in Charlotte, North Carolina, Oakland, California,
Overland Park, Kansas, Minneapolis, Minnesota, New York, New York, Pittsburgh, Pennsylvania, San Francisco, California, Bethesda,
Maryland, Miami, Florida or the city and state in which the Corporate Trust Office of the Trustee or the Certificate Administrator,
or the principal place of business or principal commercial mortgage loan servicing office of the Master Servicer or the Special
Servicer is located, or the New York Stock Exchange or the Federal Reserve System of the United States of America are authorized
or obligated by law or executive order to remain closed.


 


“CERCLA”:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2015-C32, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section
3.04(a) on behalf of the Trustee for the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association,
as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
of JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, Certificate
Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking
into account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan
to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section
3.04(b) that is part of the Certificate Account shall be for the benefit of the related Companion Holder, to the extent funds
on deposit


 


    	-17-



    	 



    

 


in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust Fund or either Trust
REMIC formed hereunder.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed
hereunder. Wells Fargo Bank, National Association shall perform the certificate administrator role through its Corporate Trust
Services division.


 


“Certificate
Administrator Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s
activities under this Agreement; provided that the Certificate Administrator Fee includes the Trustee Fee, and the Certificate
Administrator shall pay the Trustee Fee to the Trustee.


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.0042%
per annum and the Stated Principal Balance of the related Mortgage Loan (including any Non-Serviced Mortgage Loan) (calculated
in the same manner as interest is calculated on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related
to any Companion Loan) as of the preceding Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


 


“Certificate
Administrator’s Website”: The Certificate Administrator’s Internet website, which shall initially be located
at www.ctslink.com.


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates (i) on or prior to the first Distribution Date,
an amount equal to the Original Certificate Balance of such Class as specified in the Preliminary Statement hereto and (ii) as
of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Principal Balance Certificates
on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)).
The initial Certificate Balance of a Class of Exchangeable Certificates represents the principal balance of such Class without
giving effect to any exchange and conversion for Class EC Certificates. The initial Certificate Balance of the Class EC Certificates
is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal
balance of such Class that could be issued in an exchange and conversion. In the event that no Exchangeable Certificates are converted
to Class EC Certificates, the Class EC Certificate Balance would be equal to zero. For purposes of distributions to the Certificates
pursuant to this Agreement, other than for federal income tax purposes, any exchange of (i) a portion of the Exchangeable Certificates
will result in a conversion and reduction, on a dollar-for-dollar basis, of a proportionate share of each related component Class
of the Exchangeable Certificates, and a conversion and increase, on a dollar-for-dollar basis, of the Certificate Balance of the
Class EC Certificates, and (ii) any amount of the Class EC Certificates will result in a conversion and reduction, on a dollar-for-dollar
basis, of the Certificate Balance of the Class EC Certificates converted, and a conversion and increase, on a dollar-for-dollar
basis, of a proportionate share of the related Certificate Balances of each Class of Certificates that are components of the Exchangeable
Certificates.


 


    	-18-



    	 



    

 


“Certificate
Deferred Interest”: For any Distribution Date, with respect to any Class of Principal Balance Certificates, an amount
equal to the Mortgage Deferred Interest allocated to such Class of Principal Balance Certificates pursuant to Section 4.06(a).
With respect to each Class of Exchangeable Certificates and the Class EC Certificates, for purposes of determining allocations
under Section 4.06(a) of this Agreement as between the Exchangeable Certificates and the Class EC Certificates, all amounts
of Certificate Deferred Interest of each Class of Exchangeable Certificates for any Distribution Date shall be determined without
regard to any exchange and conversion of such Exchangeable Certificates for Class EC Certificates; provided, however,
that all amounts of Certificate Deferred Interest that would otherwise be allocable to Exchangeable Certificates that have been
exchanged and converted for Class EC Certificates shall be deemed allocable to such Class EC Certificates, without duplication.


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a manager of a Mortgaged Property, a Mortgagor or any Affiliate of any of such Persons
shall be deemed not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned
by an Excluded Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely
with respect to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates
owned by the Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to the Special Servicer or such
Affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall
not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent,
approval, waiver or take any such action has been obtained; provided, however, that the foregoing restrictions shall
not apply in the case of the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special
Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such
Persons unless such consent, approval or waiver sought from such party would in any way increase its compensation or limit its
obligations in the named capacities hereunder or waive a


 


    	-19-



    	 



    

 


Servicer Termination Event; provided, further, however,
that so long as there is no Servicer Termination Event with respect to the Master Servicer or the Special Servicer, the Master
Servicer and the Special Servicer or such Affiliate of either shall be entitled to exercise such Voting Rights with respect to
any issue which could reasonably be believed to adversely affect such party’s compensation or increase its obligations or
liabilities hereunder; and provided, further, however, that such restrictions shall not apply to the exercise
of the Special Servicer’s, the Master Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their
or their Affiliates’ rights as a member of the Controlling Class. The Trustee and the Certificate Administrator shall each
be entitled to request and rely upon a certificate of the Master Servicer, the Special Servicer or the Depositor in determining
whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Holders”
or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and the Depository Participants, except as otherwise specified herein; provided, however,
that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder”
only the Person in whose name a Certificate is registered in the Certificate Register.


 


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


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


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


 


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


 


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


 


“Civic Opera
Building Pari Passu Companion Loan”: With respect to the Civic Opera Building Whole Loan, the Companion Loan evidenced
by the related promissory note


 


    	-20-



    	 



    

 


made by the related Mortgagor and secured by the Mortgage on the Civic Opera Building Mortgaged
Property, which is not included in the Trust and which is pari passu in right of payment to the Civic Opera Building Mortgage
Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Civic Opera Building Intercreditor Agreement.


 


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


 


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


 


“Class A Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB and Class A-S Certificate.


 


“Class A-1 Certificate”:
A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-1 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 1.5109%.


 


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


 


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.8164%.


 


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


 


“Class A-3 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.4188%.


 


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


 


“Class A-4 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.3293%.


 


    	-21-



    	 



    

 


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


 


“Class A-5 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.5982%.


 


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


 


“Class A-S Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.9844%.


 


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


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.3582%.


 


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


 


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


 


“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.3888% and (ii) the
Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class C Certificate”:
A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-13 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class D Certificate”:
A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-14 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


    	-22-



    	 



    

 


“Class E Certificate”:
A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-15 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class EC Certificate”:
Any one of the Certificates with a “Class EC” designation on the face thereof, executed and authenticated by the Certificate
Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-18 to this Agreement.
For federal income tax purposes, the Class EC Certificates represent undivided beneficial interests in the related portion of the
Grantor Trust in respect of the Exchangeable Certificates that have been exchanged and converted for Class EC Certificates. Upon
any such exchange and conversion, the Exchangeable Certificates so exchanged and converted shall cease to be outstanding, but the
regular interests in the Upper-Tier REMIC represented by such Exchangeable Certificates shall continue to be outstanding in uncertificated
form in the Grantor Trust and shall henceforth be represented by the Class EC Certificates.


 


“Class EC Distribution
Account”: The segregated trust account or accounts created and maintained as a separate account or accounts by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(g) of this Agreement, which shall be entitled “Wells
Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee,
for the benefit of the holders of JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates,
Class EC Distribution Account,” and which must be an Eligible Account or a subaccount of an Eligible Account. The Class EC
Distribution Account shall not be an asset of either Trust REMIC formed hereunder, but rather shall be an asset of the Grantor
Trust.


 


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


 


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


 


“Class G Certificate”:
A Certificate designated as “Class G” on the face thereof, in the form of Exhibit A-17 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


    	-23-



    	 



    

 


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


 


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


 


“Class LA4 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


“Class LA5 Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 


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


 


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


 


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


 


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


 


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


 


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




 


    	-24-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


“Class NR Certificate”:
A Certificate designated as “Class NR” on the face thereof, in the form of Exhibit A-19 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


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


 


    	-25-



    	 



    

 


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


 


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


 


“Class X Certificates”:
The Class X-A Certificates, Class X-B Certificates, Class X-C Certificates and Class X-D Certificates, or any of the Class X-A
Certificates, Class X-B Certificates, Class X-C Certificates or Class X-D Certificates, as the context may require.


 


“Class X-A Certificate”:
A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-7 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC provisions.


 


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


 


“Class X-A Pass-Through
Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date shall equal the excess, if any of (a)
the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates
on the Class A Certificates for such Distribution Date, weighted on the basis of their respective Certificate Balances (calculated
without giving effect to any exchange and conversion of any Class A-S Certificates for Class EC Certificates) immediately prior
to the Distribution Date. The Pass-Through Rate applicable to the Class X-A Certificates for the initial Distribution Date shall
be the rate set forth in the Preliminary Statement hereto.


 


“Class X-B Certificate”:
A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-8 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC provisions.


 


“Class X-B Notional
Amount”: As of any date of determination, the Certificate Balance of the Class B Certificates (determined without giving
effect to any exchange and conversion of any Class B Certificates for Class EC Certificates).


 


“Class X-B Pass-Through
Rate”: The Pass-Through Rate for the Class X-B Certificates for any Distribution Date shall equal the excess, if any
of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class B
Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-B Certificates for the initial Distribution
Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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“Class X-C Notional
Amount”: As of any date of determination, the Certificate Balance of the Class C Certificates (determined without giving
effect to any exchange and conversion of any Class C Certificates for Class EC Certificates).


 


“Class X-C Pass-Through
Rate”: The Pass-Through Rate for the Class X-C Certificates for any Distribution Date shall equal the excess, if any
of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class C
Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-C Certificates for the initial Distribution
Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


“Class X-D Pass-Through
Rate”: The Pass-Through Rate for the Class X-D Certificates for any Distribution Date shall equal the excess, if any
of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate on the Class D
Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-D Certificates for the initial Distribution
Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


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


 


“Closing Date”:
October 29, 2015.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


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“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Wells Fargo
Bank, National Association, as Companion Paying Agent for the benefit of the Companion Holders of the Companion Loans, relating
to the JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32.”
The Companion Distribution Account shall not be an asset of the Trust Fund, either Trust REMIC or the Grantor Trust, but instead
shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an Eligible Account.
Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution
Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


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


 


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


 


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


 


“Compensating
Interest Payments”: With respect to each Mortgage Loan (other than the Non-Serviced Mortgage Loans) and any related Serviced
Pari Passu Companion Loan, an amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans and any
related Serviced Pari Passu Companion Loan (in each case other than a Specially Serviced Mortgage Loan or a Mortgage Loan or any
related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable
Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing
Fees for such Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for
which such Servicing Fees are being paid for such Due Period, calculated at a rate of 0.0025% per annum, (B) all Prepayment
Interest Excesses received by the Master Servicer during such Due Period with respect to the Mortgage Loans (and, so long as a
Serviced Whole Loan is serviced hereunder, any related Serviced Pari Passu Companion Loan(s)) subject to such prepayment and (C)
to the extent earned on principal prepayments, net investment earnings payable to the Master Servicer for such Due Period received
by the Master Servicer during such Due Period with respect to the Mortgage Loan or any related Serviced Pari Passu Companion Loan,
as applicable, subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate
Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan
as a result of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”)
from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) the Non-Serviced Mortgage
Loans, (W) subsequent to a default under the related Mortgage Loan documents or if the


 


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Mortgage Loan is a Specially Serviced Mortgage
Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required
to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) at the request or with the consent of the Special
Servicer or, so long as a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than
any Excluded Loan, the Directing Certificateholder or (Z) in connection with the payment of any Insurance and Condemnation Proceeds),
then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall
pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage
Loan otherwise described in clause (i) above in connection with such Prohibited Prepayments.


 


For the avoidance of
doubt, Compensating Interest Payments with respect to each Serviced Pari Passu Whole Loan shall be allocated among the related
Mortgage Loan and related Serviced Pari Passu Companion Loan, pro rata, in accordance with their respective outstanding
principal balances.


 


“Consultation
Termination Event”: At any date at which no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to
the application of any Appraisal Reductions; provided, however, that any time the Certificate Balances of the Certificates
other than the Control Eligible Certificates have been reduced to zero as a result of the allocation of principal payments on the
Mortgage Loans, a Consultation Termination Event shall be deemed not to be continuing.


 


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


 


“Control Event”:
The occurrence of the Certificate Balance of the Class E Certificates (taking into account the application of any Appraisal Reductions
to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) being reduced to less
than 25% of the Original Certificate Balance of such Class; provided, however, that any time the Certificate Balances
of the Certificates other than the Control Eligible Certificates have been reduced to zero as a result of the allocation of principal
payments on the Mortgage Loans, a Control Event shall be deemed not to be continuing.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance as notionally reduced by any Appraisal Reductions allocable to such Class in accordance
with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class; provided that if at
any time the Certificate Balances of the Certificates other than the Control Eligible Certificates have been reduced to zero as
a result of the allocation of principal payments on the Mortgage Loans, then the Controlling Class shall be the most subordinate
class among the Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without regard to any
Appraisal Reductions. The Controlling Class as of the Closing Date will be the Class NR Certificates.


 


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“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master Servicer,
the Special Servicer or the Senior Trust Advisor may from time to time request (the cost of which being an expense of the Trust)
that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class
and the Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer, Senior Trust
Advisor or Special Servicer, as applicable. The Trustee, Master Servicer, the Special Servicer and the Senior Trust Advisor shall
be entitled to rely on any such list so provided.


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, Sixth Street and
Marquette Avenue, Minneapolis, Minnesota 55479-0113, (ii) with respect to the Trustee at 1100 North Market Street, Wilmington,
Delaware 19890, Attention: CMBS Trustee JPMBB 2015-C32; and (iii) for all other purposes, to the Certificate Administrator at 9062
Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), JPMBB Commercial Mortgage Securities
Trust 2015-C32, telecopy number (410) 715-2380.


 


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


 


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


 


“CREFC®
Advance Recovery Report”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be approved by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Appraisal Reduction Template”: A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Appraisal Reduction Template” available as of the Closing Date on the CREFC®
Website, or such other form for the


 


    	-30-



    	 



    

 


presentation of such information and containing such additional information as may from time
to time be approved by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (other than the portion of
an REO Loan related to any Companion Loan) and for any Distribution Date, an amount accrued during the related Interest


 


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Accrual
Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage
Loan or REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such
amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment
due or deemed due on the related Mortgage Loan or REO Loan is computed and shall be prorated for partial periods. For the avoidance
of doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer from
the Lower-Tier REMIC.


 


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


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains seven electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic Update
File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral
Summary File, (6) CREFC® Financial File and (7) CREFC® Special Servicer Loan File) and nine surveillance
reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent Loan Status Report, (3) CREFC®
REO Status Report, (4) CREFC® Comparative Financial Status Report, (5) CREFC® Historical Loan Modification
and Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC® NOI
Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have
a Companion Loan, the CREFC® Total Loan Report). In addition, the CREFC® Investor Reporting Package
shall include the CREFC® Advance Recovery Report. In addition, the CREFC® Investor Reporting Package
shall include the following nine templates: (1) CREFC® Appraisal Reduction Template, (2) CREFC® Servicer
Realized Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC® Historical Bond/Collateral
Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6) CREFC®
Interest Shortfall Reconciliation Template, (7) CREFC® Loan Modification Report, (8) CREFC® Loan
Liquidation Report and (9) CREFC® REO Liquidation Report. The CREFC® Investor Reporting Package shall
be substantially in the form of, and containing the information called for in, the downloadable forms of the “CREFC®
IRP” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such
information and containing such additional information or reports as may from time to time be approved by the CREFC®
for commercial mortgage backed securities transactions generally. For the purposes of the production of the CREFC®
Comparative Financial Status Report by the Master Servicer or the Special Servicer of any such report that is required to state
information for any period prior to the Cut-off Date, the Master Servicer or the Special Servicer, as the case may be, may conclusively
rely (without independent verification), absent manifest error, on information provided to it by the Mortgage Loan Sellers or by
the related Mortgagor or (x) in the case of such a report produced by the Master Servicer, by the Special Servicer (if other than
the Master Servicer or an Affiliate thereof) and (y) in the case of such a report produced by the


 


    	-32-



    	 



    

 


Special Servicer, by the Master
Servicer (if other than the Special Servicer or an Affiliate thereof).


 


“CREFC®
License Agreement”: The License Agreement, in the form set forth on the website of CREFC®
on the Closing Date, relating to the use of the CREFC® trademarks and trade names.


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Operating Statement Analysis Report”: The report in the “Operating Statement Analysis Report” format substantially
in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation
of such


 


    	-33-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially Serviced
Mortgage Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the
CREFC® in the “CREFC® Servicer Watch List” format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form (including other portfolio review guidelines) for
the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


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


 


“CREFC®
Total Loan Report”: A monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Total Loan Report” available as of the Closing Date on the CREFC® Website,
or in such other form for the


 


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presentation of such information and containing such additional information as may from time to time
be adopted by the CREFC® for commercial mortgage-backed securities transactions and is reasonably acceptable to
the Master Servicer.


 


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


 


“Cross-Over
Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates (calculated without giving
effect to any exchange of Exchangeable Certificates for Class EC Certificates) have all been reduced to zero as a result of the
allocation of Collateral Support Deficits to those Certificates.


 


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


 


“Crossed Underlying
Loan”: With respect to any Crossed Mortgage Loan Group, (i) a Mortgage Loan that is cross-collateralized and cross-defaulted
with one or more other Mortgage Loans within such Crossed Mortgage Loan Group or (ii) a Mortgage Loan that is cross-collateralized
and cross-defaulted with one or more other Mortgage Loans within such Crossed Mortgage Loan Group.


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Defect or a Breach (the Crossed Underlying Loan(s) in such Crossed Mortgage
Loan Group affected by such Defect or Breach, for purposes of this definition, the “affected Crossed Underlying Loans”
and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying
Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including the
affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding the repurchase or substitution,
and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase
or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall
not be greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan Group, including
the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon an Appraisal obtained
by the Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average LTV Ratio for the entire such
Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut-off Date and (c) 75%, (iii) the related
Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator with an Opinion of Counsel
that any modification relating to the repurchase or substitution of a Crossed


 


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Underlying Loan shall not cause an Adverse REMIC
Event, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not cross-collateralized and
cross-defaulted with the remaining related Crossed Underlying Loans prior to such repurchase or substitution or otherwise forbears
from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust Fund
(while the Trust forbears from exercising enforcement rights against the Primary Collateral for the Mortgage Loan removed from
the Trust Fund) and (v) (other than with respect to any Excluded Loan) unless a Control Event has occurred and is continuing, the
Directing Certificateholder shall have consented to the repurchase or substitution of the affected Crossed Underlying Loan, which
consent shall not be unreasonably withheld, conditioned or delayed.


 


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


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,
which Person shall not be the Depositor, either of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate Administrator
shall be the initial Custodian.


 


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


 


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


 


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


 


“Debt Service
Coverage Ratio”: With respect to any Mortgage Loan, for any twelve-month period covered by an annual operating statement
for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property during such
period to (ii) the aggregate amount of Monthly Payments (other than any Balloon Payment) due under such Mortgage Loan during such
period; provided that with respect to the Mortgage Loans identified on Annex A-1 to the Prospectus Supplement as paying
interest only for a specified period of time set forth in the related Mortgage Loan documents and then paying principal and interest,
the related Monthly Payment will be calculated (for purposes of this definition only) to include interest and principal (based
on the remaining amortization term indicated in the Mortgage Loan Schedule).


 


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“Default Interest”:
With respect to any Mortgage Loan or Companion Loan, all interest accrued in respect of such Mortgage Loan, Companion Loan during
such Due Period provided for in the related Mortgage Note or Mortgage as a result of a default (exclusive of late payment charges)
that is in excess of interest at the related Mortgage Rate accrued on the unpaid principal balance of such Mortgage Loan or Companion
Loan outstanding from time to time.


 


“Defaulted Mortgage
Loan”: A Mortgage Loan (i) that is delinquent at least sixty (60) days in respect of its Monthly Payments or more than
thirty (30) days (or sixty (60) days with respect to the circumstances described in clause (ii) of the definition of Servicing
Transfer Event) delinquent in respect of its Balloon Payment, if any, in either case such delinquency to be determined without
giving effect to any grace period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of
payments under the related Mortgage and Mortgage Note or (ii) as to which the Master Servicer or Special Servicer has, by written
notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note. For the avoidance
of doubt, a defaulted Companion Loan does not constitute a “Defaulted Mortgage Loan”.


 


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


 


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


 


“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Custodian,
the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other
than an Initial Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered public accounting
firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such party
pursuant to the delivery requirements under Article XI of this Agreement that does not conform to the applicable reporting
requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Directing Certificateholder”:
The initial Directing Certificateholder shall be LNR Securities Holdings, LLC. Thereafter, the Directing Certificateholder shall
be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class Certificateholders,
(by Certificate Balance, as determined by the Certificate Registrar from time to time); provided, however, that (i)
absent that selection, or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt of a notice from a majority
of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder is no longer designated,
the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative
thereof) shall, subject to the terms of Section 3.28(b) hereof, be the Directing Certificateholder; provided, however,
that, in the case of this clause (iii), then (A)(1) the Holder of the largest percentage in excess of 25% that sends notice
of the election of a Directing Certificateholder shall be entitled to so appoint a Directing Certificateholder or (2) if no such
Holder sends notice pursuant to clause (1) within fifteen (15) calendar days then the Certificate Administrator shall provide
notice thereof to LNR Securities Holdings, LLC, the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Senior
Trust Advisor and each Controlling Class Certificateholder substantially in the form provided as Exhibit OO hereto which
notice shall, among other things, request a certification from an authorized representative of LNR Securities Holdings, LLC that
LNR Securities Holdings, LLC or its Affiliate owns at least 25% of the Certificate Balance of the Controlling Class and for so
long as LNR Securities Holdings, LLC or its Affiliate owns at least 25% of such Class of Certificates as confirmed to the Certificate
Administrator in such certification within ten (10) calendar days of such request then such entity shall be the Directing Certificateholder
(provided, however, that within sixty (60) days following LNR Securities Holdings, LLC or its Affiliate becomes the
Directing Certificateholder pursuant to this clause (A)(2), if another Person holding a larger aggregate Certificate Balance
of the Controlling Class sends notice of the election of a Directing Certificateholder to the Certificate Administrator, such Person
shall be entitled to replace LNR Securities Holdings, LLC or its Affiliate as the Directing Certificateholder and appoint a new
Directing Certificateholder) or (B) in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling
Class and a Directing


 


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Certificateholder is not determined through the operation of clause (A) above, then there shall be
no Directing Certificateholder until appointed in accordance with the terms of this Agreement. After the occurrence and during
the continuance of a Control Event, the Directing Certificateholder shall only retain its consultation rights to the extent specifically
provided for herein. After the occurrence of a Consultation Termination Event, there shall be no Directing Certificateholder. The
Depositor shall promptly provide the name and contact information for the initial Directing Certificateholder upon request of any
party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the
Depositor. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Directing
Certificateholder has not changed until such parties receive written notice of a replacement of the Directing Certificateholder
from a party holding the requisite interest in the Controlling Class, or the resignation of the then-current Directing Certificateholder.


 


“Directly Operate”:
With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services
to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy
only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property,
the holding of such REO Property primarily for sale to customers, the use of such REO Property in a trade or business conducted
by the Trust Fund or on behalf of a Companion Holder or the performance of any construction work on the REO Property (other than
the completion of a building or improvement, where more than 10% of the construction of such building or improvement was completed
before default became imminent), other than through an Independent Contractor; provided, however, that an REO Property
shall not be considered to be Directly Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or
capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan or REO Property (other than any Non-Serviced Mortgage Loan
or related REO Property), any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage
fees, or rebates, or as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its
Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor, any manager, any guarantor or indemnitor
in respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, and the performance by the Special Servicer
or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate
Fees and (2) any compensation to which the Special Servicer is entitled pursuant to Section 3.11 of this Agreement.


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any


 


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of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii)
any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the
tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income)
on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain
farmers’ cooperatives described in Section 521 of the Code), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,” as defined in Section 775 of the Code and (vi)
any other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to
the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of
an Ownership Interest in a Class R Certificate by such Person may cause either Trust REMIC to fail to qualify as a REMIC at any
time that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State” and
“international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


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


 


“Distribution
Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Class EC Distribution Account, the Lower-Tier
REMIC Distribution Account and the Excess Interest Distribution Account (and in each case any subaccount thereof), all of which
may be subaccounts of a single Eligible Account.


 


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“Distribution Date”: The 4th Business Day following each Determination Date, beginning
in November 2015. The initial Distribution Date shall be November 18, 2015.


 


“Do Not Hire
List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, Special Servicer, the
Certificate Administrator, Trustee or Senior Trust Advisor, which lists certain parties identified by the Depositor as having failed
to comply (after any applicable cure period) with their respective obligations under Article XI of this Agreement or as having
failed to comply (after any applicable cure period) with any similar Regulation AB reporting requirements under any other securitization
transaction. For the avoidance of doubt, as of the Closing Date no parties appear on the Do Not Hire List.


 


“DTC”:
The Depository Trust Company, a New York corporation.


 


“Due Date”:
With respect to (i) any Mortgage Loan or Companion Loan, as applicable, on or prior to its Maturity Date, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment thereon is scheduled to be first due, (ii) any Mortgage Loan
or Companion Loan, as applicable, after the Maturity Date therefor, the day of the month set forth in the related Mortgage Note
on which each Monthly Payment on such Mortgage Loan or Companion Loan, as applicable, had been scheduled to be first due, and (iii)
any REO Loan, the day of the month set forth in the related Mortgage Note on which each Monthly Payment on the related Mortgage
Loan or Companion Loan had been scheduled to be first due.


 


“Due Period”:
With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the day immediately succeeding
the Due Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in which such Distribution Date
occurs or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding month
and ending on and including the Due Date for such Mortgage Loan or Companion Loan occurring in the month in which such Distribution
Date occurs. Notwithstanding the foregoing, in the event that the last day of a Due Period (or applicable grace period) is not
a Business Day, any Monthly Payments received with respect to the Mortgage Loans or Companion Loan relating to such Due Period
on the Business Day immediately following such day shall be deemed to have been received during such Due Period and not during
any other Due Period.


 


“Eastmont Town
Center Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of March 25, 2015, by and between the holder
of the Eastmont Town Center Pari Passu Companion Loan and the holder of the Eastmont Town Center Mortgage Loan, relating to the
relative rights of such holders of the Eastmont Town Center Whole Loan, as the same may be further amended in accordance with the
terms thereof.


 


“Eastmont Town
Center Mortgage Loan”: With respect to the Eastmont Town Center Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 13 on the Mortgage Loan Schedule), which is designated as promissory note A-2, and is pari
passu in right of payment with the Eastmont Town Center Pari Passu Companion Loan to the extent set forth in the Eastmont Town
Center Intercreditor Agreement.


 



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“Eastmont Town
Center Mortgaged Property”: The Mortgaged Property which secures the Eastmont Town Center Whole Loan.


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: Any format compatible with EDGAR, including HTML, Word or clean, searchable PDFs.


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long -term unsecured debt obligations of which
are rated at least “Aa3” by Moody’s, if the deposits are to be held in such account for thirty (30) days or more,
and the short-term debt obligations of which have a short-term rating of not less than “P-1” from Moody’s, if
the deposits are to be held in such account for less than thirty (30) days, (B) the long-term unsecured debt obligations of which
are rated at least “A+” by Fitch, if the deposits are to be held in such account for thirty (30) days or more, and
the short-term debt obligations of which have a short-term rating of not less than “F1” from Fitch, if the deposits
are to be held in such account for less than thirty (30) days and (C) the long-term unsecured debt obligations of which are rated
at least “A” by DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher) by at least
two (2) NRSROs (which may include Moody’s, KBRA and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation),
if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations of which have
a short-term rating of not less than “R-1 (middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent
rating (or higher) by at least two (2) NRSROs (which may include Moody’s, KBRA and/or Fitch) or such other rating confirmed
in a Rating Agency Confirmation), if the deposits are to be held in such account for less than thirty (30) days; (ii) an account
or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term
unsecured debt rating shall be at least “A2” from Moody’s and “A” from Fitch (if the deposits are
to be held in the account for more than thirty (30) days) and “A” from DBRS (if then rated by DBRS, or if not rated
by DBRS, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s, KBRA and/or Fitch) or such
other rating confirmed in a Rating Agency Confirmation)


 



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or Wells Fargo Bank, National Association’s short-term deposit or
short-term unsecured debt rating shall be at least “P-1” from Moody’s and “F2” from Fitch (if the
deposits are to be held in the account for thirty (30) days or less) and “R-1 (middle)” from DBRS (if then rated by
DBRS, or if not rated by DBRS, an equivalent rating by at least two (2) NRSROs (which may include Moody’s, KBRA and/or Fitch)
or such other rating confirmed in a Rating Agency Confirmation); (iii) an account or accounts maintained with PNC Bank, National
Association so long as PNC Bank, National Association’s long term unsecured debt or deposit account rating shall be at least
“A2” from Moody’s and “A” from Fitch (if the deposits are to be held in the account for more than
thirty (30) days) and “A” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher)
by at least two (2) NRSROs (which may include Moody’s, KBRA and/or Fitch) or such other rating confirmed in a Rating Agency
Confirmation) or PNC Bank, National Association’s short-term deposit account or short-term unsecured debt rating shall be
at least “P-1” from Moody’s and “F1” from Fitch (if the deposits are to be held in the account for
thirty (30) days or less) and “R-1 (middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent
rating by at least two (2) NRSROs (which may include Moody’s, KBRA and/or Fitch) or such other rating confirmed in a Rating
Agency Confirmation); or (iv) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s)
set forth in the applicable clause, would be listed in clauses (i) – (iii) above, with respect to which a Rating
Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause
is not satisfied with respect to such account, which account may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer; (v) any other account or accounts not listed in clauses (i) –
(iii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30), which account may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer, or (vi) a segregated trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating
of at least “A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30) days)
or a short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held in the account
for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided
that any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially
similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate
of deposit, passbook or other similar instrument.


 


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


 


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the originator of such Mortgage


 



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Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for
any environmental problems relating to the related Mortgaged Property.


 


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


 


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


 


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


 


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


 


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


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall be entitled
“Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage
Pass-Through Certificates, Series 2015-C32, Class Z, Excess Interest Distribution Account”, and which must be an Eligible
Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit
of the Holders of the Class Z Certificates. The Excess Interest Distribution Account shall not be an asset of either Trust REMIC,
but rather shall be an asset of the Grantor Trust.


 


“Excess Modification
Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Mortgage Loan and any
particular modification, waiver, extension or amendment with respect to such Corrected Mortgage Loan that gives rise to the payment
of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor
with respect to the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under
the related Intercreditor Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable, as
compensation within the prior twelve (12) months of such modification, waiver, extension or amendment, but only to the extent those
fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 



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


 


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


 


“Exchange Act”:
The Securities Exchange Act of 1934, as amended from time to time and the rules and regulations of the Commission thereunder.


 


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


 


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


 


	
        Exchange Proportion

       
	Class A-S:   24.82749010110330%	Class EC:  100.00000000000000%
	Class B:       27.58620689655170%	 
	Class C:       47.58630300234500%	 


 


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


 


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


 



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Certificateholder, as applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer,
the Special Servicer, the Senior Trust Advisor, the Trustee and the Certificate Administrator, which such notice shall be physically
delivered in accordance with Section 12.05 of this Agreement and shall specifically identify the Excluded Controlling Class
Holder and identify the related Mortgage Loan, specifying whether it is an Excluded Controlling Class Loan or an Excluded Loan.
Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in
the form of Exhibit P-1F hereto, which such notice shall provide each of the CTSLink User ID associated with such Excluded
Controlling Class Holder, and which such notice shall direct the Certificate Administrator to restrict such Excluded Controlling
Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. For
the avoidance of doubt, there are no Excluded Controlling Class Holders related to this Trust as of the Closing Date.


 


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


 


“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan and/or
the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries thereof),
any Senior Trust Advisor reports to the Certificate Administrator regarding a Special Servicer’s net present value determination,
any Appraisal Reduction calculations delivered pursuant to Section 3.31(d) and Section 3.31(e), and any Officer’s
Certificates delivered by the Master Servicer or the Special Servicer supporting any determination that any Advance was (or, if
made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information by the Special
Servicer, the Master Servicer or the Senior Trust Advisor, as applicable, other than such information with respect to such Excluded
Controlling Class Loan(s) that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance of doubt,
any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer
Loan File relating to any Excluded Controlling Class Loan) shall not be considered “Excluded Information”. Each of
the Master Servicer, the Special Servicer or the Senior Trust Advisor shall deliver any Excluded Information that is to be posted
to the Certificate Administrator’s Website to the Certificate Administrator in accordance with Section 3.36(a) hereof.
For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under
the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information
being delivered in the manner provided in Section 3.36(a) hereof.


 


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


 



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“Excluded Special
Servicer”: With respect any Excluded Special Servicer Loan, a replacement special servicer that is not a Borrower Party
and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in Section 7.01(g).


 


“Excluded Special
Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to such Excluded
Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status
Reports (or summaries thereof), any Senior Trust Advisor reports to the Certificate Administrator regarding an Excluded Special
Servicer’s net present value determination, any Appraisal Reduction calculations delivered pursuant to Section 3.31(d)
and Section 3.31(e), and any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded Special
Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information
and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master Servicer
or the Senior Trust Advisor, as applicable, other than such information with respect to such Excluded Special Servicer Loan(s)
that is aggregated with information of other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained
in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to
any Excluded Special Servicer Loan) shall not be considered “Excluded Special Servicer Information”.


 


“Excluded Special
Servicer Loan”: Any Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination, the
Special Servicer is a Borrower Party.


 


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


 


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


 


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


 


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


 



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“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
if related to a Mortgage Loan other than any Excluded Loan and made prior to the occurrence of a Consultation Termination Event,
with respect to any Defaulted Mortgage Loan (and, if applicable, any defaulted Companion Loan) or Corrected Mortgage Loan or REO
Property (other than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers
pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person pursuant to
Section 3.18(b), any Companion Holder or any mezzanine lender pursuant to Section 3.18 or (iii) the Master Servicer,
Special Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant to Section 9.01)
that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments
or recoveries that, in the Special Servicer’s judgment, which judgment was exercised without regard to any obligation of
the Special Servicer to make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable. With
respect to all Mortgage Loans other than any Excluded Loan, prior to the occurrence and continuance of any Control Event, the Directing
Certificateholder shall have ten (10) Business Days to review and approve each such recovery determination by the Special Servicer;
provided, however, that if the Directing Certificateholder fails to approve or disapprove any recovery determination
within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed given.


 


“First National
Building Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 29, 2015, by and between the
holder of the First National Building Pari Passu Companion Loan and the holder of the First National Building Mortgage Loan, relating
to the relative rights of such holders of the First National Building Whole Loan, as the same may be further amended in accordance
with the terms thereof.


 


“First National
Building Mortgage Loan”: With respect to the First National Building Whole Loan, the Mortgage Loan that is included in
the Trust (identified as Mortgage Loan No. 7 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is
pari passu in right of payment with the First National Building Pari Passu Companion Loan to the extent set forth in the
First National Building Intercreditor Agreement.


 


“First National
Building Mortgaged Property”: The Mortgaged Property which secures the First National Building Whole Loan.


 


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


 


“First National
Building Whole Loan”: The First National Building Mortgage Loan, together with the First National Building Pari Passu
Companion Loan, each of which is secured by the same Mortgage on the First National Building Mortgaged Property. References


 



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herein
to the First National Building Whole Loan shall be construed to refer to the aggregate indebtedness under the First National Building
Mortgage Loan and the First National Building Pari Passu Companion Loan.


 


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


 


“Form 8-K Disclosure
Information”: As defined in Section 11.07.


 


“Freddie Mac”:
Federal Home Loan Mortgage Corporation or any successor thereto.


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which
such Liquidation Proceeds were received.


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial Mortgage Securities
Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, Gain-on-Sale Reserve Account.” Any such account
shall be an Eligible Account or a subaccount of an Eligible Account.


 


“Grantor Trust”:
A segregated asset pool within the Trust Fund treated as a “grantor trust” under subpart E, part I of subchapter J
of the Code, consisting of (i) the uncertificated regular interests in the Upper-Tier REMIC represented by any Exchangeable Certificates
that have been exchanged and converted to the Class EC Certificates and the Class EC Distribution Account, beneficial ownership
of which is represented by the Class EC Certificates as further described in Section 5.09 and (ii) the Excess Interest and
amounts held from time to time in the Excess Interest Distribution Account, beneficial ownership of which is represented by the
Class Z Certificates, as further described in Section 2.05.


 


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


 


“Hazardous Materials”:
Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation, those so identified
pursuant to CERCLA or


 



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any other federal, state or local environmental related laws and regulations, and specifically including,
without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products,
urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar
classification which would, if classified as unusable, be included in the foregoing definition.


 


“Hyatt Place
Texas Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 14, 2015, by and between
the holder of the Hyatt Place Texas Portfolio Pari Passu Companion Loan and the holder of the Hyatt Place Texas Portfolio Mortgage
Loan, relating to the relative rights of such holders of the Hyatt Place Texas Portfolio Whole Loan, as the same may be further
amended in accordance with the terms thereof.


 


“Hyatt Place
Texas Portfolio Mortgage Loan”: With respect to the Hyatt Place Texas Portfolio Whole Loan, the Mortgage Loan that is
included in the Trust (identified as Mortgage Loan No. 14 on the Mortgage Loan Schedule), which is designated as promissory note
A-1, and is pari passu in right of payment with the Hyatt Place Texas Portfolio Pari Passu Companion Loan to the extent
set forth in the Hyatt Place Texas Portfolio Intercreditor Agreement.


 


“Hyatt Place
Texas Portfolio Mortgaged Property”: The Mortgaged Property which secures the Hyatt Place Texas Portfolio Whole Loan.


 


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


 


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


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the
Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or
together with one or more other Mortgage Loans)), the Senior Trust Advisor and all Affiliates thereof, (ii) does not have any material direct financial interest in or any material indirect financial interest in any of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the
Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or


 



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 together with one or more other Mortgage Loans)), the Senior Trust Advisor or any Affiliate thereof and (iii)
is not connected with the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together
with one or more other Mortgage Loans)), the Senior Trust Advisor or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail
to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, the Companion Holders, the Senior Trust Advisor or any Affiliate thereof merely because such Person
is the beneficial owner of 1% or less of any Class of securities issued by the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Directing Certificateholder, the Companion Holders or
any Affiliate thereof, as the case may be, provided such ownership constitutes less than 1% of the total assets of such
Person.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust within
the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership test set
forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered to the
Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive or
derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that the Master Servicer or the Special Servicer
shall not be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel
has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including the Master
Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Senior Trust Advisor and the
Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the Master
Servicer, the Senior Trust Advisor or the Trust Fund, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


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


 


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


 


“Initial Sub-Servicer”:
With respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer as of the Closing Date,
the sub-servicer


 



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under any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on Exhibit FF is an
Initial Sub-Servicer.


 


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


 


“Inquiry”
and “Inquiries”: As each is defined in Section 4.08(a).


 


“Institutional
Accredited Investor”: An institutional investor which is an “accredited investor” within the meaning of paragraphs
(1), (2), (3) or (7) of Rule 501(a) of Regulation D under the Act or any entity in which all of the equity owners come within such
paragraphs.


 


“Insurance and
Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard
(and in the case of any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received by
the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth in
the related Intercreditor Agreement) and the REMIC Provisions.


 


“Insurance Policy”:
With respect to any Mortgage Loan, any hazard insurance policy, flood insurance policy, title policy or other insurance policy
that is maintained from time to time in respect of such Mortgage Loan or the related Mortgaged Property.


 


“Intercreditor
Agreement”: Each of the Civic Opera Building Intercreditor Agreement, the U-Haul Portfolio Intercreditor Agreement, the
First National Building Intercreditor Agreement, the One Shell Square Intercreditor Agreement, the Eastmont Town Center Intercreditor
Agreement, the Brunswick Portfolio Intercreditor Agreement, the Hyatt Place Texas Portfolio Intercreditor Agreement, the New Center
One Building Intercreditor Agreement and any intercreditor agreement entered into in connection with the issuance to the direct
or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted
under the related Mortgage Loan documents.


 


“Interest Accrual
Period”: With respect to any Class of Regular Certificates or the Uncertificated Lower-Tier Interests and any Distribution
Date, the period beginning on the first day of the calendar month preceding the calendar month in which the related Distribution
Date occurs and ending on the last day of the calendar month preceding the calendar month in which such Distribution Date occurs,
and calculated assuming that each month has thirty (30) days and each year has three hundred-sixty (360) days.


 


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


 



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


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial
Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, Interest Reserve Account”,
into which the amounts set forth in Section 3.25 shall be deposited directly and which must be an Eligible Account or subaccount
of an Eligible Account.


 


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


 


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


 


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


 


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


 


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


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit
P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,
the Directing Certificateholder (to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a
Companion Holder or a prospective purchaser of a Certificate (or any investment advisor or manager or other representative of the
foregoing); (ii) that either (a) such Person is not a Borrower Party,
in which


 



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case such Person shall have access to all the reports and information made available to Certificateholders via
the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if such Person
is the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall have access to all the reports and
information made available to Certificateholders via the Certificate Administrator’s Website hereunder other than any Excluded
Information as set forth herein, or (2) if such Person is not the Directing Certificateholder or a Controlling Class Certificateholder,
such Person shall only receive access to the Statements to Certificateholders prepared by the Certificate Administrator; (iii)
except in the case of a Companion Holder or its representative, that such Person has received a copy of the final Prospectus Supplement
and the Prospectus; and (iv) such Person agrees to keep any information that such Person has had access to on the Certificate Administrator’s
Website confidential and will not violate any securities laws; provided, however, that any Excluded Controlling Class
Holder (i) shall be permitted to obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating
to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if
such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website) and (ii) shall be considered a Privileged Person for all purposes, except with respect to its ability to obtain information
with respect to any related Excluded Controlling Class Loan.


 


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


 


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


 


“JPMBB Commercial
Mortgage Securities Trust 2015-C30 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of
July 1, 2015, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association,
as master servicer, Torchlight Loan Services, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate
administrator, Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as senior trust advisor, as
from time to time amended, supplemented or modified relating to the issuance of the JPMBB Commercial Mortgage Securities Trust
2015-C30, Commercial Mortgage Pass-Through Certificates, Series 2015-C30.


 


“JPMBB Commercial
Mortgage Securities Trust 2015-C31 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of
August 1, 2015, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as master servicer and as special servicer, Wells Fargo Bank, National Association, as certificate
administrator and as trustee, and Pentalpha Surveillance LLC, as senior trust advisor, as from time to time amended, supplemented
or modified relating to the issuance of the JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage Pass-Through
Certificates, Series 2015-C31.


 


“KBRA”:
Kroll Bond Rating Agency, Inc., and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the


 



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


 


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


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage
Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by the Special Servicer, or by any Companion Holder or any mezzanine
lender (as applicable) pursuant to Section 3.18 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage
Loan is purchased by the Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for its Certificates
pursuant to Section 9.01; or (vi) such Mortgage Loan is sold by the Special Servicer pursuant to the terms of this Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special
Servicer in connection with a liquidation of any Specially Serviced Mortgage Loan or REO Property (except with respect to a Non-Serviced
Mortgaged Property) pursuant to Section 3.18 (including, without limitation, legal fees and expenses, committee or referee
fees and, if applicable, brokerage commissions and conveyance taxes).


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to each Specially Serviced Mortgage Loan or REO Property (except
with respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or discounted
payoff with respect thereto from the related Mortgagor or (ii) any Liquidation Proceeds or


 



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Insurance and Condemnation Proceeds
with respect to the related Mortgage Loan (including the related Serviced Companion Loan, if applicable), or REO Property (in any
case, other than amounts for which a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation Fee
Rate and the proceeds of such full, partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance
and Condemnation Proceeds (net of the related costs and expenses associated with the related liquidation) related to such liquidated
Specially Serviced Mortgage Loan or REO Property, as the case may be; provided, however, that no Liquidation Fee
shall be payable with respect to (a) the purchase of any Specially Serviced Mortgage Loan by the Special Servicer or any Affiliate
thereof (except if such Affiliate purchaser is the Directing Certificateholder or any Affiliate thereof; provided, however,
that prior to a Control Event, if the Directing Certificateholder or an Affiliate thereof, purchases any Specially Serviced Mortgage
Loan within ninety (90) days after the Special Servicer delivers to the Directing Certificateholder for its approval the initial
Asset Status Report with respect to such Specially Serviced Mortgage Loan, the Special Servicer will not be entitled to a Liquidation
Fee in connection with such purchase by the Directing Certificateholder or its Affiliates), (b) any event described in clause
(iv) of the definition of “Liquidation Proceeds” (or any substitution in lieu of a repurchase) so long as such
repurchase or substitution occurs prior to the termination of the Extended Cure Period, (c) any event described in clause (v)
and clause (vi) of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant
to clause (vi) of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days following
the date of such holder’s purchase option first becoming exercisable during that period prior to such Mortgage Loan becoming
a Corrected Mortgage Loan pursuant to the related Intercreditor Agreement, (d) with respect to a Serviced Pari Passu Companion
Loan, (x) a repurchase of such Serviced Pari Passu Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation
or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within the
time period (or extension thereof) provided for such repurchase of such repurchase occurs prior to the termination of the extended
resolution period provided therein or (y) a purchase of such Serviced Pari Passu Companion Loan by any applicable party to the
Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization; or (e) if
a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Mortgage Loan solely because of a Servicing Transfer Event
described in clause (i) or (ii) of the definition of “Servicing Transfer Event”, Liquidation Proceeds
are received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced Whole Loan
being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of
any of clauses (a) through (e) above, the Special Servicer may still collect and retain a Liquidation Fee and similar
fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents); provided
that the Liquidation Fee with respect to any Specially Serviced Mortgage Loan will be reduced by the amount of any Excess Modification
Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan or
REO Property and received by the Special Servicer as compensation within the prior twelve (12) months, but only to the extent those
fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided, however, that no Liquidation
Fee will be less than $25,000.


 


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


 



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“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Mortgage
Loan or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms
and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a
Mortgagor; (iii) any sale of (A) a Specially Serviced Mortgage Loan pursuant to Section 3.18(a) or (B) any REO Property
pursuant to Section 3.18(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant to Section
6 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates pursuant to Section
9.01; or (vi) the purchase of a Mortgage Loan or an REO Property by (a) the applicable AB Subordinate Companion Holder or (b)
the related mezzanine lender pursuant to Section 3.18 and the related Intercreditor Agreement. With respect to any Whole
Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable
to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.


 


“Loan-Related
Litigation”: As defined in Section 3.35(a).


 


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


 


“Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Preliminary Statement hereto,
and (ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of the Class
of Related Certificates on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant
to Section 1.02(iii)), and as set forth in Section 4.01(b)).


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage
Loans (exclusive of Excess Interest) and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof,
in the case of any Serviced Mortgage Loan), or the Trust Fund’s beneficial interest in the REO Property with respect to a
Non-Serviced Whole Loan, such amounts as shall from time to time be held in the Certificate Account (other than with respect to
any Companion Loan), the related portion of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account,
the Lower-Tier REMIC Distribution Account and all other properties included in the Trust Fund that are not in the Upper-Tier REMIC
or the Grantor Trust.


 


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


 



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JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial
Mortgage Pass-Through Certificates, Series 2015-C32, Lower-Tier REMIC Distribution Account”. Any such account, accounts or
sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


“Master Servicer”:
With respect to each of the Mortgage Loans, Wells Fargo Bank, National Association, and its successors in interest and assigns,
or any successor appointed as allowed herein.


 


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


 


“Maturity Date”:
With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on which the last payment
of principal is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments received prior
to such date of determination, but without giving effect to (i) any acceleration of the principal of such Mortgage Loan, Whole
Loan or Companion Loan by reason of default thereunder or (ii) any grace period permitted by the related Mortgage Note.


 


“MC-Five Mile”:
MC-Five Mile Commercial Mortgage Finance LLC, and its successors in interest.


 


“MC-Five Mile
Defeasance Rights and Obligations”: As defined in Section 3.20(l).


 


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


 


“Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, any and
all fees with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the
Mortgage Loan documents and/or related Companion Loan documents (as evidenced by a signed writing) agreed to by the Master Servicer
or the Special Servicer, as applicable (other than all assumption fees, assumption application fees, consent fees, defeasance fees,
Special Servicing Fees, Liquidation Fees or Workout Fees).


 


“Monthly Payment”:
With respect to any Mortgage Loan or the related Companion Loan, the scheduled monthly payment of principal and/or interest (other
than Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon Payment, which is payable (as the terms of
the applicable Mortgage Loan or Companion Loan may be changed or


 



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modified in connection with a bankruptcy or similar proceedings
involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted or agreed to pursuant to
the terms hereof) by a Mortgagor from time to time under the related Mortgage Note and applicable law, without regard to any acceleration
of principal of such Mortgage Loan or Companion Loan by reason of default thereunder and without regard to any Excess Interest.


 


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


 


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


 


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


 


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


 


“Mortgage File”:
With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively the following
documents:


 


(i)        the
original executed Mortgage Note bearing, or accompanied by, all prior and intervening endorsements, assignments or allonges showing
a complete chain of endorsement or assignment from the originator of the related Mortgage Loan to the most recent endorsee, and
further endorsed (at the direction of the Depositor given pursuant to the applicable Mortgage Loan Purchase


 



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Agreement), on its
face or by allonge attached thereto, without recourse, representation or warranty, express or implied to the order of the Trustee
in the following form: “Pay to the order of Wilmington Trust, National Association, as trustee for the benefit of the registered
holders of JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32”
or in blank; provided that the requirements of this clause (i) will be satisfied by delivery of a signed lost note
affidavit and indemnity properly assigned or endorsed to the Trustee as described above, with a copy of the Mortgage Note attached
to it;


 


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


 


(iii)      an
original Assignment of Mortgage, in complete and recordable form (except for the name of the assignee, if delivered in blank, and
except for recording information not yet available, if the Mortgage or an assignment thereof has not been returned from the applicable
recording office), executed by the most recent assignee of record thereof prior to the Trustee, or if none, by the originator to
“Wilmington Trust, National Association, as trustee for the benefit of the registered holders of JPMBB Commercial Mortgage
Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32” or in blank and, in the case of
any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related
Intercreditor Agreement on behalf of the related Serviced Companion Noteholders;


 


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


 


(v)       an
original assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage and to the extent
not already assigned as part of the Assignment of Mortgage referred to in clause (iii) of this definition), in recordable
form (except for the name of the assignee, if delivered in blank, and except for recording information not yet available, if the
instrument being assigned has not been returned from the applicable recording office), executed by the applicable assignee of record
to “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of JPMBB


 


 



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Commercial Mortgage
Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32” or in blank and, in the case of
any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related
Intercreditor Agreement on behalf of the related Serviced Companion Noteholders;


 


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


 


(vii)     an
original assignment of any related Security Agreement (if such item is a document separate from the Mortgage), in complete form
(except for the name of the assignee, if delivered in blank, and except for recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), executed by the applicable Mortgage Loan Seller to
“Wilmington Trust, National Association, as trustee for the benefit of the registered holders of JPMBB Commercial Mortgage
Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32” or in blank and, in the case of
any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related
Intercreditor Agreement on behalf of the related Serviced Companion Noteholders;


 


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


 


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


 


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


 



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


 


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


 


(xiii)     with
respect to any Mortgage Loan with Additional Debt secured by a lien on the related Mortgaged Property, a co-lender agreement, a
subordination agreement or other intercreditor agreement, pursuant to which such Additional Debt will be subordinated to, or pari
passu with, such Mortgage Loan as set forth in such agreement;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


(xxiii)   a
list related to such Mortgage Loan indicating the related Mortgage Loan documents included in the related Mortgage File as of the
Closing Date (the “Mortgage Loan Checklist”);


 


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


 


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


 


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


 


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


 


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


 


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


 



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above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan and the related Intercreditor Agreement,
with respect to each of which the original shall be required) including a copy of the Mortgage securing the applicable Mortgage
Loan and any assignments or other transfer documents referred to in clauses (iii), (v), (vii), (xi) and (xxv) above as being in
favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and need only be in such form as was delivered
to the applicable Non-Serviced Trustee or a custodian on its behalf, and (f) in connection with any Non-Serviced Mortgage Loan,
any and all document delivery requirements as regards the related Mortgage File (or any portion thereof) set forth herein or in
the related Mortgage Loan Purchase Agreement will also be satisfied by the delivery, in compliance with the terms of the related
Non-Serviced Pooling Agreement, by the applicable Mortgage Loan Seller of the documents specified above (other than the Mortgage
Note and intervening endorsements evidencing such Mortgage Loan) to the custodian under the related Non-Serviced Pooling Agreement
(in such form as was delivered to the custodian under the related Non-Serviced Pooling Agreement).


 


“Mortgage Loan”:
Each of the mortgage loans (other than the Crossed Underlying Loans of a Crossed Mortgage Loan Group, it being understood that
for the purposes of this Agreement each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan) transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust Fund. As used herein, the term “Mortgage
Loan” includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related
agreements. As used in this Agreement, the term “Mortgage Loan” does include the Mortgage Loan associated with any
Whole Loan, but does not include any related Companion Loan.


 


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


 


“Mortgage Loan
Purchase Agreement”: Each agreement between the Depositor and each Mortgage Loan Seller, relating to the transfer of
all of such Mortgage Loan Seller’s right, title and interest in and to the related Mortgage Loans.


 


“Mortgage Loan
Schedule”: The list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund, attached
hereto as Exhibit B, which list sets forth the following information with respect to each Mortgage Loan so transferred:


 


(i)        the
loan identification number (as specified in Annex A-1 to the Prospectus Supplement);


 


(ii)       the
Mortgagor’s name;


 


(iii)      the
street address (including city, state, county and zip code) and name of the related Mortgaged Property;


 


(iv)      the
Mortgage Rate in effect at origination;


 


(v)       the
Net Mortgage Rate in effect at the Cut-off Date;


 


(vi)      the
original principal balance;


 



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(vii)     the
Cut-off Date Principal Balance;


 


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


 


(ix)       the
original and remaining amortization terms;


 


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


 


(xi)       the
applicable Servicing Fee Rate;


 


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


 


(xiii)     [Reserved];


 


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


 


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


 


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


 


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


 


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


 


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


 


(xx)      number
of grace days;


 


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


 


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


 


(xxiii)   whether
the related Mortgage Loan permits defeasance;


 


(xxiv)   the
interest accrual period;


 


(xxv)    Anticipated
Repayment Date, if applicable;


 


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


 



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


 


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


 


“Mortgage Loan
Seller”: Each of (i) JPMorgan Chase Bank, National Association, a national banking association, or its successor in interest,
(ii) Barclays Bank PLC, a public limited company registered in England and Wales, or its successor in interest, (iii) RAIT, a Delaware
limited liability company, or its successor in interest, (iv) RCMC, a Delaware corporation, or its successor in interest, (v) SMF
II, a Delaware limited liability company, or its successor in interest and (vi) MC-Five Mile, a Delaware limited liability company,
or its successor in interest. For the avoidance of doubt, any reference herein to the “Mortgage Loan Seller” as it
relates to RAIT in connection with any repurchase obligations thereof shall also be a reference to RAIT Financial Trust to the
extent that RAIT Financial Trust has, in accordance with the RAIT Financial Trust Guaranty, agreed to guaranty such repurchase
obligations. For the avoidance of doubt, any reference herein to the “Mortgage Loan Seller” as it relates to RCMC in
connection with any obligations thereof shall also be a reference to RTI to the extent that RTI has, in accordance with the related
Mortgage Loan Purchase Agreement, agreed to cause RCMC to take any actions thereunder or, to the extent assigned to the Trustee,
RTI otherwise has obligations under the related Mortgage Loan Purchase Agreement. For the avoidance of doubt, any reference herein
to the “Mortgage Loan Seller” as it relates to SMF II in connection with any obligations thereof shall also be a reference
to Starwood to the extent that Starwood has, in accordance with the related Mortgage Loan Purchase Agreement, agreed to cause SMF
II to take any actions thereunder or, to the extent assigned to the Trustee, Starwood otherwise has obligations under the related
Mortgage Loan Purchase Agreement.


 


“Mortgage Note”:
The original executed note(s) evidencing the indebtedness of a Mortgagor under a Mortgage Loan or Companion Loan, as the case may
be, together with any rider, addendum or amendment thereto.


 


“Mortgage Rate”:
With respect to: (i) any Mortgage Loan, any related Serviced Pari Passu Companion Loan(s) or any related AB Subordinate Companion
Loan(s) on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue
on such Mortgage Loan, related Serviced Pari Passu Companion Loan(s) or related AB Subordinate Companion Loan(s) from time to time
in accordance with the related Mortgage Note and applicable law; or (ii) any Mortgage Loan, any related Serviced Pari Passu Companion
Loan(s) or any related AB Subordinate Companion Loan(s) after its Maturity Date, the annual rate described in clause (i)
above determined without regard to the passage of such Maturity Date. For the avoidance of doubt, the Mortgage Rate of any ARD
Loan shall not be construed to include the related Excess Rate.


 


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


 


“Mortgagor”:
The obligor or obligors on a Mortgage Note, including without limitation, any Person that has acquired the related Mortgaged Property
and assumed the


 



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obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan
that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor individually
and collectively, as the context may require.


 


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


 


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


 


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


 


“Net Mortgage
Rate”: With respect to any Mortgage Loan or any REO Loan (other than the portion of an REO Loan related to any Companion
Loan) as of any date of determination, a rate per annum equal to the related Mortgage Rate then in effect (without regard
to any increase in the interest rate of any ARD Loan after its respective Anticipated Repayment Date), minus the related
Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates, the Net Mortgage
Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms of the related
Mortgage Loan, whether agreed to by the Master Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or similar
proceeding involving the Mortgagor; provided, further, that for any Mortgage Loan that does not accrue interest on
the basis of a 360-day year consisting of twelve 30-day months, then, solely for purposes of calculating Pass-Through Rates on
the Regular Certificates, and the interest rate on the Uncertificated Lower-Tier Interests, the Net Mortgage Rate of such Mortgage
Loan or for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue
in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate
amount of interest actually accrued in respect of such Mortgage Loan during such one-month period at the related Net Mortgage Rate;
provided, further, that, with respect to each Interest Reserve Loan, the Net Mortgage Rate for the one-month period
(A) preceding the Due Dates that occur in January and February in any year which is not a leap year or preceding the Due Date that
occurs in February in any year which is a leap year (in either


 



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case, unless the related Distribution Date is the final Distribution
Date), will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in March (or February, if the related
Distribution Date is the final Distribution Date), will be determined inclusive of the amounts withheld in the immediately preceding
January and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above,
determined as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


“New Center
One Building Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 29, 2015, by and between
the holder of the New Center One Building Pari Passu Companion Loan and the holder of the New Center One Building Mortgage Loan,
relating to the relative rights of such holders of the New Center One Building Whole Loan, as the same may be further amended in
accordance with the terms thereof.


 


“New Center
One Building Mortgage Loan”: With respect to the New Center One Building Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 17 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and
is pari passu in right of payment with the New Center One Building Pari Passu Companion Loan to the extent set forth in
the New Center One Building Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


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


 



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


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Loan
which, in the reasonable judgment of the Master Servicer or the Trustee, as applicable, will not be ultimately recoverable, together
with any accrued and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect
of such Mortgage Loan or REO Loan; provided, however, that the Special Servicer may, at its option (with respect
to any Specially Serviced Mortgage Loan and, prior to the occurrence of a Consultation Termination Event (other than with respect
to any Excluded Loan), in consultation with the Directing Certificateholder), make a determination in accordance with the Servicing
Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver
to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer) and with respect to a Non-Serviced
Mortgage Loan, to the related Non-Serviced Master Servicer and Non-Serviced Special Servicer, the Certificate Administrator, the
Trustee, the Senior Trust Advisor and the 17g-5 Information Provider notice of such determination. Any such determination may be
conclusively relied upon by, but shall not be binding upon, the Master Servicer and the Trustee, provided, however,
that the Special Servicer shall have no such obligation to make an affirmative determination that any P&I Advance is or would
be recoverable and in the absence of a determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable
P&I Advance, such decision shall remain with the Master Servicer or Trustee, as applicable. If the Special Servicer makes a
determination that only a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I
Advance, the Master Servicer and the Trustee shall have the right to make its own subsequent determination that any remaining portion
of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole
Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer, as
applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a P&I Advance
with respect to the related Non-Serviced Companion Loan, if made, would be a Nonrecoverable P&I Advance, such determination
shall not be binding on the Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the related
Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer or the Special
Servicer determines that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable
P&I Advance, such determination shall not be binding on the related Non-Serviced Master Servicer and related Non-Serviced Trustee
as it relates to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan. In making such recoverability
determination, the Master Servicer, Special Servicer or Trustee, as applicable, will be entitled (a) to consider (among other things)
(i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan as it may have been modified
and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified
by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer
or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility
and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (among other things)
future expenses, (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the
Special


 



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Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other
things) the timing of recoveries and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time
of such consideration, the recovery of which are being deferred or delayed by the Master Servicer, in light of the fact that related
proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such
delayed or deferred Advance. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable Advance, will
be entitled to give due regard to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount
with respect to other Mortgage Loans which, at the time of such consideration, the reimbursement of which is being deferred or
delayed by the Master Servicer or the Trustee because there is insufficient principal available for such reimbursement, in light
of the fact that proceeds on the related Mortgage Loan are a source of reimbursement not only for the P&I Advance under consideration,
but also as a potential source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are
or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations at any
time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with
the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely
in its capacity as Trustee), may obtain, promptly upon request, from the Special Servicer any reasonably required analysis, Appraisals
or market value estimates or other information in the Special Servicer’s possession for making a recoverability determination.
Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination as to the recoverability
of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination by the Master Servicer, the
Special Servicer or the Trustee, as applicable, that the Master Servicer or the Trustee, as applicable, has made a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated
or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either the Special Servicer
or the Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but only
prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan),
the Senior Trust Advisor (but only in the case of the Special Servicer) and the Depositor (and, in the case of a Serviced Mortgage
Loan, any Other Servicer) or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor
and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other Servicer). The Officer’s Certificate
shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or
the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, income
and expense statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer,
the Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the
related Mortgage Loan, or the related Mortgaged Property). The Trustee shall be entitled to conclusively rely on the Master Servicer’s
or Special Servicer’s determination that a P&I Advance is or would be nonrecoverable, and the Master Servicer shall be
entitled to conclusively rely on the Special Servicer’s determination that a P&I Advance is or would be nonrecoverable.
In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan.


 



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“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Whole Loan or REO Property which, in the reasonable judgment of the Master Servicer, the Special
Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued and unpaid interest
thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan, Whole Loan
or REO Property. In making such recoverability determination, such Person will be entitled (a) to consider (among other things)
(i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Whole Loan as it may have been modified and
(ii) the related Mortgaged Properties in their “as-is” or then current conditions and occupancies, as modified by such
party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or
in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and
effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing
Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee,
solely in its capacity as Trustee) (among other things) future expenses and (c) to estimate and consider (among other things) the
timing of recoveries. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable Servicing Advance,
will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with
respect to other Mortgage Loans that, at the time of such consideration, the reimbursement of which is being deferred or delayed
by the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the
Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed
Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability
determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance)
and, consistent with the Servicing Standard, in the case of the Master Servicer, may obtain, promptly upon request, from the Special
Servicer any reasonably required analysis, Appraisals or market value estimates or other information in the Special Servicer’s
possession for making a recoverability determination. The determination by the Master Servicer, the Special Servicer or the Trustee,
as the case may be, that it has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would
constitute a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination, shall be evidenced by an
Officer’s Certificate delivered by either of the Special Servicer or Master Servicer to the other and to the Trustee, the
Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event
and only with respect to any Mortgage Loan other than an Excluded Loan), the Senior Trust Advisor (but only in the case of the
Special Servicer) and the Depositor (and in the case of a Serviced Mortgage Loan, any Other Servicer), or by the Trustee to the
Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor and the Certificate Administrator (and in the case
of a Serviced Mortgage Loan, any Other Servicer); provided, however, that the Special Servicer may, at its option
and, prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded
Loan, in consultation with the Directing Certificateholder, make a determination in accordance with the Servicing Standard, that
any Servicing Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the Master


 



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Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer), the Trustee, the Certificate Administrator and
the 17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied upon by, but shall
not be binding upon, the Master Servicer, the Special Servicer and the Trustee, provided, however, that the Special
Servicer shall have no such obligation to make an affirmative determination that any Servicing Advance is or would be recoverable
and in the absence of a determination by the Special Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing
Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable. If the Special Servicer makes a determination
that only a portion, and not all, of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the
Master Servicer and the Trustee shall each have the right to make its own subsequent determination that any remaining portion of
any such previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall
set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee,
as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related income
and expense statements, rent rolls, occupancy status and property inspections, and shall include any existing Appraisal with respect
to the related Mortgage Loan or Serviced Companion, as applicable, or related Mortgaged Property). The Special Servicer shall promptly
furnish any party required to make Servicing Advances hereunder with any information in its possession regarding the Specially
Serviced Mortgage Loans and REO Properties as such party required to make Servicing Advances may reasonably request for purposes
of making recoverability determinations. The Trustee shall be entitled to conclusively rely on the Master Servicer’s or Special
Servicer’s, as the case may be, determination that a Servicing Advance is or would be nonrecoverable, and the Master Servicer
shall be entitled to conclusively rely on the Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable.
Notwithstanding anything herein to the contrary, if the Special Servicer requests that the Master Servicer make a Servicing Advance,
the Master Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Servicing Advance;
provided, however, the Special Servicer shall not be entitled to make such a request more frequently than once per
calendar month with respect to Servicing Advances other than emergency advances (although such request may relate to more than
one Servicing Advance). In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take
into account the cross-collateralization of the related cross-collateralized Mortgage Loan. The determination as to the recoverability
of any servicing advance previously made or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related
Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the related
Non-Serviced Pooling Agreement.


 


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


 


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


 



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“Non-Serviced
Companion Loan”: Each of the Civic Opera Building Pari Passu Companion Loan, the U-Haul Portfolio Pari Passu Companion
Loans, the U-Haul Portfolio Subordinate Companion Loans, the One Shell Square Pari Passu Companion Loan and the Brunswick Portfolio
Pari Passu Companion Loans.


 


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


 


“Non-Serviced
Gain-on-Sale Proceeds”: Any “gain-on-sale proceeds” received in respect of a Non-Serviced Mortgage Loan pursuant
to the related Non-Serviced Pooling Agreement.


 


“Non-Serviced
Intercreditor Agreement”: Each of the Civic Opera Building Intercreditor Agreement, the U-Haul Portfolio Intercreditor
Agreement, the One Shell Square Intercreditor Agreement and the Brunswick Portfolio Intercreditor Agreement.


 


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


 


“Non-Serviced
Mortgage Loan”: Each of the Civic Opera Building Mortgage Loan, the U-Haul Portfolio Mortgage Loan, the One Shell Square
Mortgage Loan and the Brunswick Portfolio Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the Civic Opera Building Mortgaged Property, the U-Haul Portfolio Mortgaged Property, the
One Shell Square Mortgaged Property and the Brunswick Portfolio Mortgaged Property.


 


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


 


“Non-Serviced
Pooling Agreement”: With respect to (i) the Civic Opera Building Whole Loan, the JPMBB Commercial Mortgage Securities
Trust 2015-C31 Pooling and Servicing Agreement, (ii) the U-Haul Portfolio Whole Loan, the U-Haul Portfolio Trust and Servicing
Agreement and (iii) each of the One Shell Square Whole Loan and the Brunswick Portfolio Whole Loan, the JPMBB Commercial Mortgage
Securities Trust 2015-C30 Pooling and Servicing Agreement.


 


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


 


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


 


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


 


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


 



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“Non-Serviced
Whole Loan”: Each of the Civic Opera Building Whole Loan, the U-Haul Portfolio Whole Loan, the One Shell Square Whole
Loan and the Brunswick Portfolio Whole Loan.


 


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


 


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


 


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


 


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


 


“Notional Amount”:
In the case of the Class X-A Certificates, the Class X-A Notional Amount; in the case of the Class X-B Certificates, the Class
X-B Notional Amount; in the case of the Class X-C Certificates, the Class X-C Notional Amount, and in the case of the Class X-D
Certificates, the Class X-D Notional Amount.


 


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


 


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


 



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such NRSRO will keep such information confidential, except to
the extent such information has been made available to the general public.


 


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


 


“Offered Certificates”:
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class EC, Class D, Class X-A
and Class X-B Certificates.


 


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


 


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


 


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


 


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


 


“One Shell Square
Mortgaged Property”: The Mortgaged Property which secures the One Shell Square Whole Loan.


 


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


 


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


 


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


 



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REMIC as a REMIC, (b) compliance
with the REMIC Provisions, (c) the qualification of the Grantor Trust as a grantor trust, or (d) the resignation of the Master
Servicer, the Special Servicer or the Depositor pursuant to Section 6.04, must be an opinion of counsel who is in fact Independent
of the Depositor, the Master Servicer, the Special Servicer and the Senior Trust Advisor.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


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


 


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


 


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


 


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


 


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


 



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“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate,
the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the
Class F Pass-Through Rate, the Class G Pass-Through Rate, the Class NR Pass-Through Rate, the Class X-A Pass-Through Rate, the
Class X-B Pass-Through Rate, the Class X-C Pass-Through Rate or the Class X-D Pass-Through Rate.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


(i)        direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by
the full faith and credit of the United States of


 



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


 


(ii)       time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date of
issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities (A) in the case of such investments with maturities of thirty (30) days or less, the short-term debt obligations
of which are rated in the highest short-term rating category by Moody’s or the long-term debt obligations of which are rated
at least “A2” by Moody’s, (B) in the case of such investments with maturities of three (3) months or less, but
more than thirty (30) days, the short-term obligations of which are rated in the highest short-term rating category by Moody’s
and the long-term obligations of which are rated at least “A1” by Moody’s, (C) in the case of such investments
with maturities of six (6) months or less, but more than three (3) months, the short-term obligations of which are rated in the
highest short-term rating category by Moody’s and the long-term obligations of which are rated at least “Aa3”
by Moody’s, (D) in the case of such investments with maturities of more than six (6) months, the short-term obligations of
which are rated in the highest short-term rating category by Moody’s and the long-term obligations of which are rated “Aaa”
by Moody’s (or, in each case, if permitted by the related Mortgage Loan, if not rated by Moody’s, otherwise acceptable
to Moody’s, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification
or withdrawal of the then current ratings assigned to the Certificates), (E) for maturities of less than three (3) months, a short-term
rating of “R-1 (high)” by DBRS (if then rated by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s,
KBRA and/or Fitch)), (F) for maturities greater than three (3) months, a long-term rating of “AAA” by DBRS (if then
rated by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s, KBRA and/or Fitch)) and (G) the commercial
paper or other short- term debt obligations of such depository institution or trust company are rated in the highest rating categories
of each Rating Agency or such other rating as would not result in the downgrading, withdrawal or qualification of the then-current
rating assigned by each Rating Agency to any Class of Certificates (or, insofar as there is then outstanding any class of Serviced
Companion Loan Securities that is then rated by such rating agency, such class of securities) as evidenced in writing;


 


(iii)      repurchase
agreements or obligations with respect to any security described in clause (i) above where such security has a remaining maturity
of one


 



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year or less and where such repurchase obligation has been entered into with a depository institution or trust company (acting
as principal) described in clause (ii) above;


 


(iv)       debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of
America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations are rated
in the highest rating categories of each Rating Agency (in the case of KBRA, if rated by KBRA; and in the case of DBRS, if then
rated by DBRS and, if not so rated, by two other NRSROs (which may be Moody’s, KBRA and/or Fitch)), if the obligations mature
within 60 days; provided, however, that securities issued by any particular corporation will not be Permitted Investments to the
extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held
in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount
of all Permitted Investments in such accounts;


 


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


 


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


 


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


 



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Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.30); and


 


(viii)     any
other demand, money market or time depositor, obligation, security or investment not listed in clauses (i) – (vi) above with
respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency;


 


provided, however,
that each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and
that (a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change and (b) any such investment
that provides for a variable rate of interest must have an interest rate that is tied to a single interest rate index plus a fixed
spread, if any, and move proportionately with such index; and provided, further, however, that no such instrument
shall be a Permitted Investment (a) if such instrument evidences principal and interest payments derived from obligations underlying
such instrument and the interest payments with respect to such instrument provide a yield to maturity at the time of acquisition
of greater than 120% of the yield to maturity at par of such underlying obligations or (b) if such instrument may be redeemed at
a price below the purchase price; and provided, further, however, that no amount beneficially owned by either
Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as
equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at its own expense,
to the effect that such investment will not adversely affect the status of either Trust REMIC. Permitted Investments that are subject
to prepayment or call may not be purchased at a price in excess of par.


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees, insurance
commissions or fees and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with
any services performed by such party with respect to any Mortgage Loan, any Serviced Whole Loan or REO Property in accordance with
this Agreement.


 


“Permitted Transferee”:
Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate
Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer)
to the effect that the transfer of an Ownership Interest in any Class R Certificate to such Person will not cause the Trust Fund
to fail to qualify as one or more REMICs at any time that the Certificates are outstanding, (c) a Person that is a Non-U.S. Tax
Person (other than (i) a Non-U.S. Tax Person in whose hands the income from such Class R Certificate is effectively connected with
the conduct of a trade or business within the United States and that has furnished the transferor and the Certificate Registrar
with an effective Internal Revenue Service Form W-8ECI or other prescribed form or (ii) a Non-U.S. Tax Person, if in connection
with the proposed transfer of such Class R Certificate, the transferor provides an Opinion of Counsel to the Certificate Registrar
to the effect that such transfer will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3),
(d) any partnership if any of its interests are (or under the partnership agreement are permitted to be) owned, directly or indirectly
(other than through a U.S. corporation), by a Non-U.S. Tax Person or (e) a U.S. Tax


 



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Person with respect to whom income from the
Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income
tax treaty, of the transferee or any other U.S. Tax Person.


 


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


 


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


 


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


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan or any Serviced Pari Passu Companion
Loan that was subject to a Principal Prepayment in full or in part
during the related Due Period, which Principal Prepayment was applied to such Mortgage Loan or Serviced Pari Passu Companion Loan,
as applicable, after the related Due Date and prior to the following Determination Date, the amount of interest (net of the related
Servicing Fees and any Excess Interest), to the extent collected from the related Mortgagor (without regard to any prepayment premium
or Yield Maintenance Charge actually collected), that would have accrued at a rate per annum equal to the sum of (x) the
related Net Mortgage Rate for such Mortgage Loan and (y) the Certificate Administrator Fee Rate and Senior Trust Advisor Fee Rate,
on the amount of such Principal Prepayment from such Due Date to, but not including, the date of such prepayment (or any later
date through which interest accrues).


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan or any Serviced Pari Passu Companion
Loan that was subject to a Principal Prepayment in full or in part during the related Due Period, which Principal Prepayment was
applied to such Mortgage Loan or Serviced Pari Passu Companion Loan, as applicable, after the related Determination Date (or, with
respect to each Mortgage Loan or Serviced Pari Passu Companion Loan, as applicable, with a Due Date occurring after the related
Determination Date, the related Due Date) and prior to the following Due Date, the amount of interest (net of the related Servicing
Fees and any Excess Interest), to the extent not collected from the related Mortgagor (without regard to any prepayment premium
or Yield Maintenance Charge actually collected), that would have accrued at a rate per annum equal to the sum of (x) the
related Net Mortgage Rate for such Mortgage Loan and (y) the Certificate Administrator Fee Rate and the Senior Trust Advisor Fee
Rate, on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment
was applied to such Mortgage Loan and ending on such following Due Date.


 


“Primary Collateral”:
With respect to any Crossed Underlying Loan, that portion of the Mortgaged Property designated as directly securing such Crossed
Underlying Loan and


 



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excluding any Mortgaged Property as to which the related lien may only be foreclosed upon by exercise of the
cross-collateralization provisions of such Crossed Underlying Loan.


 


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


 


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


 


“Principal Balance
Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D, Class E, Class F, Class G and Class NR Certificates.


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of
the following amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution Amount
for such Distribution Date and (c) the Unscheduled Principal Distribution Amount for such Distribution Date; provided that
the Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements
of (A) Nonrecoverable Advances, with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed
from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been
included in the Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or
reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise
been included in the Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses
(A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans are subsequently
recovered on the related Mortgage Loan, such recovery will increase the Principal Distribution Amount for the Distribution Date
related to the period in which such recovery occurs). With respect to each Class of Exchangeable Certificates and the Class EC
Certificates, for purposes of determining allocations and distributions under Section 4.01(a) of this Agreement as between
the Exchangeable Certificates and the Class EC Certificates, all allocations of principal to each Class of Exchangeable Certificates
for any Distribution Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates for
Class EC Certificates; provided, however, that all amounts of principal that are allocable to Exchangeable Certificates
that have been exchanged and converted to Class EC Certificates shall be deemed allocable to and shall be distributable to such
Class EC Certificates, without duplication.


 


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


 



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“Principal Shortfall”:
For any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount, if any, by which
(a) the related Principal Distribution Amount for the preceding Distribution Date, exceeds (b) the aggregate amount distributed
in respect of principal on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C,
Class D, Class E, Class F, Class G and Class NR Certificates for such preceding Distribution Date pursuant to Section 4.01(a).
The Principal Shortfall for the initial Distribution Date will be zero. With respect to each Class of Exchangeable Certificates
and the Class EC Certificates, for purposes of determining allocations and distributions under Section 4.01(a) of this Agreement
as between the Exchangeable Certificates and the Class EC Certificates, all Principal Shortfalls of each Class of Exchangeable
Certificates for any Distribution Date shall be determined without regard to any exchange and conversion of such Exchangeable Certificates
for Class EC Certificates; provided, however, that all Principal Shortfalls that are allocable to Exchangeable Certificates
that have been exchanged and converted for Class EC Certificates shall be deemed allocable to such Class EC Certificates, without
duplication.


 


“Privileged
Communications”: Any correspondence between the Directing Certificateholder and the Special Servicer referred to in clause
(i) of the definition of “Privileged Information”.


 


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


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Senior Trust Advisor, any
affiliate of the Senior Trust Advisor designated by the Senior Trust Advisor, any Companion Holder (or representative thereof)
who provides an Investor Certification, any Person (including the Directing Certificateholder) who provides the Certificate Administrator
with an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate Administrator with an
NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s
Website; provided, however, that in no event may a
Borrower Party (other than a Borrower Party that is the Special Servicer) be entitled to receive (i) if such party is the Directing
Certificateholder or any Controlling Class Certificateholder, any Excluded Information via the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall
only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is not the Directing
Certificateholder or any Controlling Class Certificateholder, any information


 



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other than the Statement to Certificateholders. In
determining whether any Person is an Additional Servicer or an Affiliate of the Senior Trust Advisor, the Certificate Administrator
may rely on direction by the Master Servicer, the Special Servicer, each Mortgage Loan Seller or the Senior Trust Advisor, as the
case may be.


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer is a Borrower Party, the Special Servicer shall nevertheless be a Privileged
Person; provided that the Special Servicer (i) shall not view or otherwise retrieve any Excluded Special Servicer Information
specific to the related Excluded Special Servicer Loan, (ii) shall not directly or indirectly provide any information related to
the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the Special Servicer’s employees
or personnel or any of its Affiliate involved in the management of any investment in the related Borrower Party or the related
Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the
related Borrower Party, and (iii) shall maintain sufficient internal controls and appropriate policies and procedures in place
in order to comply with the obligations described in clause (i) and clause (ii) above; provided, further,
that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict
the Special Servicer’s access and the Master Servicer or the Certificate Administrator shall not restrict the Special Servicer’s
access to any information on the Master Servicer’s website or the Certificate Administrator’s Website (including all
information included under the “Excluded Information” tab of such website, if applicable) and in no case shall the
Master Servicer or the Certificate Administrator be held liable if the Special Servicer accesses any Excluded Special Servicer
Information relating to the Excluded Special Servicer Loans; provided, further, however, that any Excluded
Controlling Class Holder shall be permitted to obtain in accordance with Section 4.02(f) of this Agreement any Excluded
Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not
a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate
Administrator’s Website).


 


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


 


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


 


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


 


“Prospectus
Supplement”: The Prospectus Supplement, dated October 22, 2015, relating to the offering of the Offered Certificates.


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Purchase Price”:
With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the final paragraph
hereof, any related Companion Loan) to be purchased pursuant to (A) Section 6 of the related Mortgage Loan Purchase


 



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Agreement by
the related Mortgage Loan Seller, (B) Section 3.18, or (C) Section 9.01, a price, without duplication, equal to:


 


(i)        the
outstanding principal balance of such Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)) as of the date of purchase; plus


 


(ii)       all
accrued and unpaid interest on such Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time to time
(exclusive of Default Interest and Excess Interest) to, but not including, the Due Date immediately preceding the Determination
Date for the related Distribution Date in which such Purchase Price is included in the Available Distribution Amount; plus


 


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


 


(iv)       if
such Mortgage Loan (or any related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant
to Section 6 of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred or to
be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect
of the Breach or Defect giving rise to the repurchase or substitution obligation, including any expenses arising out of the enforcement
of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and any expenses of the Trust
Fund relating to such Mortgage Loan (or any related REO Loan); plus


 


(v)        Liquidation
Fees, if any, payable with respect to such Mortgage Loan (or any related REO Loan) (which will not include any Liquidation Fees
if such repurchase occurs prior to the expiration of the Extended Cure Period).


 


Solely with respect to any Serviced Whole
Loan to be sold pursuant to Section 3.18(a)(iii), “Purchase Price” shall mean the amount calculated in accordance
with the preceding sentence in respect of the related Whole Loan, including, for such purposes, the Mortgage Loan and the related
Companion Loan. With respect to any REO Property to be sold pursuant to Section 3.18(b), “Purchase Price”
shall mean the amount calculated in accordance with the second preceding sentence in respect of the related REO Loan (including
any related Companion Loan). With respect to any sale pursuant to Section 3.18(a)(ii) or Section 3.18(e) or for purposes
of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between the


 



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related Mortgage Loan
and Companion Loan in accordance with, and shall be equal to the amount provided pursuant to, the provisions of the related Intercreditor
Agreement. Notwithstanding the foregoing, with respect to any repurchase pursuant to subclause (A) and subclause (C)
hereof, the “Purchase Price” shall not include any amounts payable in respect of any related Companion Loan.


 


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


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a)
“A3” by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) at least two NRSROs (which may
include DBRS, KBRA and/or Fitch) or (B) one NRSRO (which may include DBRS, KBRA or Fitch) and A.M. Best Company), (b) “A(low)”
by DBRS (or, if not rated by DBRS, at least an equivalent rating as that listed above by one other nationally recognized insurance
rating organization (which may include Moody’s, KBRA or Fitch)) and (c) “A” by Fitch (or, if not rated by Fitch,
at least “A-” by one other nationally recognized insurance rating organization (which may include Moody’s, DBRS
or KBRA) and (ii) with respect to the fidelity bond and errors and omissions insurance policy required to be maintained pursuant
to Section 3.07(c), except as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying
ability (or the obligations which are guaranteed or backed by a company having such claims paying ability) rated by at least one
of the following Rating Agencies of at least (a) “A3” by Moody’s, (b) “A-“ by S&P, (c) “A-“
by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or, (e) “A(low)” by DBRS, or, in the case of clauses (i)
or (ii), any other insurer acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation.


 


“Qualified Replacement
Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to
special servicers contained in this Agreement, (ii) is not an Affiliate of the Senior Trust Advisor, (iii) is not obligated to
pay the Senior Trust Advisor (x) any fees or otherwise compensate the Senior Trust Advisor in respect of its obligations under
this Agreement, and (y) for the appointment of the successor special servicer or the recommendation by the Senior Trust Advisor
for the replacement Special Servicer to become the Special Servicer, (iv) is not entitled to receive any compensation from the
Senior Trust Advisor other than compensation that is not material and is unrelated to the Senior Trust Advisor’s recommendation
that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Senior Trust
Advisor for its appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders,
(vi) is not a special servicer that has been cited by Moody’s as having servicing concerns as the sole or material factor
in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a
rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination,
(vii) currently has a special servicer rating of at least “CSS3” from Fitch and (viii) is not a special servicer that
has been cited by KBRA or DBRS as having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in a transaction serviced by the applicable servicer prior to the time of determination.


 






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“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Civic Opera Building Mortgage Loan, the U-Haul
Portfolio Mortgage Loan, the First National Building Mortgage Loan, the One Shell Square Mortgage Loan, the Eastmont Town Center
Mortgage Loan, the Brunswick Portfolio Mortgage Loan, the Hyatt Place Texas Portfolio Mortgage Loan or the New Center One Building
Mortgage Loan, as applicable, for which no substitution will be permitted) replacing a deleted Mortgage Loan that must, on the
date of substitution: (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest
due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the
deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate
not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as and grace period no longer than that
of the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted Mortgage Loan (for example, on the basis of
a 360 day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not more
than two (2) years less than, the remaining term to stated maturity of the deleted Mortgage Loan; (vi) have a then-current loan-to-value
ratio equal to or less than the lesser of the loan-to-value ratio for the deleted Mortgage Loan as of the Closing Date and 75%,
in each case using the “value” for the Mortgaged Property as determined using an MAI appraisal; (vii) comply (except
in a manner that would not be adverse to the interests of the Certificateholders) as of the date of substitution in all material
respects with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have
an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property
and which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least
equal to the greater of the original debt service coverage ratio of the deleted Mortgage Loan as of the Closing Date and 1.25x;
(x) constitute a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced
by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have a maturity date or an
amortization period that extends to a date that is after the date two (2) years prior to the Rated Final Distribution Date; (xii)
have comparable prepayment restrictions to those of the deleted Mortgage Loan; (xiii) not be substituted for a deleted Mortgage
Loan unless the Trustee and the Certificate Administrator have received Rating Agency Confirmation from each Rating Agency (the
cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been
approved, so long as a Control Event has not occurred and is not continuing, by the Directing Certificateholder; (xv) prohibit
defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a deleted Mortgage Loan if it would result in
the termination of the REMIC status of either of the Trust REMICs established under this Agreement or the imposition of tax on
either of such Trust REMICs other than a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement,
as determined by an Opinion of Counsel; (xvii) have an engineering report with respect to the related Mortgaged Property that will
be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal
and interest then due. In the event that more than one mortgage loan is substituted for a deleted Mortgage Loan, then the amounts
described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified
Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii);
provided that the rates described in clause (ii) above and the remaining term to


 



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stated maturity referred to in clause
(v) above shall be determined on a weighted average basis; provided, further, that no individual Mortgage Rate
(net of the Servicing Fee Rate, the Certificate Administrator Fee Rate and the Senior Trust Advisor Fee Rate) shall be lower than
the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of
any class of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage
Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified Substitute
Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee, the Certificate
Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder.


 


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


 


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


 


“RAIT Financial
Trust Guaranty”: That certain letter agreement dated as of October 29, 2015, by RAIT Financial Trust in favor of the
Depositor related to the Mortgage Loan Purchase Agreement entered into by RAIT.


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


“Regular Certificates”:
Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class
F, Class G, Class NR, Class X-A, Class X-B, Class X-C and Class X-D Certificates.


 


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


 


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


 


“Regulation
AB Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also,
with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s
knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing
Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the
Trustee and/or the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from
time to time be amended.


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 



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


 


	Related
                                         Certificates

        
	 	Related
                                         Uncertificated

                                         Lower-Tier Interest

        

	Class
    A-1 Certificates	 	Class
    LA1 Uncertificated Interest
	Class
    A-2 Certificates	 	Class
    LA2 Uncertificated Interest
	Class
    A-3 Certificates	 	Class
    LA3 Uncertificated Interest
	Class
    A-4 Certificates	 	Class
    LA4 Uncertificated Interest
	Class
    A-5 Certificates	 	Class
    LA5 Uncertificated Interest
	Class
    A-SB Certificates	 	Class
    LASB Uncertificated Interest
	Class
    A-S Certificates	 	Class
    LAS Uncertificated Interest
	Class
    B Certificates	 	Class
    LB Uncertificated Interest
	Class
    C Certificates	 	Class
    LC Uncertificated Interest
	Class
    D Certificates	 	Class
    LD Uncertificated Interest
	Class
    E Certificates	 	Class
    LE Uncertificated Interest
	Class
    F Certificates	 	Class
    LF Uncertificated Interest
	Class
    G Certificates	 	Class
    LG Uncertificated Interest
	Class
    NR Certificates	 	Class
    LNR Uncertificated Interest


 


“Relevant
Distribution Date” means with respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date,
and (b) any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
holding a Serviced Companion Loan, the “Distribution Date” (or analogous concept) under the related Other Pooling
and Servicing Agreement.


 


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


 


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


 


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


 


“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear
at Sections 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and final Treasury
Regulations (or proposed regulations that would apply by reason of their proposed effective date


 






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


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section
3.16(b) on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for
the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “LNR Partners, LLC, or the applicable
successor special servicer, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit
of registered holders of JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series
2015-C32, REO Account”. Any such account or accounts shall be an Eligible Account.


 


“REO
Acquisition”: The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.


 


“REO
Disposition”: The sale or other disposition of the REO Property pursuant to Section 3.18.


 


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


 


“REO
Loan”: Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan or the related Companion Loan, as applicable),
deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding
for so long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced
Mortgage Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise
has the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation,
with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without
regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have
an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the
related REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect
of a REO Loan. All amounts payable or reimbursable
to the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest accrued and payable to the Master Servicer or the Trustee, as applicable, in respect of such Advances in
accordance with Section 3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable


 






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to
the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator or the Trustee, as applicable,
in respect of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each
case, that were paid from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders
being reduced as a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed
outstanding until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating
to the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, will be available for amounts
due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing Advances,
indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred
with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to an AB Subordinate Companion
Loan, as set forth in the related Intercreditor Agreement.


 


“REO
Property”: A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a
nominee thereof for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor
Agreement, with respect to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee
(as holder of the Uncertificated Lower-Tier Interests) (and also including, if applicable, the Trust Fund’s beneficial interest
in a Non-Serviced Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of,
the applicable Non-Serviced Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced
Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection
with the default or imminent default of a Mortgage Loan. References herein to the Special Servicer acquiring, maintaining, managing,
inspecting, insuring, selling or reporting or to Appraisal Reductions and Final Recovery Determinations with respect to an “REO
Property”, shall not include the Trust Fund’s beneficial interest in a Non-Serviced Mortgaged Property. For the avoidance
of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, either Trust REMIC
or the Grantor Trust.


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


“Reporting
Servicer”: The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Senior Trust Advisor,
the Custodian or any Servicing Function Participant engaged by such parties, as the case may be.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Rule
144A”: Rule 144A under the Act.


 


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


 


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


 






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Servicer
and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


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


 


“Security
Agreement”: With respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in
the related Mortgage or executed separately, creating in favor of the holder of such Mortgage a security interest in the personal
property constituting security for repayment of such Mortgage Loan.


 


“Senior
Certificate”: Any Class A (other than the Class A-S Certificates) or Class X Certificate.


 


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


 


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


 


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


 






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separately
identifiable fee; provided, further, that the Senior Trust Advisor may in its sole discretion reduce the Senior
Trust Advisor Consulting Fee with respect to any Major Decision; provided, further, that the Master Servicer or
Special Servicer, as applicable, may waive or reduce the amount of any Senior Trust Advisor Consulting Fee payable by the related
Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided that
the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Senior Trust Advisor
prior to any such waiver or reduction).


 


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


 


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


 


“Senior
Trust Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a
per annum rate of 0.0025%; provided that for any Interest Accrual Period during which there is no Senior Trust Advisor,
the rate shall be 0%.


 


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


 


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


 


“Serviced
Companion Loan”: Each of (a) the First National Building Pari Passu Companion Loan, (b) the Eastmont Town Center Pari
Passu Companion Loan, (c) the Hyatt Place Texas Portfolio Pari Passu Companion Loan, (d) the New Center One Building Pari Passu
Companion Loan and (e) any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Companion Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion
Loan.


 


“Serviced
Companion Noteholder”: Each of the holders of (a) the First National Building Pari Passu Companion Loan, (b) the Eastmont
Town Center Pari Passu Companion Loan, (c) the Hyatt Place Texas Portfolio Pari Passu Companion Loan, (d) the New Center One Building
Pari Passu Companion Loan and (e) any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Mortgage Loan”: Each of (a) the First National Building Mortgage Loan, (b) the Eastmont Town Center Mortgage Loan, (c)
the Hyatt Place Texas Portfolio Mortgage Loan, (d) the New Center One Building Mortgage Loan and (e) any AB Mortgage Loan related
to a Serviced AB Whole Loan, as applicable.


 






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“Serviced
Pari Passu Companion Loan”: Each of (a) the First National Building Pari Passu Companion Loan, (c) the Eastmont Town
Center Pari Passu Companion Loan, (c) the Hyatt Place Texas Portfolio Pari Passu Companion Loan and (d) the New Center One Building
Pari Passu Companion Loan.


 


“Serviced
Pari Passu Mortgage Loan”: Each of (a) the First National Building Mortgage Loan, (b) the Eastmont Town Center Mortgage
Loan, (c) the Hyatt Place Texas Portfolio Mortgage Loan and (d) the New Center One Building Mortgage Loan.


 


“Serviced
Pari Passu Whole Loan”: Each of (a) the First National Building Whole Loan, (b) the Eastmont Town Center Whole Loan,
(c) the Hyatt Place Texas Portfolio Whole Loan and (d) the New Center One Building Whole Loan.


 


“Serviced
Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as
each such Companion Loan is included in a Regulation AB Companion Loan Securitization.


 


“Serviced
Whole Loan”: Each of (a) the First National Building Whole Loan, (b) the Eastmont Town Center Whole Loan, (c) the Hyatt
Place Texas Portfolio Whole Loan, (d) the New Center One Building Whole Loan and (e) any Serviced AB Whole Loan, as applicable.


 


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


 


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


 


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


 


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


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a
Serviced Mortgage Loan, the related Serviced Companion Loan), other than a Non-Serviced Mortgage Loan, in respect of which a default,
delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) an REO Property,


 






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including,
in the case of each of such clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance with the
Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation, restoration and protection of
a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described
in clauses (i) – (vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management, maintenance
and liquidation of any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing Advance”.
Notwithstanding anything to the contrary, “Servicing Advances” shall not include allocable overhead of the Master
Servicer or the Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries
and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with
its purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the Special Servicer nor the Trustee shall make
any Servicing Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Companion
Loan under the related Intercreditor Agreement or this Agreement.


 


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


 


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


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan and REO Loan, a per annum rate equal to the rate set forth on the
Mortgage Loan Schedule under the heading “Servicing Fee Rate”, in each case computed on the basis of the Stated Principal
Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such loans.
With respect to the First National Building Pari Passu Companion Loan, the “Servicing Fee Rate” shall be a per
annum rate equal to 0.0025%. With respect to the Eastmont Town Center Pari Passu Companion Loan, the “Servicing Fee
Rate” shall be a per annum rate equal to 0.0025%. With respect to the Hyatt Place Texas Portfolio Pari Passu Companion
Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%. With respect to the New Center One
Building Pari Passu Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.0025%.


 


“Servicing
File”: A photocopy of all items required to be included in the Mortgage File, together with each of the following, to
the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the
extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates
to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of any
engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with respect to tenanted
commercial space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse property,
a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller;
(iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client


 






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


 


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


 


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


 


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


 


“Servicing
Transfer Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Companion Loan,
the occurrence of any of the following events:


 


(i)        with
respect to a Mortgage Loan or Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall have occurred at
its original Maturity Date, or (b) if the original Maturity Date of such Mortgage Loan or Companion Loan has been extended as
provided herein, a payment default shall have occurred at such extended Maturity Date; or


 


(ii)       with
respect to each Mortgage Loan or Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent and the related
Mortgagor has not provided the Special Servicer, within sixty (60) days after the


 






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


 


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


 


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


 


(v)        a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, is entered against the related Mortgagor; provided that if such decree or order is discharged
or stayed within sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within sixty (60) days
of a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage Loan (and any related
Companion Loan), shall no longer be a Specially Serviced Mortgage Loan (and no Special Servicing Fees, Workout Fees or Liquidation
Fees will be payable with respect thereto and any such fees actually paid shall be reimbursed to the Trust Fund by the Special
Servicer); or


 






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


 


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


 


(viii)     a
default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor
to pay principal or interest) and which the Master Servicer or Special Servicer (in the case of the Special Servicer, with respect
to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Event, with the consent
of the Directing Certificateholder) determines in its good faith reasonable judgment may materially and adversely affect the interests
of the Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder),
as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as the case may
be), if applicable, has occurred and remained unremedied for the applicable grace period specified in the related Mortgage Loan
or related Companion Loan documents, other than the failure to maintain terrorism insurance if such failure constitutes an Acceptable
Insurance Default (or if no grace period is specified for those defaults which are capable of cure, sixty (60) days); or


 


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


 


(x)        the
Master Servicer or Special Servicer (in the case of the Special Servicer, with respect to any Mortgage Loan other than an Excluded
Loan, prior to the occurrence and continuance of any Control Event, with the consent of the Directing Certificateholder) determines
that (i) a default (other than as described in clause (iv) above) under a Mortgage Loan or related Companion Loan is imminent
or reasonably foreseeable, (ii) such default will materially impair the value of the corresponding Mortgaged Property as security
for the Mortgage Loan and related Companion Loan (if any) or otherwise materially adversely affect the interests of Certificateholders
(and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder), as a collective whole
(taking into account the subordinate or pari passu nature of any Companion Loans, as the case may be), and (iii) the default
will continue unremedied for the applicable cure period under the terms of the Mortgage Loan or related Companion Loan or, if
no cure period is specified and the default is capable of being cured, for thirty (30) days (provided that such 30-day
grace period does not apply to a default that gives rise to immediate acceleration without application of a grace period under
the terms of the Mortgage Loan or related Companion Loan;


 






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provided that any determination that a Servicing Transfer Event
has occurred under this clause (x) with respect to any Mortgage Loan or related Companion Loan solely by reason of the
failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained insurance coverage against damages
or losses arising from acts of terrorism may only be made by the Special Servicer (and with respect to any Mortgage Loan other
than an Excluded Loan, prior to the occurrence and continuance of any Control Event, with the consent of the Directing Certificateholder);


 


provided
that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Mortgage
Loan shall be a Specially Serviced Mortgage Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced
Mortgage Loan. If any Serviced Companion Loan becomes a Specially Serviced Mortgage Loan, the related Serviced Mortgage Loan shall
also become a Specially Serviced Mortgage Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan, the
related Serviced Companion Loan shall also become a Specially Serviced Mortgage Loan. With respect to a Non-Serviced Mortgage
Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the related Non-Serviced Pooling Agreement.


 


“Significant
Obligor”: As defined in Section 11.16.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the
related Mortgage Loan documents. The Depositor, the Master Servicer and the Certificate Administrator acknowledge that that in
the event the Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor” (within the
meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Companion Loan,
the date on which quarterly financial statements are required to be delivered to the related lender under the related Mortgage
Loan documents is, with respect to net operating income information, for (a) each of the First National Building Pari Passu Companion
Loan and the New Center One Building Pari Passu Companion Loan, forty-five (45) days following the end of each fiscal quarter
and (b) each of the Eastmont Town Center Pari Passu Companion Loan and the Hyatt Place Texas Portfolio Pari Passu Companion Loan,
thirty (30) days following the end of each fiscal quarter, in either case, subject to the terms of the related loan agreement.


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end
of such calendar year.


 


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


 


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


 






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“Sole
Certificateholder”: Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or
a Holder of a Definitive Certificate holding 100% of the then-outstanding Class E, Class F, Class G and Class NR Certificates;
provided, however, that the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-SB, Class A-S, Class B, Class C, Class EC and Class D Certificates have been retired.


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded
Special Servicer Loan) and the Serviced Companion Loans (if any), LNR Partners, LLC, and its successors in interest and assigns,
or any successor special servicer appointed as herein provided and (ii) any Excluded Special Servicer Loan, if any, the related
Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context may
require.


 


“Special
Servicer Decision”: Collectively:


 


(i)        approval
of leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other
similar agreements for (i) all ground leases, including any determination whether to cure any Mortgagor defaults relating to any
ground lease, and (ii) all other leases in excess of the lesser of (y) 30,000 square feet and (z) 30% of the net rentable area
at the related Mortgaged Property so long as it is considered a “major lease” or otherwise reviewable by the lender
under the related Mortgage Loan documents;


 


(ii)       approval
of any waiver regarding the receipt of financial statements (other than an immaterial timing waiver including late financial statements);


 


(iii)      approval
of annual budgets for the related Mortgaged Property that provide for (i) operating expenses equal to more than 110% of the amount
that was budgeted therefor in the prior year or (ii) payments to affiliates of the related Mortgagor (excluding affiliated managers
paid at fee rates agreed to at the origination of the related Mortgage Loan or Whole Loan);


 


(iv)       approval
of easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make payments
with respect to the related Mortgage Loan;


 


(v)        agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Whole Loan in connection with a defeasance if
such proposed modification, waiver, consent or amendment is with respect to a (i) a waiver of a Mortgage Loan event of default,
(ii) a modification of the type of defeasance collateral required under the Mortgage Loan or Whole Loan documents such that defeasance
collateral other than direct, non-callable obligations of the United States would be permitted or (iii) a modification that would
permit a principal prepayment instead of defeasance if the applicable loan


 






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documents do not otherwise permit such principal prepayment;
provided that the foregoing is not otherwise a Major Decision;


 


(vi)       in
circumstances where no lender discretion is required other than confirming that the conditions in the related Mortgage Loan documents
have been satisfied (including determining whether any applicable terms or tests are satisfied), any request to incur additional
debt in accordance with the terms of the Mortgage Loan documents;


 


(vii)      any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out” or “holdback” escrows or reserves including the funding or disbursement of any such amounts
with respect to any of the Mortgage Loans secured by the Mortgaged Properties specifically identified on Schedule 3 hereto,
other than routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance related
criteria is not required pursuant to the terms of the related Mortgage Loan documents (for the avoidance of doubt, any request
for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating
expenses, and tenant improvements pursuant to an approved lease, each in accordance with the Mortgage Loan documents or any other
funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer, shall not constitute a Special
Servicer Decision);


 


(viii)     in
circumstances where no lender discretion is required other than confirming satisfaction of the applicable terms of the Mortgage
Loan documents (including determining whether any applicable terms or tests are satisfied), processing requests for any release
of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case,
Special Servicer Decisions shall not include (i) grants of easements or rights of way that do not materially affect the use or
value of the Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the Mortgage Loan; (ii)
the release, substitution or addition of collateral securing any Serviced Mortgage Loan or Serviced Whole Loan in connection with
a defeasance of such collateral; or (iii) requests that are related to any condemnation action that is pending, or threatened
in writing, and would affect a non-material portion of the Mortgaged Property; provided that such release or substitution
or addition of collateral is not a Major Decision; and


 


(ix)       any
modification, consent to a modification or waiver of any material term of any Intercreditor Agreement related to a Serviced Mortgage
Loan or Serviced Whole Loan, or any action to enforce rights with respect thereto.


 


provided,
however, that notwithstanding the foregoing, the Master Servicer and the Special Servicer may mutually agree, as contemplated
by Section 3.20(a), that the Master Servicer shall process any of the foregoing matters (as well as any Major Decision)
with respect to any Non-Specially Serviced Mortgage Loan. Except as specifically set forth in Section 3.11(a) and/or (c)


 






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with respect to assumption application fees relating to any Non-Specially Serviced Mortgage Loan, the Master Servicer and
the Special Servicer shall each be entitled to 50% of any fees paid in connection with a Special Servicer Decision or Major Decision
with respect to any Non-Specially Serviced Mortgage Loan regardless of whether the Master Servicer or the Special Servicer processes
such Special Servicer Decision or Major Decision.


 


“Special
Servicing Fee”: With respect to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage
Loan), the fee payable to the Special Servicer pursuant to Section 3.11(b).


 


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


 


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


 


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


 


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


 


“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off
Date Principal Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance
of such Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of
substitution, whether or not received), plus (y) any Mortgage Deferred Interest added to the principal balance of such
Mortgage Loan on or before the end of the immediately preceding Due Period minus (z) the sum of:


 


(i)        the
principal portion of each Monthly Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced by the
Master Servicer;


 


(ii)       all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution);


 


(iii)      the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan and Liquidation
Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or


 






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in the case of a Qualified Substitute Mortgage
Loan, the Due Date in the related month of substitution); and


 


(iv)       any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Due Period for
the most recent Distribution Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer,
the Special Servicer, the Senior Trust Advisor, an Additional Servicer or a Sub-Servicer.


 






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


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the
material servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.22.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to the
excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated
Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and
interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are
substituted (at the same time by the same Mortgage Loan Seller) for one or more deleted Mortgage Loans, the Substitution Shortfall
Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage
Loan(s) being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving
Entity”: As defined in Section 6.02(b).


 


“Tax
Returns”: The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable
Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification
as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable,
or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other information, reports or returns
that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental
taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


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


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transferable
Servicing Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which
is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.


 






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“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(n)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(n)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “JPMBB Commercial Mortgage Securities
Trust 2015-C32”.


 


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


 


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


 


“Trust
Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans
as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a deleted Mortgage
Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the
related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due
Date in the month of substitution); (iii) any REO Property (to the extent of the Trust Fund’s interest therein) or the Trust
Fund’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced
Pooling Agreement; (iv) all revenues received in respect of any REO Property (to the extent of the Trust Fund’s interest
therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Trust Fund’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust Fund’s interest therein); (vii) any letters of credit, indemnities, guaranties or
lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Trust Fund’s
interest therein); (viii) all assets deposited in the Servicing Accounts (to the extent of the Trust Fund’s interest therein),
amounts on deposit in the Certificate Account (to the extent of the Trust Fund’s interest therein), the Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Class EC Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust Fund’s interest in such
Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust Fund’s interest in such REO Account), including
any


 






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reinvestment
income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust Fund’s interest therein);
(x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee);
(xi) $100 to be deposited by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date in respect of the
Class X-C Certificates; (xii) the Uncertificated Lower-Tier Interests; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the
extent such interest belongs to the related Mortgagor).


 


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


 


“U-Haul
Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 1, 2015, by and between
the holders of the U-Haul Portfolio Pari Passu Companion Loans, the holder of U-Haul Portfolio Mortgage Loan and the holders of
the U-Haul Portfolio Subordinate Companion Loans, relating to the relative rights of such holders of the U-Haul Portfolio Whole
Loan, as the same may be further amended in accordance with the terms thereof.


 


“U-Haul
Portfolio Mortgage Loan”: With respect to the U-Haul Portfolio Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 5 on the Mortgage Loan Schedule), which is designated as promissory note A-1B, and is pari
passu in right of payment with the U-Haul Portfolio Pari Passu Companion Loans to the extent set forth in the U-Haul Portfolio
Intercreditor Agreement.


 


“U-Haul
Portfolio Mortgaged Property”: The Mortgaged Property which secures the U-Haul Portfolio Whole Loan.


 


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


 


“U-Haul
Portfolio Trust and Servicing Agreement”: The trust and servicing agreement, dated as of October 1, 2015, among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as depositor, Wells Fargo Bank, National Association, as servicer and as special
servicer, and U.S. Bank National Association, as certificate administrator and as trustee, as from time to time amended, supplemented
or modified.


 


“U-Haul
Portfolio Subordinate Companion Loans”: With respect to the U-Haul Portfolio Whole Loan, the Companion Loans evidenced
by promissory notes A-3A and A-3B made by the related Mortgagors and secured by the Mortgage on the U-Haul Portfolio Mortgaged
Property, which are not included in the Trust and each of which are subordinate in right of payment to the U-Haul Portfolio Mortgage
Loan and the U-Haul Portfolio Pari Passu Companion Loans to the extent set forth in the related Mortgage Loan documents and as
provided in the U-Haul Portfolio Intercreditor Agreement.


 






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


 


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


 


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


 


“Uncertificated
Lower-Tier Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class
LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LNR Uncertificated Interests.


 


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


 


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


 


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


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance
was made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions
of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued interest
on Advances and other additional Trust Fund expenses incurred in connection with the related Mortgage Loan) and, if applicable,
REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination Date, but
in each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously
made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“Upper-Tier
REMIC”: One of the two separate REMICs comprising the Trust Fund, the assets of which consist of the Uncertificated
Lower-Tier Interests, $100 to be deposited by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date
with


 






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respect
to the Class X-C Certificates, and such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of JPMBB Commercial
Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, Upper-Tier REMIC Distribution
Account”. Any such account or accounts shall be an Eligible Account.


 


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


 


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


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of
the date of determination) and (ii) in the case of any other Class of Regular Certificates (other than the Class X Certificates),
a percentage equal to the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance (and solely
in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d)
or the Senior Trust Advisor pursuant to Section 3.31(i), taking into account any notional reduction in the Certificate
Balance for Appraisal Reductions allocated to the Certificates pursuant to Section 4.05(a) hereof) of such Class (without
giving effect to any exchange of the Exchangeable Certificates to Class EC Certificates), in each case, determined as of the Distribution
Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in
connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d)
or the Senior Trust Advisor pursuant to Section 3.31(i), taking into account any notional reduction in the Certificate
Balance for Appraisal Reductions allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Certificates
(other than the Class R, Class Z and Class X Certificates) (and without giving effect to any exchange of the Exchangeable Certificates
to Class EC Certificates), each determined as of the Distribution Date immediately preceding such time. None of the Class R or
Class Z Certificates will be entitled to any Voting Rights. Voting Rights allocated to a Class of Certificateholders shall be
allocated among such Certificateholders


 






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in
proportion to the Percentage Interests evidenced by their respective Certificates. In addition, if Exchangeable Certificates are
exchanged for Class EC Certificates, Certificateholders of such Class EC Certificates will be entitled to exercise the Voting
Rights that would otherwise be allocated to the Exchangeable Certificates converted for such Class EC Certificates. Appraisal
Reductions shall not result in a change in the Class Voting Rights of any Class of Regular Certificates.


 


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


 


“WHFIT”:
shall mean a “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22)
or successor provisions.


 


“WHFIT
Regulations”: shall mean Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 


“Whole
Loan”: Any of (i) the Civic Opera Building Whole Loan, (ii) the U-Haul Portfolio Whole Loan, (iii) the First National
Building Whole Loan, (iv) the One Shell Square Whole Loan, (v) the Eastmont Town Center Whole Loan, (vi) the Brunswick Portfolio
Whole Loan, (vii) the Hyatt Place Texas Portfolio Whole Loan and (viii) the New Center One Building Whole Loan.


 


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


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Monthly Payments under its modified terms,
would then constitute) a Corrected Mortgage Loan, together with (to the extent accrued and unpaid) interest on such Advances,
to the extent that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance
on or before the date, if any, on which such Mortgage Loan becomes a Corrected Mortgage Loan and (ii) the amount of such Advance
(and accrued and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of
the modified loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not
in any manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable
Advance.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Mortgage Loan in accordance with Section
3.11(c).


 


“Workout
Fee Rate”: With respect to each Corrected Mortgage Loan, a fee of 1.0% of each collection (other than Penalty Charges
and Excess Interest) of interest and principal






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


 


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


 


“YM
Group”: YM Group A , YM Group B, YM Group C or YM Group D, as applicable.


 


“YM
Group A”: Collectively, the Class A Certificates and the Class X-A Certificates.


 


“YM
Group B”: Collectively, the Class B Certificates and the Class X-B Certificates.


 


“YM
Group C”: Collectively, the Class C Certificates and the Class X-C Certificates.


 


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


 


“YM
Group E”: Collectively, the Class E Certificates, the Class F Certificates, the Class G Certificates and the Class NR
Certificates.


 


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


 


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


 


(ii)       Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with
the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan on which interest accrues.


 


(iii)      Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to


 






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(a)
any distributions made on such Distribution Date pursuant to Section 4.01(a), and (b), (b) any Collateral Support
Deficit allocated to such Class of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04, (c)
the addition of any Certificate Deferred Interest allocated to such Class of Principal Balance Certificates pursuant to Section
4.06, and (d) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously
reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution
Amount, which recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant
to Section 4.04(a).


 


(iv)       All
net present value calculations and determinations made with respect to a Mortgage Loan, Serviced Companion Loan, Mortgaged Property
or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made using a discount
rate (a) for principal and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Mortgage
Loan by the Special Servicer, the higher of (x) the rate determined by the Master Servicer or Special Servicer, as applicable,
that approximates the market rate that would be obtainable by the Mortgagor on similar non-defaulted debt of such Mortgagor as
of such date of determination and (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable,
based on its outstanding principal balance, and (b) for all other cash flows, including property cash flow, the “discount
rate” set forth in the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property.


 


(v)        Any
reference to “expense of the trust” or words of similar import shall be construed to mean, for any Serviced Mortgage
Loan, an expense that shall be applied in accordance with the related Intercreditor Agreement or, if no application is specified
in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement refers to this Agreement for the application
of trust expenses or such Intercreditor Agreement does not prohibit the following application of trust expenses (i) with respect
to any Serviced Pari Passu Whole Loan, pro rata and pari passu, to the Trust Fund and Serviced Pari Passu Companion
Loan in accordance with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan or (ii) with respect to any AB Whole Loan, first, to the related AB Subordinate Companion Loan
and then, to the Trust Fund.


 


[End
of Article I]


 


Article
II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01          Conveyance of Mortgage Loans.     (a) The Depositor, concurrently with the execution and delivery hereof, does hereby
establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without
recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier Interests) all
the right, title and interest of the Depositor, including any security interest therein


 






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for
the benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections
1, 2, 3, 4, 5 (excluding Section 5(d), 5(g) and 5(h)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d),
6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, Sections 20 and 21 of the
Mortgage Loan Purchase Agreement among the Depositor, SMF II and Starwood and Sections 20 and 21 of the Mortgage Loan Purchase
Agreement among the Depositor, RTI and RCMC; (iii) the RAIT Financial Trust Guaranty; (iv) the Intercreditor Agreements; (v) $100
to be deposited by the Depositor into the Upper-Tier REMIC Distribution Account on the Closing Date with respect to the Class
X-C Certificates; and (vi) all other assets included or to be included in the Trust Fund. Such assignment includes all interest
and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal
and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected on or
before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in October 2015 but have their first
Due Date in November 2015, any interest amounts relating to the period prior to the Cut-off Date). The transfer of the Mortgage
Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 12.07, is intended
by the parties to constitute a sale. In connection with the assignment to the Trustee of (A) Sections 1, 2, 3, 4, 5 (excluding
Section 5(d), 5(g) and 5(h)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11,
13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, (B) Sections 20 and 21 of the Mortgage Loan Purchase
Agreement among the Depositor, SMF II and Starwood, (C) Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor,
RTI and RCMC, and (D) the RAIT Financial Trust Guaranty, it is intended that the Trustee get the benefit of Sections 10, 11 and
14 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts
to make available to the Trustee the benefits of Sections 10, 11 and 14 in connection therewith.


 


(b)        In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian (or with respect to letters of credit,
the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned, with copies to the
Master Servicer (except, in the case of Serviced Mortgage Loans, for letters of credit). If the applicable Mortgage Loan Seller
cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the
applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage
Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that
the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage Loan Seller
cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses
(ii), (iv), (viii), (xi) and (xii) of the definition of “Mortgage File” (or, if applicable,
a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay
caused by the public filing or recording office where such document or instrument has been delivered, or will be delivered within
10 Business Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the


 






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Closing
Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been
included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified
by the applicable public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller
to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered to the
Custodian on or before the Closing Date, and either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of
the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true
and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered
to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen
(18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified
in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after
the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office
such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot deliver, or cause to be delivered,
as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (viii),
(xi) and (xii) (or, if applicable, a copy thereof) of the definition of “Mortgage File,” with evidence
of filing or recording thereon, for any other reason, including, without limitation, that such non-delivered document or instrument
has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
shall be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document or instrument
(with evidence of filing or recording thereon and certified in the case of the documents and/or instruments referred to in clause
(ii) of the definition of “Mortgage File” by the appropriate county recorder’s office or the applicable
title insurance company to be a true and complete copy of the original thereof submitted for recording) is delivered to the Custodian
on or before the Closing Date. Neither the Trustee nor any Custodian shall in any way be liable for any failure by any Mortgage
Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this
Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable Mortgage
Loan Seller is required to, but cannot deliver (in complete and recordable form or form suitable for filing or recording, if applicable)
any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v) (to the extent not already
assigned pursuant to clause (iii)), clause (vii) (to the extent not already assigned pursuant to clause (iii))
or clause (xi) of the definition of “Mortgage File” solely because of the unavailability of filing or recording
information as to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements
of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering
with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of
Exhibit H; provided that all required original assignments with respect to such Mortgage Loan (in fully complete
and recordable form or form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty
(180) days after the Closing Date (or within such longer period, not to exceed eighteen (18) months, which


 






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the Custodian shall
consent to so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less
often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith to obtain
from the appropriate public filing office or county recorder’s office the applicable filing or recording information as
to the related document or instrument); and provided, further, that in the case of a Non-Serviced Mortgage Loan,
the delivery of any such assignments shall be subject to clause (e) and/or clause (f) of the final proviso to the
definition of “Mortgage File” herein. If, in accordance with the related Mortgage Loan Purchase Agreement and consistent
with Section 2.01(c) of this Agreement, as to any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible
for recording or filing, as applicable, any one of the assignments in favor of the Trustee referred to in clause (iii),
clause (v) (to the extent not already assigned pursuant to clause (iii)) or clause (xi) of the definition
of “Mortgage File”, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage
Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect
to such Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording
or filing information not yet available) to be sent for recording or filing; provided that an original or copy of such
assignment (with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated
by Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect to letters of credit
referred to in clause (xvi) of the definition of “Mortgage File” and relating to a Serviced Mortgage Loan,
the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer (which letter of credit shall be titled
in the name of, or assigned to, “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of registered holders of JPMBB Commercial Mortgage Securities Trust 2015-C32,
Commercial Mortgage Pass-Through Certificates, Series 2015-C32”), and a copy to the Custodian or, if such original has been
submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment of such letter
of credit (changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as titled above) that may be required
in order for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms
thereof and/or of the related Mortgage Loan documents) and the applicable Mortgage Loan Seller shall be deemed to have satisfied
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect
to any letter(s) of credit a copy thereof to the Custodian together with an officer’s certificate of the applicable Mortgage
Loan Seller certifying that such document has been delivered to the issuing bank for reissuance or an Officer’s Certificate
from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which
shall be delivered to the Custodian on the Closing Date. If a letter of credit referred to in the previous sentence is not in
a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable
terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the appropriate
assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has
submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within thirty (30) days
of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of
assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of


 






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credit
on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating
a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be
drawn by the Master Servicer on behalf of the Trust.


 


(c)        Pursuant
to each Mortgage Loan Purchase Agreement, except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller
is required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment
of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments”
and, individually, “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable Mortgage
Loan Purchase Agreement in proper form for filing or recording, as applicable, and to submit such Assignments for filing or recording,
as the case may be, in the applicable public filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver
one (1) omnibus assignment for all such Mortgage Loans to the Custodian as provided in Section 2.01(b). Except under the
circumstances provided for in the last sentence of this subsection (c) and except in the case of a Non-Serviced Mortgage
Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly
(and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan Seller’s
actual receipt of the related documents and the necessary recording and filing information) cause to be submitted for recording
or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate,
each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in the case of a UCC
Assignment) should be returned by the public recording office to the Custodian or its designee following recording or filing (or
to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian or its
designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be deemed
a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be delivered
to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any such document
or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in which
it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because
of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its
designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the
related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the
same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received
confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan
Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related Mortgage
Loan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian,
the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable
jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation that the Assignment appears
in such records and retain a copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording
or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly
inform the other


 






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and
the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment.
The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for any Assignments which,
having been properly submitted for filing or recording to the appropriate governmental office by the Custodian, fail to appear
of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment to the
Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any UCC-3
to the Trustee referred to in clause (xi) of the definition of “Mortgage File,” in those jurisdictions where,
in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable to
the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the related
Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master Servicer,
the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)        All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective
Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and (ii)
are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each Mortgage
File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business
Days after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the
Certificateholders (and as holder of the Uncertificated Lower-Tier Interests) and, if applicable, on behalf of the related Companion
Holder. Such documents and records shall be any documents and records (with the exception of any items excluded under the immediately
preceding sentence) that would otherwise be a part of the Servicing File.


 


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


 


(f)        The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held in the
name of the applicable Mortgage Loan Seller or any other name to be transferred to the Master Servicer (or a Sub-Servicer) for
deposit into Servicing Accounts.


 






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(g)        With
respect to the Mortgage Loans secured by the Mortgaged Properties identified as “Hilton Suites Chicago Magnificent Mile”,
“Hilton Atlanta Perimeter”, “Hyatt Place Texas Portfolio”, “Residence Inn - Clifton Park”,
“Best Western – Leesburg, VA”, “Comfort Inn – Staunton, VA”, “La Quinta Inn & Suites
– Angleton, TX”, “Comfort Inn – Woodstock, VA” and “Red Roof Inn & Suites – Savannah
GA” on the Mortgage Loan Schedule, which are each subject to a franchise or management agreement with a related comfort
letter in favor of the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer
or assign any related comfort letter to the Trust or otherwise have a new comfort letter issued in the name of the Trust, the
related Mortgage Loan Seller or its designee will be required to provide any such required notice or make any such required request
to the related franchisor (with a copy of such notice or request to the Master Servicer and the Special Servicer) within 45 days
of the Closing Date (or any shorter period if required by the applicable comfort letter), and the Master Servicer shall use reasonable
efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any
such new document or acknowledgement as may be contemplated under the existing comfort letter).


 


Section
2.02          Acceptance by Trustee.     (a) The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt
by it or a Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of any
adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File” with
respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or a Custodian on
its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the Mortgage Loan
Sellers that constitute the Mortgage Files, and (b) that it holds and will hold such other assets included in the Trust Fund,
in trust for the exclusive use and benefit of all present and future Certificateholders and, with respect to any original document
in the Mortgage File for a Serviced Whole Loan, for any present or future Companion Holder (and for the benefit of the Trustee
as holder of the Uncertificated Lower-Tier Interests), as applicable. If any Mortgage Loan Seller is unable to deliver or cause
the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with
a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document delivery requirements
of Section 2.01 and of this Section 2.02.


 


(b)        Within
sixty (60) days of the Closing Date, the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than
sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to
each of the Rating Agencies, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
in full)) that, except as specifically identified in any exception report annexed to such writing (the “Custodial Exception
Report”), (i) subject to the final proviso of the definition of “Mortgage File” herein and Section 2.01
hereof, all documents specified in clauses (i) through (v), (ix) through (xiii), (xv) and
(xvi) (or, with respect to clause (xvi), a copy of such letter of credit and the required Officer’s Certificate),
if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered
or caused to be delivered by the


 






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Mortgage
Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such
Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of
“Mortgage Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report,
the Custodian shall specifically identify such Mortgage Loan together with the nature of such exception (in the form reasonably
acceptable to the Custodian and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but
never delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or recording and have
not been returned by the filing office or the recorder’s office).


 


(c)        The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage File” herein and Section
2.01 hereof, all documents specified in clauses (i) through (v), (ix) through (xiii), (xv)
and (xvi), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the
foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear
regular on their face and appear to be executed and relate to such Mortgage Loan, if applicable, and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


(d)        Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Defect in any of the
documents specified in clauses (ii) through (v), (viii), (ix), (xi) and (xii) in the
definition of “Mortgage File”, which Defect results solely from a delay in the return of the related documents from
the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related
Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing
Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan and only prior to the occurrence and
continuance of a Control Event), and the Special Servicer may, in accordance with the Servicing Standard, after the occurrence
and during the continuance of a Control Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting
for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held in trust in a segregated Eligible Account
(which may be a sub-account of the Certificate Account), equal to 25% of the Stated Principal Balance of the related Mortgage
Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such amount,
with a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by the Master Servicer (i) until the
date on which the Custodian determines and notifies the Master Servicer that such Defect has been cured or the related Mortgage
Loan is no longer part of the Trust Fund, at which


 






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time
the Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are
applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d)
in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding
sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian
that it has determined in the exercise of its reasonable judgment that the document with respect to which such Defect exists is
required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan,
defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity
or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation,
the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with,
and to the extent required by, the terms and conditions of Section 2.03(b) and Section 6 of the related Mortgage Loan Purchase
Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan
for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension period) if it
is attempting to recover the document from the applicable filing or recording office and provides an officer’s certificate
setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase
or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has
delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer shall,
to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Certificate Account to be
applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or
proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with
Section 2.03(b). All such funds deposited in the Certificate Account shall be invested in Permitted Investments, at the
direction and for the benefit of the related Mortgage Loan Seller. Such funds shall be treated as an “outside reserve fund”
under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related
Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on
income or gain with respect thereto.


 


(e)        It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any
of the documents specified in clauses (vi), (vii), (viii), (xiv) and (xvii) through (xxv)
of the definition of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan
Sellers or any other Person (unless identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the
documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same
are genuine, enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest or appropriate
for the represented purpose or that they are other than what they purport to be on their face and, with respect to the documents
specified in clause (ix) of the definition of the “Mortgage File”, whether the insurance is effective as of
the date of the recordation, whether all endorsements or riders issued are included in the file or if the policy has not been
issued whether any acceptable replacement document has been dated the date of the related Mortgage Loan funding. Further, with
respect to the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge to the contrary


 






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or
copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian
may assume, for the purposes of the filings and the certification to be delivered in accordance with this Section 2.02
that the related Mortgage File should include one state level UCC Financing Statement filing for each Mortgaged Property (or with
respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are
named as debtors in the same UCC Financing Statement filing), or if the Custodian has received notice that a particular UCC Financing
Statement was filed as a fixture filing, that the related Mortgage File should include only a local UCC Financing Statement filing
for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except
to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing). The assignments of the UCC
Financing Statements to be assigned to the Trust will be delivered on the new national forms (or on such other form as may be
acceptable for filing or recording in the applicable jurisdiction) and in a format suitable for filing or recording, as applicable,
and will be filed or recorded in the jurisdiction(s) where such UCC Financing Statements were originally filed or recorded, as
indicated in the documents provided, and in accordance with then-current laws.


 


(f)        If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with
the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event
later than ninety (90) days after the Closing Date and every calendar quarter thereafter, commencing with the quarter ending December
31, 2015 until all Defects are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage Loan,
with particularity, the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller
and separating items required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage
Loan Seller but are out for recording or filing and have not been returned by the recorder’s office or filing office).


 


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


 






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


 


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


 


In
the event that the Depositor, the Trustee, the Certificate Administrator, the Certificate Registrar or the Custodian receives
a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the
Master Servicer, if relating to a Non-Specially Serviced Mortgage Loan, or to the Special Servicer, if relating to a Specially
Serviced Mortgage Loan or REO Property, and include the following statement in the related correspondence: “This is a “Repurchase
Request” under Section 2.02 of the Pooling and Servicing Agreement relating to the JPMBB Commercial Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates Series 2015-C32 requiring action by you as the “Repurchase Request
Recipient” thereunder.” Upon receipt of such Repurchase Request by the Master Servicer or the Special Servicer, as
applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such
party shall comply with the procedures set forth in this Section 2.02(g) with respect to such Repurchase Request. In no
event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section
2.02 of this Agreement in connection with its review of the Mortgage File.


 


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


 


In
the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer
(with respect to Non-Specially Serviced


 






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Mortgage Loans) or Special Servicer (with respect to Specially Serviced Mortgage Loans)
shall promptly notify the Depositor of such repurchase or replacement.


 


Section
2.03          Representations, Warranties and Covenants of the Depositor;
Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations
and Warranties. (a) The Depositor hereby represents and warrants that:


 


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


 


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


 


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


 


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


 


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


 






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(b)        If
any Certificateholder, the Directing Certificateholder, the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee discovers (without implying any duty of such person to make, or to attempt to make, such a discovery) or receives
notice alleging a Defect in any Mortgage File or a breach of any representation or warranty with respect to a Mortgage Loan set
forth in Section 6(c) of the related Mortgage Loan Purchase Agreement (with respect to such Mortgage Loan, a “Breach”),
which Defect or Breach, as the case may be, materially and adversely affects the value of such Mortgage Loan, the value of the
related Mortgaged Property or the interests of the Trustee or any Certificateholder therein, such Certificateholder, the Directing
Certificateholder, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, shall
give prompt written notice of such Defect or Breach, as the case may be, to the Depositor, the Master Servicer, the Special Servicer,
the applicable Mortgage Loan Seller, the Trustee, the Certificate Administrator, the Senior Trust Advisor and, prior to the occurrence
of a Consultation Termination Event, the Directing Certificateholder, and the Master Servicer (if the related Mortgage Loan is
a Non-Specially Serviced Mortgage Loan) or Special Servicer (if the related Mortgage Loan is a Specially Serviced Mortgage Loan),
as applicable, shall request in writing that the applicable Mortgage Loan Seller, not later than ninety (90) days after (i) except
in the case of the succeeding clause (ii), the applicable Mortgage Loan Seller’s receipt of such notice or (ii) in
the case of a Defect or Breach relating to a Mortgage Loan not being a “qualified mortgage” within the meaning of
Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective
Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) the applicable Mortgage Loan Seller’s discovery
of such Defect or Breach or (y) discovery of such Breach of Defect by any other party, provided that the related Mortgage
Loan Seller receives prompt written notice thereof (such ninety (90) day period, the “Initial Cure Period”),
(A) cure such Defect or Breach, as the case may be, in all material respects, at such Mortgage Loan Seller’s own expense,
including reimbursement of any related reasonable additional Trust Fund expenses reasonably incurred by any party to this Agreement,
(B) repurchase the affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable)), at the
applicable Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute
a Qualified Substitute Mortgage Loan (other than with respect to the Civic Opera Building Mortgage Loan, the U-Haul Portfolio
Mortgage Loan, the First National Building Mortgage Loan, the One Shell Square Mortgage Loan, the Eastmont Town Center Mortgage
Loan, the Brunswick Portfolio Mortgage Loan, the Hyatt Place Texas Portfolio Mortgage Loan or the New Center One Building Mortgage
Loan, as applicable, for which no substitution will be permitted) for such affected Mortgage Loan or REO Loan (excluding any related
Serviced Companion Loan, if applicable) (provided that in no event shall any such substitution occur on or after the second
anniversary of the Closing Date) and pay the Master Servicer for deposit into the Certificate Account, any Substitution Shortfall
Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided,
however, that except with respect to a Defect resulting solely from the failure by the Mortgage Loan Seller to deliver
to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (ix) of the definition
of “Mortgage File” by a date not later than eighteen (18) months following the Closing Date, if such Breach or Defect
is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced
and is diligently proceeding with the cure of such Breach or Defect within


 






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the
Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon
the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended Cure Period”)
to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (excluding any related Serviced
Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage Loan (other than with respect to the Civic Opera
Building Mortgage Loan, the U-Haul Portfolio Mortgage Loan, the First National Building Mortgage Loan, the One Shell Square Mortgage
Loan, the Eastmont Town Center Mortgage Loan, the Brunswick Portfolio Mortgage Loan, the Hyatt Place Texas Portfolio Mortgage
Loan or the New Center One Building Mortgage Loan, as applicable, for which no substitution will be permitted)) and provided,
further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s
certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate
to the 17g-5 Information Provider), the Master Servicer, the Special Servicer, the Senior Trust Advisor and (with respect to any
Mortgage Loan other than an Excluded Loan, prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder,
setting forth the reason such Breach or Defect is not capable of being cured within the Initial Cure Period and what actions the
applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan
Seller anticipates that such Breach or Defect will be cured within the Extended Cure Period. Notwithstanding the foregoing, any
Defect or Breach which causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3)
of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan
to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the interests of Certificateholders
therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure
Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the
preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted
by the applicable Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit into the Certificate
Account. If any Breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage
Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under
such Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such Breach within the applicable cure period
(as the same may be extended) by reimbursing the Trust Fund (by wire transfer of immediately available funds) the reasonable amount
of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or the Trust Fund that are the basis of such Breach and have not been reimbursed by the related Mortgagor; provided, however,
that in the event any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either
repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in
the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses
and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects.
To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained
from the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses
obtained from the related Mortgagor shall promptly be returned to


 






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the related Mortgage Loan Seller. Monthly Payments due with
respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly
Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received by the
Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution,
shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior
to the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan being repurchased
or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase
or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the applicable Mortgage
Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding anything contained in
this Agreement or the related Mortgage Loan Purchase Agreement, no delay in either the discovery of a Defect or Breach shall relieve
the applicable Mortgage Loan Seller of its obligation to repurchase if it is otherwise required to do so under the related Mortgage
Loan Purchase Agreement and/or this Article II unless (i) the related Mortgage Loan Seller did not otherwise discover or
have knowledge of such Breach or Defect and (ii) such delay is a result of the failure by a party to the applicable Mortgage Loan
Purchase Agreement, or this Agreement, to provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase
Agreement, or this Agreement, after such party has actual knowledge of such Defect or Breach (knowledge shall not be deemed to
exist by reason of the Custodial Exception Report) and such delay precludes such Mortgage Loan Seller from curing such Defect
or Breach.


 


(c)        Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following will cause a document in the Mortgage File to be deemed
to have a “Defect” and to be conclusively presumed to materially and adversely affect the interests of Certificateholders
in a Mortgage Loan (but solely with respect to clause (a)) and to be deemed to materially and adversely affect the interest
of the Certificateholders in and the value of a Mortgage Loan (a) the absence from the Mortgage File of the original signed Mortgage
Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears
to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on
its face, unless there is included in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a
copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating that the original signed Mortgage was sent
for recordation; (c) the absence from the Mortgage File of the item called for by clause (ix) of the definition of “Mortgage
File”; (d) the absence from the Mortgage File of any intervening assignments required to create a complete chain of assignments
to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence
of recording thereon or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that
the original intervening assignments were sent for filing or recordation, as applicable; (e) the absence from the Mortgage File
of any required letter of credit (except as permitted under Section 2.01(b)); or (f) with respect to any related leasehold
Mortgage Loan, the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease;
provided, however, that no Defect (except the Defects previously described in subclauses (a) through (f)
of this Section 2.03(c)) shall be considered to materially and adversely affect the value of the related Mortgage Loan,
the value of the related


 






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Mortgaged
Property or the interests of the Trustee or Certificateholders unless the document with respect to which the Defect exists is
required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan,
defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity
or priority of any lien on any collateral securing the related Mortgage Loan or for any immediate significant servicing obligation.
Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment to issue a lender’s
title insurance policy, as provided in clause (ix) of the definition of Mortgage File herein, in lieu of the delivery of
the actual policy of lender’s title insurance, shall not be considered a Defect or Breach with respect to any Mortgage File
if such actual policy is delivered to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding
the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements under this
Agreement and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant
to Section 2.02 above of a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery
of the document, and the Custodian subsequently loses a document, the fact that such document is lost may not be utilized as the
basis for a claim of a Defect against a Mortgage Loan Seller pursuant to Section 6(e) of the related Mortgage Loan Purchase Agreement
and/or this Section 2.03 and the Custodian shall be liable for any such loss to the extent provided for in Section 8.01
hereof.


 


(d)        In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
(other than attorney-client communications that are privileged communications), and each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable
Mortgage Loan Seller in the same manner as provided in Section 6 of the related Mortgage Loan Purchase Agreement and, if applicable,
the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership
of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance
policy with respect thereto) and the related Mortgage Loan documents.


 


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


 






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pursuant
to Sections 20 and 21 thereof or RAIT Financial Trust to the extent provided for pursuant to the RAIT Financial Trust Guaranty.


 


(f)        The
Master Servicer (in the case of Non-Specially Serviced Mortgage Loans) or the Special Servicer (in the case of Specially Serviced
Mortgage Loans) shall, for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in such form, to such extent and
at such time as the Master Servicer or the Special Servicer would require were it, in its individual capacity, the owner of the
affected Mortgage Loan(s). Any costs incurred by the Master Servicer or the Special Servicer with respect to the enforcement of
the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent
not recovered from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided
for herein. The Master Servicer or the Special Servicer, as applicable, shall be reimbursed for the reasonable costs of such enforcement:
first, from a specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable Mortgage Loan
Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related Purchase Price, to the extent that such
expenses are a specific component thereof; and third, if at the conclusion of such enforcement action it is determined
that the amounts described in clauses first and second are insufficient, then pursuant to Section 3.05(a)(viii)
herein out of general collections on the Mortgage Loans on deposit in the Certificate Account. Any costs, expenses or attorneys’
fees related to a repurchase of a Companion Loan shall be paid pursuant to the related Intercreditor Agreement or pursuant to
the documents related to an Other Securitization, if applicable.


 


(g)        If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach, which also constitutes a default under the
related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have a right, and shall be subrogated to
the rights of the Trustee and the Trust Fund under the Mortgage Loan to recover the amount of such expenses from the related Mortgagor;
provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section 2.03(g) shall be
junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust Fund, the Master Servicer
and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan including, without
limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement Rate, fees
owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the Trust Fund,
the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Master Servicer or, with respect to a Specially
Serviced Mortgage Loan, the Special Servicer, shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller
to the extent consistent with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the
related Mortgage Loan Seller; provided, however, that the Master Servicer or, with respect to a Specially Serviced
Mortgage Loan, the Special Servicer, determines in the exercise of its sole discretion consistent with the Servicing Standard
that such actions by it will not impair the Master Servicer’s and/or the Special Servicer’s collection or recovery
of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of
this Agreement; provided, further, that the


 






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


 


(h)        If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Defect or Breach does not constitute a Defect or Breach, as the case may be, as to any other Crossed
Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Defect or Breach,
as the case may be, will be deemed to constitute a Defect or Breach, as the case may be, as to any other Crossed Underlying Loan
in the related Crossed Mortgage Loan Group for purposes of this paragraph, and the related Mortgage Loan Seller will be required
to repurchase or substitute for such other Crossed Underlying Loan(s) in the related Crossed Mortgage Loan Group as provided in
Section 2.03(b) unless such other Crossed Underlying Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In
the event that the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy the aforementioned criteria,
the applicable Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Underlying Loan(s)
as to which the related Breach or Defect exists or to repurchase or substitute for all of the Crossed Underlying Loans in the
related Crossed Mortgage Loan Group. Any reserve or other cash collateral or letters of credit securing the Crossed Underlying
Loans shall be allocated among the related Crossed Underlying Loans in accordance with the related Mortgage Loan documents or
otherwise on a pro rata basis based upon their outstanding principal balances. Except as provided in this Section 2.03(h)
and Section 2.03(i), all other terms of the related Mortgage Loans shall remain in full force and effect without any
modification thereof.


 


(i)        Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii)
in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan
Seller’s expense) to the effect that the contemplated action will not cause either Trust REMIC to fail to qualify as a REMIC,
or result in the imposition of any tax on either Trust REMIC and (iii) in connection with such partial release, the related Mortgage
Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage prepared and executed in
connection with such partial release.


 


(j)        With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) while the Trustee continues to hold any other
Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and the Master Servicer
on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear
from enforcing any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies against
the Primary Collateral securing its respective related Mortgage Loans,


 






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including
with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so long as such exercise
does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise
of the remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the
Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have agreed in the related Mortgage
Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the
relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the
threat of material impairment as a result of the exercise of remedies.


 


Section
2.04          Execution of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee hereby acknowledges the
assignment to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the
Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment
to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and
delivery, and in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC,
receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests
and the Class LR Interest to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described in Section 2.05
below); (iii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier
REMIC; and (iv) immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests and $100 deposit by the Depositor
in respect of the Class X-C Certificates, the Trustee acknowledges that it has caused the Certificate Administrator to issue the
Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and
to deliver to or upon the order of the Depositor, the Regular Certificates and the Class R Certificates, and the Depositor hereby
acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial
ownership of the Upper-Tier REMIC (and additionally, in the case of the Class R Certificates, the beneficial ownership of the
Class LR Interest and the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate Administrator
to issue the Class EC and Class Z Certificates and has caused the Certificate Registrar to execute and cause the Authenticating
Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by
it, or its designees, of such Certificates in authorized denominations, evidencing beneficial ownership of their respective portions
of the Grantor Trust.


 


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


 






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Certificates,
and upon a reconversion of Class EC Certificates for Exchangeable Certificates, shall again be deemed to be represented by such
Exchangeable Certificates.


 


[End
of Article II]


 


Article
III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section
3.01 Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the
Mortgage Loans, the Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer and Special Servicer
shall diligently service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), the Serviced Whole
Loans and the REO Properties (other than any REO Property related to a Non-Serviced
Mortgage Loan) it is obligated to service pursuant to applicable law, this Agreement and the Mortgage Loan documents on
behalf of the Trust and in the best interests of and for the benefit of the Certificateholders and, in the case of the
Serviced Companion Loans, the related Companion Holders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests), as a collective whole, taking into account the subordinate or pari passu nature of such Companion Loan, as
the case may be (as determined by the Master Servicer or Special Servicer, as the case may be, in its reasonable judgment),
in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage
Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if
applicable, the related Companion Loan, taking into account the subordinate or pari passu nature of such Companion
Loan, as the case may be. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the
related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall
the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance
with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case may
be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master
Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and
the Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner in
which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the
case may be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill,
prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers
similar mortgage loans owned by the Master Servicer or the Special Servicer, as the case may be, with a view to the
maximization of timely recovery of principal and interest on a net present value basis on such Mortgage Loans or such
Specially Serviced Mortgage Loans and any related Serviced Companion Loan, as applicable, and the best interests of the Trust
and the Certificateholders (and in the case of a Serviced Whole Loan, any related Companion Holder, taking into account the
subordinate or pari passu nature of the related Companion Loan, as applicable), as determined by the Master Servicer
or the Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the
customary and usual


 






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standards
of practice of prudent institutional, multifamily and commercial mortgage loan servicers, but without regard to any conflict of
interest arising from: (i) any relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer
or the Special Servicer may have with any Mortgagor or any Affiliate of such Mortgagor, any Mortgage Loan Seller or any other
parties to this Agreement; (ii) the ownership of any Certificate, Companion Loan, or mezzanine loan by the Master Servicer, the
Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii) any obligation to make
Advances; (iv) the adequacy of the Master Servicer’s or the Special Servicer’s, as the case may be, right to receive
compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the
ownership, servicing or management for others of any other mortgage loans, subordinate interests, subordinate debt, mezzanine
loans or mortgaged properties by the Master Servicer or the Special Servicer; (vi) any option to purchase any Mortgage Loan, the
related Companion Loan it may have; and (vii) any other debt the Master Servicer or the Special Servicer or any of its Affiliates
has extended to any Mortgagor or any of its Affiliates (the foregoing, collectively referred to as the “Servicing Standard”).


 


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


 


Without
limiting the foregoing, subject to Section 3.21, the Special Servicer shall be obligated to service and administer (i)
any Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing
Transfer Event has occurred and is continuing (each, a “Specially Serviced Mortgage Loan”) or as otherwise
provided herein with respect to Non-Specially Serviced Mortgage Loans in connection with any Major Decision or Special Servicer
Decision and (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer
shall continue to receive payments and make all calculations, and prepare, or cause to be prepared, all reports, required hereunder
with respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer,
as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO
Acquisition had occurred, and to render such services with respect to such Specially Serviced Mortgage Loans and REO Properties
as are specifically provided for herein; provided, further, however, that the Master Servicer shall not be
liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide
sufficient information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply
with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer, will not have any responsibility for
the performance by the Special Servicer, in its capacity as Special Servicer, of its duties under this Agreement. The Special
Servicer, in its capacity as Special Servicer, will not have any responsibility for the performance by the Master Servicer, in
its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related Serviced Companion Loan,
which becomes a Specially Serviced Mortgage Loan, shall continue as such until satisfaction of the conditions specified in Section
3.21(a). Without limiting the foregoing, subject to (i) the processing of any Major Decision or Special Servicer Decision
by the Special Servicer in accordance with the terms of this Agreement and (ii) Section 3.21, the Master Servicer shall
be obligated to service and administer any Non-Specially Serviced Mortgage Loan or any related Serviced Companion Loan. The Special


 






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Servicer
shall make the property inspections, use its reasonable efforts to collect the financial statements, budgets, operating statements
and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially
Serviced Mortgage Loans in accordance with Section 3.12. After notification to the Master Servicer, the Special Servicer
may contact the Mortgagor of any Non-Specially Serviced Mortgage Loan if efforts by the Master Servicer to collect required financial
information have been unsuccessful or any other issues remain unresolved. Such contact shall be coordinated through and with the
cooperation of the Master Servicer. No provision herein contained shall be construed as an express or implied guarantee by the
Master Servicer or the Special Servicer of the collectability or recoverability of payments on the Mortgage Loans or any related
Serviced Companion Loan or shall be construed to impair or adversely affect any rights or benefits provided by this Agreement
to the Master Servicer or the Special Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right
to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement for any Advance by the Master Servicer
or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or
otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans or any related Serviced
Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer or the Special Servicer for
the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after a determination of present
value recovery is less than the amount reflected in such determination.


 


(b)        Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.07 hereof) and
of the respective Mortgage Loans or any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in
the case of the Master Servicer, subject to Section 3.22, through one or more Sub-Servicers, to do or cause to be done
any and all things in connection with such servicing and administration for which it is responsible which it may deem necessary
or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own
name (or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the
related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan or any related Serviced
Companion Loan, it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in
the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or
deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien
created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and
related collateral; (ii) subject to Sections 3.08, 3.20 and 6.07, any and all modifications, waivers,
amendments or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments
of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial or full
release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to initiate and/or
to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except as set forth below
in this paragraph).


 






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


 


(c)        To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action which requires Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30), the Master Servicer
shall not waive the requirement


 






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that
such costs and expenses be borne by the related Mortgagor. To the extent that the terms of the related Mortgage Loan documents
or Companion Loan documents (including any related Intercreditor Agreement) are silent as to who bears the costs of any Rating
Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30), the Master Servicer shall use reasonable efforts
to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for the payment of such costs
and expenses out of pocket other than as a Servicing Advance.


 


(d)        The
relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)        The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)        Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the
later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan Seller pursuant
to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as
having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section
2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary under each such
letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as
subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee, that any notices of
default required under such Ground Lease to be delivered to the leasehold mortgagee shall be delivered to the Master Servicer
(who shall forward such notice to the Special Servicer) and that the Master Servicer or the Special Servicer shall service the
related Mortgage Loan for the benefit of the Certificateholders. If a letter of credit is required to be drawn upon earlier than
the date the applicable Mortgage Loan Seller has notified the provider of such letter of credit pursuant to clause (x)
of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master Servicer
or Special Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents do not require
the related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit,
then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage
Loan Seller shall pay such costs and expenses as and to the extent required under the applicable


 






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 Mortgage Loan Purchase Agreement. The costs and
expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the Special
Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage
Loan Purchase Agreement.


 


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


 


(h)        Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor
Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto, or payable
to the related Companion Holder, in accordance with the related Intercreditor Agreement remain due and owing.


 


(i)        The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.21,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust Fund, all rights conveyed to the Trustee pursuant
to any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to
any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust Fund and Serviced Pari Passu Companion
Loan, in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan or (ii) with respect to any AB Whole Loan, first, by the related AB Subordinate Companion Loan
and then, by the Trust Fund.


 


(j)        Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making
Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master
Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that,
other than pursuant to Section 6.03 (and, with respect to Section 6.03, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced
Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan
on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer


 






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


 


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


 


(l)        The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced Pooling Agreement, and (ii) in the event that (A) the related Non-Serviced
Companion Loan is no longer part of the trust fund created by the related Non-Serviced Pooling Agreement and (B) the related Non-Serviced
Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related
Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced Pooling Agreement, until such
time as a new servicing agreement has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance
with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement
would not result in a downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding.


 


(m)        Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a


 






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Specially
Serviced Mortgage Loan, the Special Servicer) shall use reasonable efforts consistent with the Servicing Standard to obtain the
benefits of the rights of the Trust Fund (as holder of the related Serviced Mortgage Loan) under the related Intercreditor Agreement.
In the event of any conflict between this Agreement and the related Intercreditor Agreement, the provisions of the related Intercreditor
Agreement shall control.


 


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


 


Section
3.02          Collection of Mortgage Loan Payments.      (a) Each of the Master Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans and the Companion
Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent with this Agreement
(including, without limitation, the Servicing Standard); provided that with respect to each Mortgage Loan that has an
Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage
Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the
failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until the
Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan (exclusive of any
portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master
Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess
cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special
Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a
Mortgage Loan and Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four
(24) consecutive months with respect to any Mortgage Loan and Serviced Companion Loan; provided that the Master
Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any
delinquent payment on a Mortgage Loan and Companion Loan one additional time in such 24-month period so long as with respect
to any of the foregoing waivers, no Advance or additional Trust Fund expense has been incurred and remains unreimbursed to
the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with
respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special
Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver
to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Event, the Directing
Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer,
as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5)
days of giving such notice, then the


 






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Directing
Certificateholder shall be deemed to have consented to such proposed waiver); provided, further, that after the
occurrence and during the continuance of a Control Event, the Master Servicer or Special Servicer, as applicable, may waive any
Penalty Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder; provided,
further, that the Directing Certificateholder shall have no consent rights with respect to any Excluded Loan with respect
to the foregoing waivers.


 


(b)        (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents and any related Intercreditor Agreement; provided, however, that absent express provisions
in the related Mortgage Loan documents (including any related Intercreditor Agreement), other than with respect to the application
of Liquidation Proceeds, all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the form of payments
from the related Mortgagor or Insurance and Condemnation Proceeds under the Mortgage Loan or any proceeds (other than Liquidation
Proceeds) with respect to any REO Loan (exclusive of amounts payable to any applicable Companion Loan pursuant to the terms of
the related Intercreditor Agreement) will be applied in the following order of priority:


 


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


 


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


 


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


 


fourth,
as a recovery of Nonrecoverable Advances;


 


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


 


sixth,
as a recovery of Appraisal Reduced Interest; and


 


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


 






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provided that payments or proceeds received with respect to any partial release of a Mortgaged Property or any portion thereof (including
pursuant to a condemnation) at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable,
exceeds 125% (based solely on the value of the real property, and excluding the value of the personal property and going concern
value, if any) must be applied to reduce the principal balance of such Mortgage Loan or Serviced Whole Loan, as applicable, in
the manner permitted by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related
Non-Serviced Companion Loan(s) comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with
respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and
Non-Serviced Pooling Agreement, in that order; provided, further, that with respect to each Mortgage Loan related
to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant
to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall
be subject to application as described above.


 


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


 


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


 


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


 


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


 


fourth,
as a recovery of Nonrecoverable Advances;


 


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


 


sixth,
as a recovery of Appraisal Reduced Interest; and


 


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


 



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provided that
if the Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan(s) comprising a Non-Serviced Whole Loan becomes an
REO Loan, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of
the related Non-Serviced Intercreditor Agreement and Non-Serviced Pooling Agreement, in that order; provided, further,
that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced
Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated
to the related Serviced Mortgage Loan shall be subject to application as described above.


 


(iii)      Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as
applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)        To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all Insurance and Condemnation
Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan or Companion Loan
as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month in which such Insurance
and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


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


 


(e)        With
respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit
related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, as applicable, the Master
Servicer shall, to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof
as additional collateral and not apply such items to reduce the principal balance of such Mortgage Loan or Serviced Companion Loan,
unless otherwise required to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 






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(f)        Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send written notice
(in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to any other applicable
party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee is the holder of the
related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder
of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced Pooling
Agreement. The Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Certificate
Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property
or any related REO Property.


 


Section
3.03          Collection of Taxes, Assessments and Similar Items;
Servicing Accounts. (a) The Master Servicer shall establish and maintain one or more accounts (the “Servicing
Accounts”), into which all Escrow Payments shall be deposited and retained, and shall administer such Servicing
Accounts in accordance with the Mortgage Loan documents and, if applicable, the Companion Loan documents. Any Servicing
Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders and the related Serviced
Companion Noteholder collectively, but this shall not be construed to modify respective interests of either
noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only be
invested in accordance with the terms of the related Mortgage Loan documents and Serviced Companion Loan documents, as
applicable, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be
Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so
deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected
and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances;
(iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the
Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described
below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of default under the related
Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi)
withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan
documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section
9.01. As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors interest on
funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however,
that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net
investment income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and applicable
law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing
Accounts.


 






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(b)        The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan), each Serviced Companion Loan, shall maintain
accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other
similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect
thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and
the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion
Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment
of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer as Servicing
Advances prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure or similar
proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments
(which shall be so applied by the Master Servicer at the written direction of the Special Servicer in the case of REO Loans) as
allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan. Other than with
respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any reserve accounts (including monitoring,
maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan and the related Serviced
Companion Loan and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any
related Companion Loan does not require a Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums,
ground rents (if applicable) and similar items, the Special Servicer, in the case of REO Loans, and the Master Servicer, in the
case of all other Mortgage Loans or Companion Loan, that it is responsible for servicing hereunder, shall use reasonable efforts
consistent with the Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such
items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with
respect to the related Mortgaged Property for nonpayment of such items.


 


(c)        In
accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each Serviced
Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment
of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable)
and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor
(or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay
such item on a timely basis, and provided, however, that the particular advance would not, if made, constitute a
Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment of taxes
and assessments, the Master Servicer shall not be required to make such advance until the later of five (5) Business Days after
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, has received confirmation
that such item has not been paid or the date prior to the date after which any penalty or interest would accrue in respect of such
taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee no less than five (5) Business Days’
written (facsimile or electronic) notice before the date on which the Master Servicer is


 






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requested to make any Servicing Advance
with respect to a given Specially Serviced Mortgage Loan or REO Property; provided, however, that only two (2) Business
Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances required to be made on
an emergency or urgent basis provided, further, that the Special Servicer shall not be entitled to make such a request
(other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently than once per calendar
month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay the aggregate amount of
such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special Servicer shall remit such
Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any Servicing Advances; provided
that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special Servicer may make a Servicing
Advance. Within five (5) Business Days of making such a Servicing Advance, the Special Servicer shall deliver to the Master Servicer
request for reimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s
possession regarding the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall
be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances
(other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms hereof), together with interest
thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any
accompanying payment of interest shall be made within five (5) Business Days of the written request therefor pursuant to the preceding
sentence by wire transfer of immediately available funds to an account designated in writing by the Special Servicer. Upon the
Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment to the Special Servicer of interest
thereon, all in accordance with this Section, the Master Servicer shall for all purposes of this Agreement be deemed to have made
such Servicing Advance at the same time as the Special Servicer actually made such Servicing Advance, and accordingly, the Master
Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate,
at the same time, in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had
actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section,
the Master Servicer shall not be required to reimburse the Special Servicer for any such Servicing Advance if the Master Servicer
determines in its reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing
of such determination and, if applicable, such Nonrecoverable Servicing Advance shall be reimbursed to the Special Servicer pursuant
to Section 3.05 of this Agreement.


 


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively
rely on such determination, provided that the determination shall not be binding on the Master Servicer or Trustee. On the
first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master
Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially
Serviced Mortgage Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively
rely on such a determination, but


 






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


 


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


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Loans) to make a
payment from amounts on deposit in the Certificate Account (or any Companion Distribution Account maintained as a subaccount thereof
by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and
then from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding
that the Master Servicer (or Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure
would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Mortgage Loans or REO Loans, the Special
Servicer has notified the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related
Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of
the lien of the related Mortgage, or the loss of any security for the related Mortgage


 






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Loan or Serviced Companion Loan; provided
that in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing
Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best
interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking into account
the subordinate or pari passu nature of any Companion Loans, as the case may be). The Master Servicer or Trustee may elect
to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust Fund pursuant to the terms of Section 3.19(c).
The parties acknowledge that pursuant to the applicable Non-Serviced Pooling Agreement, the applicable Non-Serviced Master Servicer
is obligated to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master
Servicer shall be entitled to reimbursement for Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan
(with, in each case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced Pooling Agreement)
in the manner set forth in the applicable Non-Serviced Pooling Agreement and the applicable Non-Serviced Intercreditor Agreement.


 


(d)        In
connection with its recovery of any Servicing Advance out of the Certificate Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts then
on deposit in the Certificate Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount of
such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.19(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Certificate Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard
to enforce any rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


 


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


 






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promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure
to the Special Servicer within a reasonable time after the date as of which such actions or remediations are required to be or
to have been taken or completed.


 


Section
3.04          The Certificate Account, the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the
Excess Interest Distribution Account, the Gain-on-Sale Reserve Account and the Class EC Distribution Account. (a) The
Master Servicer shall establish and maintain, or cause to be established and maintained, a Certificate Account in which the
Master Servicer shall deposit or cause to be deposited on a daily basis and in no event later than the second Business Day
following receipt of properly identified funds (in the case of payments by Mortgagors or other collections on the Mortgage
Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections received
or made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage
Loans or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the
appropriate Mortgage Loan Seller or its respective designee and other than any amounts received from Mortgagors which
are received in connection with the purchase of defeasance collateral), or payments (other than Principal Prepayments)
received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:


 


(i)        all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


The foregoing requirements
for deposit in the Certificate Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Certificate Account. If the Master Servicer shall deposit in the Certificate
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Certificate Account,
any provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Mortgage Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Mortgage Loans, the
Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Certificate Account
in accordance with this Section 3.04(a); provided, however, that to the extent any such amounts are received
after 2:00 p.m. (New York City time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts
to remit such amounts to the Master Servicer for deposit into the Certificate Account within one (1) Business Day of receipt of
such amounts but, in any event, the Special Servicer shall remit such amounts to the Master Servicer for deposit into the Certificate
Account within two (2) Business Days of receipt of such amounts. Any such amounts received by the Special Servicer with respect
to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit
into the Certificate Account, pursuant to Section 3.16(c). With respect to any such amounts paid by check to the order of
the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer
and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds in the Certificate Account may only
be invested in Permitted Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Certificate
Account for the Master Servicer shall be located at the offices of Wells Fargo Bank, National Association. The Master Servicer
shall give


 






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notice to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location of
the Certificate Account prior to any change thereof.


 


(b)        The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders (other than
the Class Z Certificateholders), (ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders (other
than the Class Z Certificateholders) and the Trustee as holder of the Uncertificated Lower-Tier Interests, (iii) the Excess Interest
Distribution Account for the benefit of the Class Z Certificateholders and (iv) the Class EC Distribution Account for the benefit
of the Class EC Certificateholders. The Master Servicer shall deliver to the Certificate Administrator each month on or before
the P&I Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Available Distribution
Amount attributable to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv),
and (c) of the definition of Available Distribution Amount) for the related Distribution Date and (y) in the Excess Interest
Distribution Account all Excess Interest for the related Distribution Date then on deposit in the Certificate Account after giving
effect to withdrawals of funds pursuant to Section 3.05(a)(ii).


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Certificate Account, for distributions to each Companion Holder, to be held
for the benefit of the related Companion Holder and shall, within two (2) Business Days following receipt of properly identified
funds (to the extent consistent with the related Intercreditor Agreement), deposit in the Companion Distribution Account any and
all amounts received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable Intercreditor
Agreement to be deposited therein; provided, however, that the Companion Paying Agent shall separately track for
each Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver
to the Companion Paying Agent each month, on or before the P&I Advance Date therein, for deposit in the Companion Distribution
Account, an aggregate amount of immediately available funds, to the extent received with respect to the related Serviced Whole
Loan, to the extent of available funds, equal to the amount to be distributed to the related Companion Holder pursuant to the terms
of this Agreement and the related Intercreditor Agreement. Notwithstanding the preceding, the following provisions shall apply
to remittances relating to each Serviced Companion Loan that has been deposited into an Other Securitization: (1) on each Serviced
Whole Loan Remittance Date, the Master Servicer shall withdraw from the Certificate Account (or applicable portion thereof) an
aggregate amount equal to all payments and/or collections actually received on, and payable to, such Serviced Companion Loan prior
to such dates; provided, however, that in no event shall the Master Servicer be required to transfer to the Companion
Distribution Account any portion thereof that is payable or reimbursable to or at the direction of any party to this Agreement
under the other provisions of this Agreement and/or the related Intercreditor Agreement; and (2) on each Serviced Whole Loan Remittance
Date, the Companion Paying Agent shall make the payments and remittance described in Section 4.01(k) of this Agreement,
which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date.


 






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The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve
Account, the Interest Reserve Account, the Companion Distribution Account and the Class EC Distribution Account may be subaccounts
of a single Eligible Account, which shall be maintained as a segregated account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)        any
amounts required to be deposited by the Master Servicer pursuant to Section 3.19(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)       any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)      any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Certificate Account pursuant
to Section 9.01);


 


(iv)       any
Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)        any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


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


 


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


 






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Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Yield Maintenance Charges for such Distribution Date allocated in payment of the Uncertificated Lower-Tier
Interests as specified in Section 4.01(b) and Section 4.01(d), respectively.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.18, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan, in connection with such sale and remit such funds to the Master
Servicer who shall then remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any
gain on such disposition that is allocable to any related Companion Loan in accordance with the terms of the related Intercreditor
Agreement shall be remitted by the Special Servicer to the Companion Paying Agent for deposit into the Companion Distribution Account.


 


(f)        Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
Pooling Agreement shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)        The
Certificate Administrator shall establish and maintain the Class EC Distribution Account, in its own name on behalf of the Trustee,
in trust for the benefit of the Holders of the Class EC Certificates, which shall be an asset of the Trust Fund and the Grantor
Trust, but shall not be an asset of either Trust REMIC. The Class EC Distribution Account shall be established and maintained as
an Eligible Account or a subaccount of an Eligible Account. The Certificate Administrator shall make or be deemed to have made
deposits in and withdrawals from the Class EC Distribution Account in accordance with Article IV of this Agreement.


 


Section
3.05          Permitted Withdrawals from the Certificate Account, the
Distribution Accounts and the Companion Distribution Account. (a) The Master Servicer may, from time to time, make
withdrawals from the Certificate Account (or the applicable subaccount thereof) for any of the following purposes (the
following not being an order of priority and without duplication of the same payment or reimbursement):


 


(i)        (A)
no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted pursuant
to the first paragraph of Section 3.04(b) or that may be applied to


 






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 make P&I Advances pursuant to Section
4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit
in the Companion Distribution Account the amounts required to be so deposited with respect to the Companion Loans;


 


(ii)       (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid
Servicing Fees in respect of each Mortgage Loan, Companion Loan, Specially Serviced Mortgage Loan, and REO Loan, as applicable,
the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage
Loan, related Serviced Companion Loan, Specially Serviced Mortgage Loan or REO Loan, as applicable, being limited to amounts received
on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds
or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Mortgage Loan or REO Loan or Corrected
Mortgage Loan, as applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant
to Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation
Proceeds and collections in respect of the related Specially Serviced Mortgage Loan (provided that, in the case of such
payment relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii)
with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then, from the
related Serviced AB Mortgage Loan) and then out of general collections on the Mortgage Loans and REO Properties, and (C)
to pay the Senior Trust Advisor any unpaid Senior Trust Advisor Fees or Senior Trust Advisor Consulting Fees in respect of each
Mortgage Loan, Specially Serviced Mortgage Loan (other than any related Companion Loan) or REO Loan (other than any related Companion
Loan), as applicable, the Senior Trust Advisor’s right to payment of the Senior Trust Advisor Fee or Senior Trust Advisor
Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Mortgage Loan (other
than any related Companion Loan) or REO Loan (other than any related Companion Loan), as applicable, being limited to amounts received
on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Senior Trust
Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues,
Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon;


 


(iii)      to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which


 






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represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loan and REO Loans
with respect to which such P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Serviced Whole Loan are allocated to the related Serviced Mortgage Loan
and AB Subordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in
the Certificate Account; provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes
a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter
be entitled to reimbursement for such P&I Advance from the portion of general collections and recoveries on or in respect of
the Mortgage Loans and REO Properties on deposit in the Certificate Account from time to time that represent collections or recoveries
of principal to the extent provided in clause (v) below; and provided, further, that if such Advance becomes
a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this
clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan or
any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and
REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall
be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan (if any) and then, from the related Serviced AB Mortgage Loan (provided that,
with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Serviced Whole Loan are allocated to the related
Serviced Mortgage Loan and AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced
Whole Loan on deposit in the Certificate Account related to any Mortgage Loan); provided, however, that if such Servicing
Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without
duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries
on or in respect of the Mortgage Loans and REO Properties on deposit in the Certificate Account from time to time that represent
collections or recoveries of principal to the extent provided in clause (v) below; provided, further, that
if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 



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(v)        to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and (other than to the extent
that they relate to the Companion Loans) REO Properties, then, to the extent the principal portion of general collections
is insufficient and with respect to such excess only, subject to any exercise of the sole option to defer reimbursement thereof
pursuant to Section 3.19(c), out of general collections on the Mortgage Loans and (other than to the extent that they relate
to the Companion Loans) REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general
collections on the Mortgage Loans and (other than to the extent that they relate to the Companion Loans) REO Properties net of
such amounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable Servicing
Advance relating to a Serviced Whole Loan related thereto, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal
balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any) and then, from the related Serviced AB Mortgage Loan and, provided,
further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole
Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement
from other funds unrelated to such Serviced Whole Loan on deposit in the Certificate Account; provided, further,
that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related
Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts
collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related Intercreditor Agreement
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing with respect to Nonrecoverable Servicing
Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Serviced Whole Loan, are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), prior to reimbursement from other funds unrelated to such Serviced Whole Loan
on deposit in the Certificate Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any
related Serviced Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance
with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property
and the deposit into the Certificate Account of all amounts received in connection therewith;


 


(vi)       at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a related
securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance


 






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


 


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


 


(viii)     in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of Liquidation
Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and then out
of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred by such Person
in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 6 of the applicable
Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii)
above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation
Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to a


 



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Serviced Pari Passu Whole Loan, solely from the related Serviced Pari Passu Mortgage
Loan or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any) and then, from the related Serviced AB Mortgage Loan (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Serviced Whole Loan are allocated to
the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections
with respect to the Mortgage Loans;


 


(ix)       to
pay for costs and expenses incurred by the Trust Fund pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances or (ii)
with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then,
from the related Serviced AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Serviced Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan),
in each case, prior to being payable out of general collections with respect to the related Mortgage Loans;


 


(x)        to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Certificate Account and the Companion Distribution Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Certificate Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Mortgage Loan), but only to the extent collected
from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and
any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs
and expenses incurred by the Trust Fund (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with
Section 3.11(d); and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section
3.11(c), Penalty Charges collected on Specially Serviced Mortgage Loans (but only to the extent collected from the related
Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced Mortgage Loan
have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses


 






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incurred by the Trust
Fund (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


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


 


(xii)      to
pay itself, the Special Servicer, the Depositor, the Senior Trust Advisor or any of their respective directors, officers, members,
managers, employees and agents, or CREFC®, as the case may be, out of general collections, any amounts payable to
any such Person pursuant to Section 3.11(g), Section 6.03(a) or Section 6.03(b); provided that, in
case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating to a Serviced
Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a
Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan in accordance with their respective outstanding principal balances or (ii)
with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then,
from the related Serviced AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Serviced Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan),
in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiii)     to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.16(a), 3.17(b), 3.20(a),
3.20(b), 3.20(d), 3.20(j) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost of
any Opinion of Counsel contemplated by Sections 12.01(a) or Section 12.01(c) in connection with an amendment to this
Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders
and (c) the cost of obtaining the REO Extension contemplated by Section 3.16(a); provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any), and then, from the related Serviced AB Mortgage Loan (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Serviced Whole Loan are allocated to
the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections
with respect to the Mortgage Loans;


 


(xiv)      to
pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on either Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the


 






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extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 


(xv)       to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust Fund pursuant to Section 10.01(c);


 


(xvi)      to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased by
such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after
the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section
2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent
to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Monthly Payments due thereon
during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)     to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.25;


 


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


 


(xix)      to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


 


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


 


(xxi)      to
pay for any expenditures to be borne by the Trust Fund pursuant to the third paragraph of Section 3.03(c).


 


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


 


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


  



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The Master Servicer shall
pay to the Special Servicer, the Trustee or the Certificate Administrator from the Certificate Account amounts permitted to be
paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a Responsible Officer
of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee or the
Certificate Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty
to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially
Serviced Mortgage Loan and REO Loan, on a loan-by-loan and, if appropriate, property-by-property basis, for the purpose of justifying
any request for withdrawal from the Certificate Account. Notwithstanding the above, the Master Servicer shall pay to the Special
Servicer from the Certificate Account amounts permitted to be paid to the Special Servicer therefrom in respect of Special Servicing
Fees, Workout Fees, Liquidation Fees or additional special servicing compensation or otherwise, such payment to be based upon a
written statement of the Special Servicer describing the item and amount to which the Special Servicer is entitled; provided
that no written statement is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections other
than the initial collection on a Corrected Mortgage Loan.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, or for any other purpose, out of
general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise
be payable to the related Companion Loan.


 


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


 


(i)        to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(b) and the amount of any Yield
Maintenance Charges distributable pursuant to Section 4.01(d) in the Upper-Tier REMIC Distribution Account, and to make
distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(b);


 


(ii)       to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)      to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)       to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 3.20(d), (C) the


 






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Trustee or the Certificate Administrator
as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund, (D) the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f) or Section
10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer as contemplated by Section 12.01(a) or Section 12.01(c) in connection with any amendment
to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and
interests of Certificateholders, in each case, to the extent not paid pursuant to Section 12.01(g);


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)        to
make distributions to Certificateholders holding Regular Certificates (and on the Class UR Interest in the case of the Class R
Certificates) to the Class EC Distribution Account in respect of the uncertificated regular interests in the Upper-Tier REMIC represented
by any Exchangeable Certificates that have been exchanged for and converted to Class EC Certificates (for distribution to the Class
EC Certificates pursuant to Section 4.01(l)) on each Distribution Date pursuant to Section 4.01 or Section 9.01,
as applicable, subject to the next-to-last paragraph of Section 3.04(b); and


 


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


 


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


 






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


 


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


 


(f)        Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Certificate Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Senior Trust Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(ii)
and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable
under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Senior Trust Advisor Fees payable under Section
3.05(a)(ii) and in the event that amounts on deposit in the Certificate Account and the Lower-Tier REMIC Distribution Account
are not sufficient to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based
on the amount of such fees and (ii) if amounts on deposit in the Certificate Account are not sufficient to reimburse the full amount
of Advances and interest thereon listed in Sections 3.05(a)(iii), (a)(iv), (a)(v) and (a)(vi), then
reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second to
the Special Servicer, third to the Master Servicer and then to the Senior Trust Advisor.


 


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


 


Section
3.06 Investment of Funds in the Certificate Account and the REO Account. (a) The Master Servicer may direct any
depository institution maintaining the Certificate Account, the Companion Distribution Account or any Servicing Account (for
purposes of this Section 3.06, an “Investment Account”), the Special Servicer may direct any
depository institution maintaining the REO Account (also for purposes of this Section 3.06, an “Investment
Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one
or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later
than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from
such account pursuant to this Agreement, if a Person other than the depository institution maintaining such account is the
obligor thereon and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant
to this Agreement, if the depository institution maintaining such account is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the
name of the Master Servicer or the Special Servicer, as applicable, on behalf of the Trustee (in its capacity as such) for
the benefit of the Certificateholders. The Master Servicer (in the case of the Certificate Account, the Companion
Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of
the REO Account or any Servicing Account maintained by or for the Special Servicer) on behalf of the Trustee, shall maintain
continuous physical possession of any Permitted Investment of amounts in the Certificate Account, the Companion Distribution
Account, the Servicing Accounts or REO


 






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


 


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


 


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


 


(b)        Interest
and investment income realized on funds deposited in the Certificate Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on
funds deposited in the REO Account or any Servicing Account maintained by or for the Special Servicer, to the extent of the Net
Investment Earnings, if any, with respect to such account for each period from and including any Distribution Date to and including
the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer and shall
be subject to its withdrawal in accordance with Section 3.16(c). In the event that any loss shall be incurred in respect
of any Permitted Investment (as to which the Master Servicer or Special Servicer, as applicable, would have been entitled to any
Net Investment Earnings hereunder) directed to be made by the Master Servicer or Special Servicer, as applicable, and on deposit
in any of the Certificate Account, the Companion Distribution Account, the Servicing Account or the REO Account, the Master Servicer
(in the case of the Certificate Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master
Servicer), the Special Servicer (in the case of the REO Account or any Servicing Account maintained by or for the Special Servicer)
shall deposit therein, no later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss,
if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to the current


 






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


 


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


 


Section
3.07          Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage. (a) The Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage
Loan) and any related Serviced Companion Loan) shall use its efforts consistent with the Servicing Standard to cause the
Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and the Special Servicer (with respect to
REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the extent required by the terms of the
related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents except to
the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided in
the next sentence with respect to the Master Servicer or Special Servicer, as applicable). If the Mortgagor does not so
maintain such insurance coverage, subject to its recoverability determination with respect to any required Servicing Advance,
the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced
Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall
maintain all insurance coverage as is required under the related Mortgage, but only in the event the Trustee has an insurable
interest therein and such insurance is available to the Master Servicer or the Special Servicer and, if available, can be
obtained at commercially reasonable rates, as determined ((i) prior to the occurrence and continuance of any Control Event
and (ii) other than with respect to any Excluded Loan, any determination that such insurance coverage is not available or not
available at commercially reasonable rates to be made with the consent of the Directing Certificateholder (or, with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with the
consent of the holder of the related AB Subordinate Companion Loan)) by the Master Servicer (with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with
respect to REO Properties other than any Non-Serviced Mortgaged Property) except to the extent that the failure of the
related Mortgagor to do so is an Acceptable Insurance Default as determined by the Special Servicer; provided, however,
that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such


 






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


 






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(including any related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage
Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master Servicer as a
Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a
Nonrecoverable Advance then such cost shall instead be paid out of the Certificate Account) and will be charged to the
related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders, be added to
the unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that the
terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by the Special Servicer in maintaining
any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the related REO
Account pursuant to Section 3.16(c) or, if the amount on deposit therein is insufficient therefor, advanced by the
Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance
would be a Nonrecoverable Advance then such cost shall instead be paid out of the Certificate Account). The foregoing
provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required to maintain, and will
not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such
insurance was required at the time of origination of the related Mortgage Loan and is currently available at
commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism)
or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as
the holder of such Mortgage Loan (including any Serviced Companion Loan) reasonably requires from time to time in order to protect
its interests, the Master Servicer will be required to, consistent with the Servicing Standard, (A) monitor in accordance with
the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions, (B) request
the Mortgagor to either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation as
to its reasons for failing to purchase such insurance and (C) notify the Special Servicer if it has knowledge that any insurance
policy contains Additional Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s compliance
with the immediately preceding clauses (A) and (B) above) that any Mortgagor fails to purchase the insurance requested
to be purchased by the Master Servicer pursuant to clause (B) above. If the Special Servicer determines in accordance with
the Servicing Standard that such failure is not an Acceptable Insurance Default, the Special Servicer shall notify the Master Servicer
and the Master Servicer shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained. The
Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations.
The Master Servicer shall be entitled to rely on insurance consultants (at the expense of such Master Servicer) in determining
whether Additional Exclusions exist. Furthermore, the Special Servicer shall promptly deliver such conclusions in writing to the
17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have
one of the ten (10) highest outstanding principal balances of all of the Mortgage Loans then included in the Trust or (ii) comprise
more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans


 






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then included in the Trust. During the period that
the Special Servicer is evaluating the availability of such insurance or waiting for a response from the Directing Certificateholder,
neither the Master Servicer nor the Special Servicer will be liable for any loss related to its failure to require the Mortgagor
to maintain such insurance and will not be in default of its obligations as a result of such failure and the Master Servicer will
not itself maintain such insurance or cause such insurance to be maintained.


 


(b)        (i)
If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any Non-Serviced
Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may be, required to
be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties. Such Insurance Policy
may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying with the requirements
of Section 3.07(a), and there shall have been one or more losses which would have been covered by such Insurance Policy,
promptly deposit into the Certificate Account from its own funds the amount of such loss or losses that would have been covered
under the individual policy but are not covered under the blanket Insurance Policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including any related Serviced
Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent with the Servicing
Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any Serviced Companion
Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under
any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. The Special Servicer, to the
extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect to
a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which shall
be a Servicing Advance.


 


(ii)       If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to
cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than
any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such


 






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master single interest or force-placed policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a), and
there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into the
Certificate Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.


 


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


 


(d)        At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at commercially reasonable
rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee, as mortgagee,
has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage and the maintenance
of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal to the lesser of (i)
the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable), and (ii) the
maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional
excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. If the
cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing Advance
for such costs.


 






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(e)        During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less
than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended. The cost of
any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of the related REO Account
pursuant to Section 3.16(c) or, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer as
a Servicing Advance.


 


(f)        Notwithstanding
the foregoing, so long as the long-term debt obligations or the deposit account or claims paying ability of the Master Servicer
(or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least
“A2” by Moody’s, “A(low)” by DBRS (if rated by DBRS) and “A-” by Fitch (if rated by Fitch),
the Master Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide
self-insurance with respect to any of its obligations under this Section 3.07.


 


Section
3.08          Enforcement of Due-on-Sale Clauses; Assumption
Agreements. (a) As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that contains a provision in the nature of a “due-on-sale” clause, which by its terms:


 


(i)        provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


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


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer, on behalf of
the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related
Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent with the
Servicing Standard or (b) waive any right to exercise such rights, provided that, (i) with respect to all Mortgage Loans
other than any Excluded Loan, the Special Servicer, prior to itself taking such an action, shall obtain, prior to the occurrence
and continuance of a Control Event, the prior written consent (or deemed consent) of the Directing Certificateholder (or, with
respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the holder
of the related AB Subordinate Companion Loan, to the extent required under the Intercreditor Agreement) (or (i) after the occurrence
and during the continuance of a Control Event and (ii) other than with respect to any Excluded Loan, but prior to a Consultation
Termination Event, upon consultation with the


 






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Directing Certificateholder pursuant to Section 6.07 hereof), which consent
shall be deemed given ten (10) Business Days after receipt (unless earlier objected to by the Directing Certificateholder) of the
Special Servicer’s written analysis and recommendation with respect to such waiver together with such other information reasonably
requested by the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance
of an AB Control Appraisal Period or the prior consent of the related AB Whole Loan Controlling Holder, to the extent required
under the related Intercreditor Agreement) and (ii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater
than or equal to $20,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregate Stated Principal
Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized
or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of
the ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Special Servicer prior to consenting to any action,
shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30), provided,
however, that with respect to subclauses (y) and (z) of this subclause (ii), such Mortgage Loan shall
also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Event has occurred and is continuing),
the Special Servicer shall consult with the Senior Trust Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Senior Trust Advisor, in respect thereof,
in accordance with the procedures set forth in Section 6.07 for consulting with the Senior Trust Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the Special Servicer shall deliver a Review Package to the 17g-5
Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance
with Section 3.30 of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are
satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the
Special Servicer, with respect to all Mortgage Loans (other than the Non-Serviced Mortgage Loans), on behalf of the Trustee as
the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions have been satisfied,
or, with respect to any Mortgage Loan which does not allow the mortgagee discretion in approving a transfer or assumption or does
not allow for discretion in determining whether conditions to a transfer or assumption have been satisfied, the Special Servicer,
on behalf of the Trustee as mortgagee of record, shall make such determination with respect to whether such conditions have been
satisfied.


 



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(b)        As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan that contains a provision in the
nature of a “due-on-encumbrance” clause that by its terms:


 


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


 


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


 


then, for so long as
such Mortgage Loan (and related Companion Loan, if applicable) is serviced under this Agreement, the Special Servicer, on behalf
of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related
Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any additional lien or
other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided that
(i) (other than with respect to an Excluded Loan) the Special Servicer has obtained prior to the occurrence and continuance of
a Control Event, the prior written consent (or deemed consent) of the Directing Certificateholder (or, with respect to any Serviced
AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the holder of the related AB Subordinate
Companion Loan, to the extent required under the Intercreditor Agreement), which consent shall be deemed given ten (10) Business
Days after receipt by the Directing Certificateholder of the Special Servicer’s written analysis and recommendation with
respect to such waiver or exercise of such rights together with such other information reasonably requested by the Directing Certificateholder
(or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period,
the holder of the related AB Whole Loan Controlling Holder, to the extent required under the Intercreditor Agreement), and (ii)
the Special Servicer has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating
agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.30) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal
Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or
(C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal
Balance of the Mortgage Loan or Companion Loan, if any, and the principal amount of the proposed additional loan) or (D) is one
of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000;
provided, however, that with respect to subclauses (A), (B), (C) and (D) of this subclause
(ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation
requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether
a Control Event has occurred and is continuing), the Special Servicer shall consult with the Senior


 






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Trust Advisor, on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended
by the Senior Trust Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.07 for consulting
with the Senior Trust Advisor.


 


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


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section
3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to
who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use reasonable efforts to make
the related Mortgagor bear such costs and expenses. Unless determined to be nonrecoverable such costs not collected from the related
Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with respect to the satisfaction
of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the
Special Servicer, with respect to all Mortgage Loans (other than a Non-Serviced Mortgage Loan), on behalf of the Trustee as the
mortgagee of record, shall determine whether such conditions have been satisfied.


 


(c)        Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)        Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.20, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to provision of any such
waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee,
the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting
to the 17g-5 Information Provider’s Website in accordance with Section 3.30) and, with respect to a Whole Loan, the
related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a)
or (b) and shall forward thereto a copy of such agreement.


 






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(e)        [Reserved.]


 


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


 


(g)        Notwithstanding
the foregoing provisions of this Section 3.08, if the Special Servicer makes a determination under Sections 3.08(a)
or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion Loan documents, as applicable,
with respect to assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied, the applicable
assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise prohibited pursuant to the
Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents does not constitute
a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section
3.09          Realization Upon Defaulted Mortgage Loans and Companion
Loans. (a) Upon an event of default under the Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan
with mezzanine debt, the Master Servicer shall promptly provide written notice to the related Companion Holder or mezzanine
lender, as applicable, with a copy of such notice to the Special Servicer. The Special Servicer shall, subject to subsections
(b) through (d) of this Section 3.09 and Section 3.29, subject to the Directing
Certificateholders’ rights pursuant to Section 6.07, and any Companion Holder or mezzanine lender’s rights
under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the
beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of
property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Companion Loan, if any, as come into
and continue in default as to which no satisfactory arrangements (including by way of a discounted pay-off) can be made for
collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other provision hereof. The
foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered damage from an
Uninsured Cause, the Master Servicer or Special Servicer shall not be required to make a Servicing Advance and expend funds
toward


 






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the restoration of such property unless the Special Servicer has determined in its reasonable discretion that such
restoration will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after
reimbursement to the Master Servicer or the Special Servicer, as applicable, for such Servicing Advance, and the Master
Servicer or Special Servicer has not determined that such Servicing Advance together with accrued and unpaid interest thereon
would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special Servicer in any such proceedings
shall be advanced by the Master Servicer; provided that, in each case, such cost or expense would not, if incurred,
constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed so as to
require the Master Servicer or the Special Servicer, on behalf of the Trust, to make a bid on any Mortgaged Property at a
foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the
Master Servicer or the Special Servicer in its reasonable judgment taking into account the factors described in Section
3.18(b) and the results of any Appraisal obtained pursuant to the following sentence, all such bids to be made in a
manner consistent with the Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary and
prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted Mortgage Loan or
any related defaulted Companion Loan, whether for purposes of bidding at foreclosure or otherwise, the Special Servicer or
the Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect to such property by an
Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing Advance.


 


(b)        The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)        such
personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or


 


(ii)       the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust Fund (to the extent not allocable to the related
Companion Loan) will not cause the imposition of a tax on either Trust REMIC under the REMIC Provisions or cause either Trust REMIC
to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding.


 


(c)        Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.29, neither the Master Servicer nor the Special Servicer
shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders and/or
any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be
an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law,
unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such
acquisition of title or other action, that:


 






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


 


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


 


The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the
Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of
the Trust Fund and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the Master Servicer from the Certificate Account, including from the Companion Distribution Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental
Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment
ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust
Fund as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the
preceding sentence have been satisfied. With respect to Non-Specially Serviced Mortgage Loans, the Master Servicer and, with respect
to Specially Serviced Mortgage Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar
with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken
(including delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy)
under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available
under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier Interests).


 


(d)        If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth in
clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect
to any Mortgaged Property securing a Defaulted Mortgage Loan and, in the case of a Serviced Mortgage Loan, any related Companion
Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant
to Section 6 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to
repurchase such Defaulted Mortgage Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase


 






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


 


(e)        The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider monthly
regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Mortgage Loan or
defaulted Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed that either
of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each
case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable
Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)        The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required
to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer
shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information
and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and
abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon
request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 






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(g)        The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the Companion Loan) permit such an action.


 


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


 


Section 3.10 Trustee
and Certificate Administrator to Cooperate; Release of Mortgage Files. (a) Upon the payment in full of any Mortgage Loan
(other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be,
of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or
Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related
Mortgage File. Any such notice and request shall be in the form of a Request for Release substantially in the form of Exhibit
E signed by a Servicing Officer and shall include a statement to the effect that all amounts received or to be received
in connection with such payment which are required to be deposited in the Certificate Account pursuant to Section
3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will be so deposited. Within seven (7)
Business Days (or within such shorter period as release can reasonably be accomplished if the Master Servicer or the Special
Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian shall release the
related Mortgage File to the Master Servicer or Special Servicer, as the case may be; provided that in the case of the
payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall not be released by
the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Certificate Account.


 


(b)        From
time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan) (and
any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release substantially
in the form of Exhibit E signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage
File or any document therein to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of
such Mortgage File or such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing
Officer of the Master Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of
a Serviced Whole Loan, the related Companion Loan), was liquidated and that all amounts received or to be received in connection
with such liquidation which are required to be deposited into the Certificate Account (including amounts related to the related
Companion Loan, if applicable) pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan
has become an


 






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


 


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


 


(d)        If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
Pooling Agreement, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master
Servicer requests delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release
or cause the release of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section
3.11          Servicing Compensation. (a) As compensation for its
activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan,
Serviced Companion Loan and REO Loan (other than the portion of any REO Loan related to any Non-Serviced Companion Loan)
(including Specially Serviced Mortgage Loans and any Non-Serviced Mortgage Loan constituting a “specially serviced
mortgage loan” under any related Non-Serviced Pooling Agreement). As to each Mortgage Loan, Companion Loan and REO
Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the
Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as
interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any
partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan
or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage
Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage
Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be
serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee
shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable
monthly, on a loan-by-loan basis, from payments of interest on each Mortgage


 






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Loan, Companion Loan and REO Revenues allocable
as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master Servicer shall be entitled to
recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion of related
payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable
as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences,
the third paragraph of this Section 3.11(a), Section 6.02, Section 6.04 and Section 7.01(c), the
right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of
the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof).
With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from
amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor
Agreement.


 


In the event that the
Senior Trust Advisor exercises its right to resign in the case where the only Mortgage Loan remaining in the Trust is the U-Haul
Portfolio Mortgage Loan pursuant to Section 3.31(r) hereto, there shall be no Senior Trust Advisor Fee payable.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Certificate Account pursuant to Section 3.04(a), additional
servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent
collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers, extensions or
amendments of any Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited
by the related Intercreditor Agreement); provided that with respect to such transactions, the consent of and/or processing
by, the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent and/or
processing is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption application
fees and similar items received on Non-Specially Serviced Mortgage Loans in the case of assumptions processed by the Master Servicer
(including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) (whether or
not the consent of the Special Servicer is required) and 100% of all defeasance fees; (iii) 100% of assumption, waiver, consent
and earnout fees pursuant to Section 3.08 and Section 3.20 or other actions performed in connection with this Agreement
on the Non-Specially Serviced Mortgage Loans (including any related Serviced Companion Loan, to the extent not prohibited by the
related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such actions, (iv)
50% of all assumption, waiver, consent and earnout fees (other than assumption application fees and defeasance fees), pursuant
to Section 3.08 and Section 3.20 on any Non-Specially Serviced Mortgage Loan (including any related Serviced Companion
Loan, to the extent not prohibited by the related Intercreditor Agreement) for which the Special Servicer’s processing, consent
or approval is required but only to the extent that all amounts then due and payable with respect to the related Mortgage Loan
have been paid and (v) 50% of all fees related to Major Decisions and Special Servicer Decisions with respect to the Non-Specially
Serviced Mortgage Loans. In addition, the Master Servicer shall be entitled to retain as additional servicing compensation (other
than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands,
fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient


 






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funds, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts
in the Certificate Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b),
respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation
in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits
relating to the Trust Fund in the Certificate Account or the Companion Distribution Account in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest
or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan
to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls
collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan during the related Due Period to the extent not required
to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred
by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing
to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section
3.07), if and to the extent such expenses are not payable directly out of the Certificate Account and the Master Servicer shall
not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


Notwithstanding anything
herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself the Transferable
Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer,
all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in
the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements
of Section 6.04 and who requires market-rate servicing compensation that accrues at a per annum rate in excess of
the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject
to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to the holder
of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its
Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction
pursuant to the preceding sentence).


 


(b)        As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Mortgage Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from time
to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially
Serviced Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced
Mortgage Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period
respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan
is computed. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if
a Liquidation Event occurs with respect to


 






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the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a
loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee
may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities
and obligations under this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to
a Non-Serviced Mortgage Loan.


 


(c)        Additional
servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers, extensions or
amendments of any Specially Serviced Mortgage Loans, (ii) 100% of assumption fees and other related fees received on any Specially
Serviced Mortgage Loans and 100% of assumption application fees and similar items received with respect to (x) Specially Serviced
Mortgage Loans and (y) Non-Specially Serviced Mortgage Loans for which the assumptions are processed by the Special Servicer, (iii)
100% of waiver, consent and earnout fees, pursuant to Section 3.08 and Section 3.20 or other actions performed in
connection with this Agreement on the Specially Serviced Mortgage Loans or certain other similar fees paid by the related Mortgagor,
(iv) 50% of all Excess Modification Fees and assumption and consent fees pursuant to Section 3.08 or Section 3.20
and 50% of all earnout fees received with respect to all Non-Specially Serviced Mortgage Loans (including any related Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) and, in all cases, for which the Special Servicer’s
processing, consent or approval is required and (v) 50% of all fees related to Major Decisions and Special Servicer Decisions with
respect to the Non-Specially Serviced Mortgage Loans, shall be promptly paid to the Special Servicer by the Master Servicer (or
directly from the related Mortgagor) in each of clauses (i) through (ix) to the extent such fees are paid by the
Mortgagor and shall not be required to be deposited in the Certificate Account pursuant to Section 3.04(a). Subject to Section
3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges
to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund
in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date
related to such Distribution Date). The Special Servicer shall also be entitled to additional servicing compensation in the form
of a Workout Fee with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such Corrected Mortgage Loan for so long
as it remains a Corrected Mortgage Loan; provided, however, that after receipt by the Special Servicer of Workout
Fees with respect to such Corrected Mortgage Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall
be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout
Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer
shall be entitled to an amount from the final payment on the related Corrected Mortgage Loan (including any related Serviced Companion
Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Mortgage Loan (including
any related Serviced Companion Loan) to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding
sentence with respect to each collection on such Corrected Mortgage Loan from which such fee would otherwise be payable until an
amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Mortgage
Loan will cease to be payable if such loan again becomes a Specially Serviced Mortgage Loan; provided that a new Workout
Fee will


 






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become payable if and when such Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. The Special
Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated
(other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage
Loans or any related Companion Loan that became Corrected Mortgage Loans prior to the time of that termination or resignation except
the Workout Fees will no longer be payable if the Corrected Mortgage Loan subsequently becomes a Specially Serviced Mortgage Loan.
If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially
Serviced Mortgage Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the
event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed
writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Mortgage Loan solely
because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently becomes
a Corrected Mortgage Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. The successor special
servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout
Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer
receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition
of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If,
however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Mortgage Loan and
the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of
such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan.
Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a
Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion
Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor
Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in
accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d),
the Special Servicer will also be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required
to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without
limitation, payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers
and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07),
if and to the extent such expenses are not expressly payable directly out of the Certificate Account or the REO Account, and the
Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


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


 






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order) to reimburse (i) the Master Servicer,
the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and,
in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special
Servicer or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect to a
Non-Serviced Whole Loan pursuant to the applicable Non-Serviced Pooling Agreement, to the extent not prohibited by the applicable
Non-Serviced Intercreditor Agreement) due on such Distribution Date, (ii) the Trust Fund for all interest on Advances previously
paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced
Mortgage Loan, the related trust for all interest on Servicing Advances reimbursed by such trust to any party under the applicable
Non-Serviced Pooling Agreement, which resulted in an additional trust fund expense for the trust, to the extent not prohibited
by the applicable Non-Serviced Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable
and (iii) the Trust Fund for costs of all additional Trust Fund expenses (other than Special Servicing Fees, Workout Fees and Liquidation
Fees), including without limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date
with respect to such Mortgage Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable
as additional servicing compensation under the related Non-Serviced Pooling Agreement) remaining thereafter shall be distributed
to the Master Servicer, if and to the extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially
Serviced Mortgage Loan, and to the Special Servicer, if and to the extent accrued on such Mortgage Loan during the period such
Mortgage Loan was a Specially Serviced Mortgage Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing compensation
to the Master Servicer and the Special Servicer shall be distributed between the Master Servicer and the Special Servicer, on a
pro rata basis, based on the Master Servicer’s and Special Servicer’s respective entitlements to such compensation
described in the previous sentence. Notwithstanding the foregoing, Penalty Charges with respect to any Companion Loan will be allocated
pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon and additional Trust
Fund expenses in accordance with this Section 3.11(d).


 


(e)        With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
(2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC®
Investor Reporting Package (IRP) for such Distribution Date, an electronic report (which may include HTML, word or excel compatible
format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and the
Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special
Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that no such report shall be
due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)        The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any


 






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


 


(g)        Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two (2) Business Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty
License Fee on a monthly basis. The Master Servicer shall withdraw from the Certificate Account and, to the extent sufficient funds
are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Certificate Account.


 


Section
3.12          Inspections; Collection of Financial Statements. (a)
The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical
inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially
Serviced Mortgage Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and
(ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2016
(and each Mortgaged Property shall be inspected on or prior to December 31, 2017); provided, however, that if a
physical inspection has been performed by the Special Servicer in the previous twelve (12) months and the Master Servicer has
no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not
be required to perform or cause to be performed, such physical inspection; provided, further, that if any
scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall
inspect or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a
Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced
Mortgage Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the immediately
preceding sentence shall be an expense of the Trust Fund, and, to the extent not paid by the related Mortgagor, reimbursed first
from Penalty Charges actually received from the related Mortgagor and then from the Certificate Account pursuant to Section
3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the
terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with
their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan and then, from the related AB Mortgage Loan (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Serviced Whole Loan are allocated
to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general
collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written
report of each such inspection detailing the condition of and any damage to


 






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the Mortgaged Property to the extent evident from
the inspection and specifying the existence of (i) any vacancy in the Mortgaged Property that the preparer of such report has
knowledge of and deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of
such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the preparer of
such report deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such
report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The
Special Servicer and the Master Servicer shall deliver a copy (in electronic format) of each such report prepared by the
Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to
the occurrence and continuance of a Control Event and (ii) other than with respect to any Excluded Loan) and to the Trustee
within five (5) Business Days after completion of such report. Within five (5) Business Days after request for copies of such
reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver a copy (in
electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website. Prior to the occurrence of a Consultation
Termination Event, the Master Servicer shall deliver a copy of each such report to the Directing Certificateholder and upon
request to each Holder of a Class E, Class F, Class G or Class NR Certificate (which such request may state that such items
may be delivered until further notice).


 


(b)        [Reserved.]


 


(c)        The
Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Mortgage Loan (other than any Non-Serviced Mortgage Loans) shall make reasonable efforts to collect promptly and review
from each related Mortgagor quarterly and annual operating statements, financial statements, budgets and rent rolls of the related
Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items
is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered
under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the
terms of the related Mortgage Loan (and each Serviced Companion Loan) documents. The Master Servicer and the Special Servicer shall
not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver
such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and
annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect
all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within
five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver copies of all
the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder, each Companion
Holder (if they relate to the related Serviced Whole Loan or any portion thereof or any related REO Property) or Other Servicer
for a related securitization trust in respect of any Serviced Companion Loan and the Depositor, in electronic format, in each case
within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year
commencing June 30, 2016. Upon the request of any Privileged


 






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Person (other than the NRSROs) to receive copies of such items, the
Master Servicer or the Special Servicer, as applicable, shall deliver electronic copies of such items to the Certificate Administrator
to be posted on the Certificate Administrator’s Website. The Master Servicer or Special Servicer, as applicable, shall deliver
copies of all the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.15(c).


 


Within forty-five (45)
days after receipt by the Master Servicer, with respect to all Non-Specially Serviced Mortgage Loans it is responsible for servicing
hereunder, or the Special Servicer with respect to Specially Serviced Mortgage Loans and REO Properties (other than any Non-Serviced
Mortgaged Property), of any quarterly and annual operating statements or rent rolls beginning with the quarter ending March 31,
2016 and the calendar year ending December 31, 2016 with respect to any Mortgaged Property or REO Property, or if such date would
be after June 30 of any year, then within thirty (30) days after receipt, such Master Servicer or Special Servicer, as applicable,
shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of
operations and the CREFC® NOI Adjustment Worksheet and the CREFC® Operating Statement Analysis Report;
provided that any such CREFC® Operating Statement Analysis Report and/or CREFC® NOI Adjustment
Worksheet shall not be required to be prepared or updated with respect to year-end or the first calendar quarter of each year to
the extent provided by the then current CREFC® IRP. Upon the occurrence and continuation of a Servicing Transfer
Event, the Master Servicer shall provide the Special Servicer with all prior CREFC® Operating Statement Analysis
Reports and CREFC® NOI Adjustment Worksheets for the related Mortgage Loan (including underwritten figures), and
the Special Servicer’s obligations hereunder shall be subject to its having received all such reports. The Master Servicer
and Special Servicer shall forward to the other and (prior to the occurrence of a Consultation Termination Event) the Directing
Certificateholder electronically monthly all operating statements and rent rolls received from any Mortgagor from the prior month.
All CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets shall be maintained
by the Master Servicer with respect to each Mortgaged Property (other than a Non-Serviced Mortgaged Property) and REO Property
(other than any Non-Serviced Mortgaged Property), and the Master Servicer shall forward copies (in electronic format) thereof and
the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision
thereof) to the Certificate Administrator, the Directing Certificateholder, and with respect to any Serviced Companion Loan, the
related Companion Holder, the Special Servicer and the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
all such items to the 17g-5 Information Provider’s Website. The Master Servicer shall maintain a CREFC® Operating
Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property (other than
a Non-Serviced Mortgaged Property) or REO Property (other than a Non-Serviced Mortgaged Property).


 


(d)        At
or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to
be delivered to the Master Servicer, each Companion Holder (if they relate to the related Serviced Whole Loan or any portion thereof
or any related REO Property) and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Mortgage
Loans and


 






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any REO Properties (other than a Non-Serviced Mortgaged Property), providing the information required of the Special
Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination
Date, which CREFC® Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following
supplemental CREFC® reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC®
Comparative Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating
Statement Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent rolls
submitted by the Mortgagor.


 


(e)        Not
later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning November 2015, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator and,
to the extent related to a Serviced Whole Loan or any portion thereof or any related REO Property, the related Companion Holder
the following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special
Servicer Loan File pursuant to Section 3.12(d) by the Special Servicer and Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F)
CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent
received from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance
Date beginning November 2015, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate
Administrator and, to the extent related to a Serviced Whole Loan or any portion thereof or any related REO Property, the related
Companion Holder any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports
and CREFC® REO Liquidation Reports received from the Special Servicer. Not later than 2:00 p.m. (New York City time)
two (2) Business Days prior to the Distribution Date beginning November 2015, the Master Servicer shall deliver or cause to be
delivered to the Certificate Administrator and, to the extent related to a Serviced Whole Loan or any portion thereof or any related
REO Property, the related Companion Holder via electronic format the CREFC® Loan Periodic Update File. In no event
shall any report described in this subsection be required to reflect information that has not been collected by or delivered to
the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business
Day prior to the Business Day on which the report is due.


 


(f)        The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(c) and Section 3.12(d), and the Master Servicer shall deliver to the Certificate Administrator the reports
and data files set forth in Section 3.12(e). The Master Servicer may, absent manifest error, conclusively rely on the reports
and/or data to be provided by the Special Servicer pursuant to Section 3.12(c) and


 






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Section 3.12(d). The Certificate
Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant
to Section 3.12(e). In the case of information or reports to be furnished by the Master Servicer to the Certificate Administrator
pursuant to Section 3.12(e), to the extent that such information or reports are, in turn, based on information or reports
to be provided by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the extent that such
reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c) or Section 3.12(d),
the Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it has
received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder
due to a delay in providing the reports required by Section 3.12(e) caused by the Special Servicer’s failure to timely
provide any information or report required under Section 3.12(c) or Section 3.12(d) of this Agreement.


 


(g)        Notwithstanding
the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to
be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer
or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer,
as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information
with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information
or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standard.
The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in
its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(h)        Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report
or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy
such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement,
report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Certificate
Administrator or any Companion Holder and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
making such statement, report or information available on the Master Servicer’s or the Special Servicer’s Internet
website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section 3.13          [Reserved.]


 


Section 3.14          [Reserved.]


  



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Section
3.15     Access to Certain Information. (a) Each of the Master Servicer and the Special Servicer shall provide or cause to
be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan
Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of
Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such
boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise
authority over any such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or
information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan and, with respect to any Excluded
Controlling Class Holder, other than the related Excluded Controlling Class Loan(s)) and, in the case of a Mortgage Loan that
is a portion of a Serviced Whole Loan, the related Companion Loan, and the Trust Fund within its control which may be
required by applicable law. At the election of the Master Servicer, the Special Servicer or the Certificate Administrator,
such access may be afforded to such Person identified above by the delivery of copies of information as requested by such
Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment
(other than from the Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on
behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by
it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without charge but
only upon reasonable prior written request and during normal business hours at the offices of the Certificate
Administrator or the Custodian.


 


The failure of the Master
Servicer or Special Servicer to provide access as provided in this Section 3.15 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.15. In connection with providing information pursuant to this Section
3.15, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it
for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any
information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access
to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution
of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv)
withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is
prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client
privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer
to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of
this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, determines, in its reasonable
good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any
provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans
or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or
the Trust Fund or otherwise materially harm the Trust or the Trust Fund. Without limiting the generality of the foregoing, the
Master Servicer or Special Servicer may refrain from


 






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disclosing information that it reasonably determines would prejudice the interest
of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Upon the reasonable request
of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the holder
of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer’s reasonable satisfaction,
the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or holder of such AB Subordinate
Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial statements (in each case,
solely relating to the related Serviced Whole Loan, if requested by the holder of an AB Subordinate Companion Loan) obtained by
the Master Servicer; provided that, in connection therewith, the Master Servicer may require a written confirmation executed
by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the effect
that such Person is a Holder of Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder
or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will
keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating
any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the
Trust.


 


(b)           The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus Supplement, Statements
to Certificateholders and the SEC EDGAR filings referred to below will be available to the general public) via the Certificate
Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the
Certificate Administrator in electronic format:


 


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


 


(A)        the
Prospectus Supplement and Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently
provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)        this
Agreement and any amendments and exhibits hereto; and


 


(C)        the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)            the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)        any
reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the
EDGAR system;


 






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


 


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


 


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


 


(C)        all
Senior Trust Advisor Annual Reports;


 


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


 


(A)        summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.21(d);


 


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


 


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


 


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


 


(A)        any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)        any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.20(h);


 


(C)        any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)        any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 


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


 






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(F)        any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Any Person that is a
Borrower Party shall only be entitled to access (a) the Statements to Certificateholders, and the following items made available
to the general public:


 



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


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee may each rely on (i) an
investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder
to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit
P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is
an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing
Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly
notify each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and the Trustee
in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling Class Holder with
respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator a
notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling
Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the
Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate
Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification
substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s Website, except
that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling
Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s
Website. With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the
Master Servicer, the Special Servicer and the Senior Trust Advisor shall mark or label such information as “Excluded Information”
prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such


 



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Excluded Information (and, if possible, on loan-by-loan basis) from information relating to other Mortgage Loans or
Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer,
the Senior Trust Advisor or the Certificate Administrator, as applicable, has received a notice substantially in the form of Exhibit
P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded Controlling
Class Holder. None of the Master Servicer, the Special Servicer, the Senior Trust Advisor or the Certificate Administrator shall
be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded
Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related
Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if
the Master Servicer, the Special Servicer, the Senior Trust Advisor or the Certificate Administrator, as applicable, did not receive
prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded
Information posted on the Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator
in accordance with Section 3.36(a).


 


Each of the Master Servicer,
the Special Servicer, the Senior Trust Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the
form of Exhibit P-1B that it is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling
Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information
to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing
Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved in the management of any investment in
the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct
or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


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


 



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Report or the Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


 


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


 


(c)        The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such items
are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “JPMBB 2015-C32” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)        any
notices of waivers under Section 3.08(d);


 


(ii)       any
Asset Status Report delivered by the Special Servicer under Section 3.21(d);


 


(iii)      any
notice of final payment on the Certificates;


 


(iv)     any
environmental reports delivered by the Special Servicer under Section 3.09(e);


 


(v)      any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.21;


 


(vi)     any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 


(vii)    any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)   any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.30(a);


 


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


 


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


 






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(xi)      any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


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


 


(xiii)    any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


 


(xiv)   any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)     any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 12.01(a)(ix);


 


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


 


(xvii)   any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5
Information Provider pursuant to this Section 3.15(c) or regarding any request for a Rating Agency Confirmation or regarding
any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans or any related Companion Loan, the
related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor
Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication
was held pursuant to Section 3.15(g);


 


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


 


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


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time,
or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City time. The 17g-5 Information
Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is
accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event
that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information Provider
may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information
Provider have not obtained and shall not be deemed to have obtained actual


 



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knowledge of any information merely by posting such
information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such
information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be
provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2
hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website). If a Rating Agency
requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on
the same Business Day provided such request is made prior to 2:00 p.m., New York City time on such Business Day, or, if received
after 2:00 p.m., New York City time, on the following Business Day. Questions regarding delivery of information to the 17g-5 Information
Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “JPMBB 2015-C32”
in the subject line).


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.15. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The Master Servicer or
Special Servicer, as applicable, may, but shall not be obligated to send such information, report, notice or document to the applicable
Rating Agency so long as such information report or notice (i) was previously provided to the 17g-5 Information Provider or (ii)
is simultaneously provided to the 17g-5 Information Provider.


 


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


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “JPMBB 2015-C32” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


(d)        [Reserved.]


 






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


 


(f)        Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also
deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage
Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any
Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons
who deliver an Investor Certification in accordance with this Section 3.15 and the Rating Agencies (collectively, the “Disclosure
Parties”) (only to the extent such additional information is simultaneously delivered to the 17g-5 Information Provider
for posting on the 17g-5 Information Provider’s Website in accordance with the provisions of Section 3.15(c)), in
each case, except to the extent doing so is prohibited by this Agreement (including without limitation, any prohibitions on dissemination
of any confidential information, including, without limitation, any Privileged Information), applicable law or by the related Mortgage
Loan documents. Each of the Master Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information
and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information
(A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement
substantially in the form of Exhibit X or (z) a “click-through” confidentiality agreement if such information
is being provided through the Master Servicer’s or Special Servicer’s website, and (B) acknowledge that the Master
Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to
the extent access to such information is provided via the Master Servicer’s or the Special Servicer’s website, the
Master Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or
an additional or alternative agreement as to the confidential nature of such information. In connection with providing access to
or copies of the information described in this Section 3.15(f) to current or prospective Certificateholders the form of
confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder,
an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep
such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel
and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided
that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information
confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor related
thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein
or an investment


 



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advisor related thereto and is requesting the information for use in evaluating a possible investment in Certificates
and will otherwise keep such information confidential with no further dissemination (except that such Certificateholder may provide
such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment advisor acting
on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the
investment advisor and such current or prospective Certificateholder.


 


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


 


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


 


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


 


(i)        None
of the foregoing restrictions in this Section 3.15 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Senior Trust Advisor or the Special Servicer, on the
one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review
of the ratings it assigns to the Master Servicer, the Senior Trust Advisor or the Special Servicer, as applicable, (ii) such Rating
Agency’s or NRSRO’s approval of the Master Servicer, the Senior Trust Advisor or the Special Servicer, as applicable,
as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of
the Master Servicer’s, the Senior Trust Advisor or the Special Servicer’s, as applicable, servicing operations in general;
provided, that the Master Servicer, the Senior Trust Advisor or the Special Servicer, as applicable, shall not provide any
information relating to the Certificates, the Mortgage Loans or any Serviced Companion Loan, as applicable, to any Rating Agency
or NRSRO in connection with such review and evaluation by such Rating Agency or


 



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


 


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


 


Section
3.16       Title to REO Property; REO Account. (a) If title to any Mortgaged Property is acquired (and thus becomes REO
Property), the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or
regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on
behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced
Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section
3.16. The Special Servicer, on behalf of the Trust Fund and, if applicable, the related Serviced Companion Noteholder,
shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust Fund acquires
ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section
860G(a)(8) of the Code, unless the Special Servicer either (i) applies for an extension of time no later than sixty (60) days
prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable
REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal
Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master
Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the
effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third calendar year following
the year in which such acquisition occurred will not cause the imposition of a tax on either Trust REMIC or cause either
Trust REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is
outstanding. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the
immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO
Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its
being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the
Opinion of Counsel contemplated by clause (ii) of the second preceding


 



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sentence, shall be an expense of the Trust Fund
payable out of the Certificate Account pursuant to Section 3.05(a).


 


(b)      The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
the related Companion Holder(s), as their interest shall appear, and the Trustee (as holder of the Uncertificated Lower-Tier Interests),
for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account.
The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within one (1) Business Day after receipt of
properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of
an REO Property; provided, however, that to the extent any such funds are received after 2:00 p.m. (New York City
time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to deposit, or cause to be deposited,
such funds in the REO Account within one (1) Business Day of receipt of such funds but, in any event, the Special Servicer shall
deposit, or cause to be deposited, such funds in the REO Account within two (2) Business Days of receipt of such funds. Funds in
the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give
notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of the REO Account when first established
and of the new location of the REO Account prior to any change thereof.


 


(c)       The
Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance
and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property.
On or prior to each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced
Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to the Master Servicer, which shall
deposit into the Certificate Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received
in respect of each REO Property during the most recently ended Due Period, net of (i) any withdrawals made out of such amounts
pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided,
however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion
of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant
improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination Date (or with
respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer
shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Certificate
Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the Special Servicer on
the Determination Date (or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related
Distribution Date.


 






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(d)        The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or Section 3.16(c).


 


Section
3.17       Management of REO Property. (a) If title to any REO Property is acquired, the Special Servicer shall manage,
consent, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the
Certificateholders and the related Companion Holders, as applicable, and the Trustee (as holder of the Uncertificated
Lower-Tier Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause such REO
Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by the Trust Fund or any Serviced Companion Noteholder of any “income from non-permitted
assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the
foregoing, however, the Special Servicer shall have full power and authority to do any and all things in connection therewith
as are in the best interests of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan,
the related Companion Holder(s)) and the Trustee (as holder of the Uncertificated Lower-Tier Interests) all as a collective
whole (taking into account the subordinate or pari passu nature of any Companion Loan) (as determined by the Special
Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything to the contrary
herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section
3.17(a). Subject to this Section 3.17(a), the Special Servicer may allow the Trust Fund or any commercial mortgage
securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property” within the
meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests of
Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing
such REO Property or operating such REO Property on a different basis. In connection therewith, the Special Servicer shall
deposit or cause to be deposited on a daily basis (and in no event later than one (1) Business Day following receipt of such
properly identified funds; provided, however, that to the extent any such funds are received after 2:00 p.m.
(New York City time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to deposit, or
cause to be deposited, such funds in the applicable REO Account within one (1) Business Day of receipt of such funds but, in
any event, the Special Servicer shall deposit, or cause to be deposited, such funds in the applicable REO Account within two
(2) Business Days of receipt of such funds) in the applicable REO Account all revenues received by it with respect to each
REO Property and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit therein
with respect to such REO Property, funds necessary for the proper operation, management, leasing and maintenance of such REO
Property, including, without limitation:


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)        The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)         the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


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


 






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


 


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


 


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


 


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


 


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


 


Section
3.18        Sale of Defaulted Mortgage Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Mortgage
Loan has become a Specially Serviced Mortgage Loan, the Special Servicer shall order (but shall not be required to have
received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such
Defaulted Mortgage Loan in accordance with the Servicing Standard; provided, however, that if the Special
Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the Special
Servicer shall make its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days)
after its receipt of such an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination
based upon changed circumstances, new information and other relevant factors, in each instance in accordance with a review of
such circumstances and new information in accordance with the Servicing Standard; provided that the Special Servicer
shall promptly notify the Master Servicer in writing of the initial fair value determination and any adjustment to its fair
value determination.


 


(ii)        If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Mortgage Loan or to
the extent otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect
to a Specially Serviced Mortgage Loan) or the Master Servicer (with respect to a Non-Specially Serviced Mortgage Loan) shall promptly
notify in


 



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writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring
notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related
mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.18 to the contrary, have the option to
purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor
Agreement.


 


(iii)       If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Mortgage Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer may offer to sell to
any Person any Specially Serviced Mortgage Loan (to the extent consistent with any related Intercreditor Agreement) or may offer
to purchase any Specially Serviced Mortgage Loan, if and when the Special Servicer determines, consistent with the Servicing Standard,
that no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments
thereon and such a sale would be in the best economic interests of the Trust Fund (or, in the case of any Serviced Whole Loan,
the Trust Fund and the holder of the related Serviced Companion Loan(s), as a collective whole, taking into account the pari
passu or subordinate nature of the related Serviced Companion Loan(s), as the case may be) on a net present value basis. The
Special Servicer is required to give the Trustee not less than five (5) days prior written notice of its intention to sell any
Specially Serviced Mortgage Loan, in which case the Special Servicer is required to accept the highest offer received from any
person for such Specially Serviced Mortgage Loan in an amount at least equal to the Purchase Price or, at its option, if it has
received no offer at least equal to the Purchase Price therefor, purchase such Specially Serviced Mortgage Loan at such Purchase
Price.


 


(iv)       (A)
In the case of a Specially Serviced Mortgage Loan as to which a default has occurred and is continuing, in the absence of any offer
at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price),
the Special Servicer shall, subject to subclause (B) below, accept the highest offer received from any Person that is determined
by the Special Servicer to be a fair price for such Specially Serviced Mortgage Loan, if the highest offeror is a Person other
than an Interested Person. The Trustee (based upon updated Appraisals ordered by the Special Servicer and received by the Trustee
(or ordered by the Trustee if the Special Servicer or any of its Affiliates is an Interested Person)) shall determine the fair
price for the Specially Serviced Mortgage Loan if the highest offeror is an Interested Person, and any such determination by the
Trustee shall be binding upon all parties. The Trustee shall act in a commercially reasonable manner in making such determination.
The reasonable cost of such independent appraisal will be an expense of the offering Interested Person and the Special Servicer
shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense is not
paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the
Trustee by the Master Servicer as a Servicing Advance, but the Special Servicer shall continue to use efforts consistent with the
Servicing Standard to collect such amounts from the applicable Interested Person. The Trustee may


 



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conclusively rely on the opinion
of an Independent appraiser or other Independent expert in real estate matters retained by the Trustee in connection with making
such determination. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price,
the Trustee may (at its option) designate an independent third party expert in real estate or commercial mortgage loan matters
with at least five (5) years’ experience in valuing or investing in loans similar to the subject Mortgage Loan, that has
been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan.
If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon
such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested
Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested
Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense
shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use
efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee,
in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Mortgage Loan.


 


         (B)        The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines, in accordance with the Servicing
Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer would be in
the best interests of the Holders of Certificates and, with respect to a Serviced Whole Loan, the holder of the related Serviced
Companion Loan(s), as a collective whole (taking into account the pari passu or subordinate nature of such Serviced Companion
Loan(s), as the case may be). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with the
Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the acceptance of such offer
would be in the best interests of the Holders of Certificates and, with respect to a Serviced Whole Loan, the holder of the related
Serviced Companion Loan(s), as a collective whole (taking into account the pari passu or subordinate nature of such Serviced
Companion Loan(s), as the case may be) (for example, if the prospective buyer making the lower offer is more likely to perform
its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided that
the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use
reasonable efforts to sell all Specially Serviced Mortgage Loans prior to the Rated Final Distribution Date. For the avoidance
of doubt, the Trustee shall have no obligation to make any fair value determination, to the extent required to do so pursuant to
this Section 3.18, on the basis of anything other than the related Appraisal.


 


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


 






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


 


(B)        In
the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the
Special Servicer, if the highest bidder is a Person other than an Interested Person, or (2) by the Trustee, if the highest bidder
is an Interested Person. Notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity, nor
any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.


 


(C)        The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, as a collective whole (taking
into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition, the Special Servicer may
accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the
best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, as a collective
whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans) (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the
lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate
of the Special Servicer.


 


(D)        In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may


 



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


 


(ii)       Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust Fund and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor
or the Trust Fund (except that any contract of sale and assignment and conveyance documents may contain customary warranties of
title, so long as the only recourse for breach thereof is to the Trust Fund) and, if consummated in accordance with the terms of
this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Senior Trust
Advisor nor the Trustee shall have any liability to the Trust Fund or any Certificateholder or related Companion Holder (if applicable)
with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)        Any
sale of a Defaulted Mortgage Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)        With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a defaulted loan, and if the Special Servicer determines to sell the related
Mortgage Loan that has become a Defaulted Mortgage Loan in accordance with this Section 3.18, then the Special Servicer
will be required to sell the related Pari Passu Companion Loan together with such Serviced Mortgage Loan as one whole loan and
will be required to require that all offers be submitted to the Special Servicer in writing. To the extent a determination is required
to be made hereunder as to whether any cash offer constitutes a fair price for the Serviced Whole Loan, such determination shall
be made by the Special Servicer, unless the offeror is an Interested Person, and the Trustee if the offeror is an Interested Person.
Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related


 



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Mortgage Loan together with the related
Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written consent of the holder of the related
Pari Passu Companion Loan (or if such Serviced Pari Passu Companion Loan is included in an Other Securitization, then prior to
a control event under such Other Securitization, with the consent of the related directing certificateholder) (provided
that such consent is not required if 50% or more of the related Pari Passu Companion Loan is held by the related Mortgagor or an
affiliate of the related Mortgagor) unless the Special Servicer has delivered to the Other Servicer under the applicable Other
Securitization, who shall deliver to the related directing certificateholder for the holder of the related Serviced Pari Passu
Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole
Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together with any material amendments
to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior
to the proposed sale date, a copy of the most recent appraisal for such Serviced Whole Loan, and any documents in the servicing
file reasonably requested by the holder of the related Pari Passu Companion Loan that are material to the sale price of the Serviced
Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors
and the Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided to other
offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with
the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit
an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted
to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related
Pari Passu Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the
related Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price,
the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent third party
expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing
in loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such
cash offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making
such determination. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely
conclusively upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports
and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering
Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such
Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment,
such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall
continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.


 


(e)        (i)
Notwithstanding anything in this Section 3.18 to the contrary, pursuant to the terms of the related Intercreditor Agreement,
the holder of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan will have the right to purchase
the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the


 



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


 


(ii)       Notwithstanding
anything in this Section 3.18 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)        Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.18 will be on
a servicing released basis.


 


(g)        In
the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section
3.19       Additional Obligations of Master Servicer and Special Servicer. (a) The Master Servicer shall deliver all
Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari
Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each
P&I Advance Date, without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any
Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in
the Companion Distribution Account on the applicable Serviced Whole Loan Remittance Date, without any right of reimbursement
therefor.


 


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


 


(c)        Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Certificate Account
and available for distribution on the next Distribution Date, the Master Servicer, the Special Servicer or the Trustee, each at
its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable
Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect
to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Event, the consent of the Directing Certificateholder), and any election to so defer or not to defer


 



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


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this section or to comply with the terms of this section and the other provisions
of this Agreement that apply once such an election, if any, has been made; provided, however, that the fact that
a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the
detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute a
violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee, as
applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances has been compromised,
then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances
with interest thereon at the Reimbursement Rate from all amounts in the Certificate Account for such Distribution Date (deemed
first from principal and then interest). Any such election by any such party to refrain from reimbursing itself or
obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall
not limit the


 



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accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement
of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s, as applicable, agreement to defer reimbursement
of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as
an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein
shall be deemed to create in the Certificateholders a right to prior payment of distributions over the Master Servicer’s
or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon.
In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed
to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement
shall have any liability to one another or to any of the Certificateholders or any of the Companion Holders for any such election
that such party makes as contemplated by this section or for any losses, damages or other adverse economic or other effects that
may arise from such an election.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the
Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment,
which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section
3.15(c).


 


(d)        With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related Mortgage Loan documents permit the lender to (but do not
require the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply
amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special
Servicer, as applicable, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable
reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount
may be used, if permitted under the Mortgage Loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or
Serviced Whole Loan), or for other purpose consistent with the Servicing Standard and the Mortgage Loan documents, upon a subsequent
default.


 


Section
3.20       Modifications, Waivers, Amendments and Consents. (a) Except as set forth in Section 3.08(a), Section
3.08(b), Section 3.08(e), this Section 3.20(a), Section 3.20(d), Section 3.20(i), Section
3.20(j) and Section 6.07, but subject to any other conditions set forth thereunder (including, without limitation,
the Special Servicer’s or the Master Servicer’s processing and/or consent rights pursuant to this subsection
(a) with respect to any modification, waiver or amendment that constitutes a Major Decision or a Special Servicer
Decision) and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (and
with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder, as applicable, to advise or
consult with the Master Servicer or Special Servicer, as applicable, with respect to, or to consent to, a modification,
waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Master Servicer shall
not modify, waive or amend the terms of a Mortgage Loan and/or Companion Loan (that constitute a Major Decision or Special
Servicer Decision) without the prior written consent of the Special Servicer (it being understood that the Master Servicer
will


 



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promptly provide the Special Servicer with notice of any request for such modification, waiver or amendment, the Master
Servicer’s written recommendation and analysis, and all information reasonably available to the Master Servicer that
may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the
event that the Special Servicer does not respond within ten (10) Business Days after receipt of such recommendation and
analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such
consent, plus the time period provided to the Directing Certificateholder or other relevant party under this Agreement and,
if applicable, any time period provided to a Companion Holder under a related Intercreditor Agreement, the Special
Servicer’s consent to such modification, waiver or amendment shall be deemed granted; and provided, further,
that no extension entered into pursuant to this Section 3.20(a) shall extend the Maturity Date beyond the earlier of
(i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or
primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent
consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years,
prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan
and/or related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage
Loan and/or related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with
respect thereto is not reasonably foreseeable, prior to any such extension, the Master Servicer shall (1) provide the
Trustee, the Certificate Administrator, the Special Servicer, the Senior Trust Advisor and ((i) prior to the occurrence of a
Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, with
an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and,
if not required or permitted to be paid by the Mortgagor, to be paid as a Trust Fund expense in accordance with Section
3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan and/or
Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing
Standard, ((i) prior to the occurrence and continuance of a Control Event and (ii) other than with respect to any Excluded
Loan) obtain the consent of the Directing Certificateholder (or, (i) after the occurrence and during the continuance of a
Control Event but prior to a Consultation Termination Event and (ii) other than with respect to any Excluded Loan, upon
consultation with the Directing Certificateholder pursuant to Section 6.07 hereof) (which consent or consultation
shall be coordinated through the Special Servicer). Notwithstanding the foregoing, subject to the rights of the related
Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment
pursuant to the terms of the related Intercreditor Agreement, and subject to the Special Servicer’s processing and/or
consent rights pursuant to this subsection (a) if any such modification, waiver or amendment constitutes a Major
Decision or a Special Servicer Decision, the Master Servicer, with respect to Non-Specially Serviced Mortgage Loans, without
the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan and/or related Serviced Companion
Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be
inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than
any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default with respect thereto is
not reasonably foreseeable, such modification or


 



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amendment would not be a “significant modification” of the
Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section
6.07 herein, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer
nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other
parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the
terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably
foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each
Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the applicable
Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30)) and (ii) such substitution would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section
1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or Special Servicer, as applicable, may obtain and
rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage
Loan documents, and if so prohibited, at the expense of the Trust Fund) with respect thereto).


 


Upon receiving a request
for any matter described in this Section 3.20(a) that constitutes a Special Servicer Decision or a Major Decision (without
regard to the first proviso in the definition of “Special Servicer Decision” or the first proviso in the definition
of “Major Decision”, as applicable) with respect to any Non-Specially Serviced Mortgage Loan, the Master Servicer shall
forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master
Servicer shall process such request, the Special Servicer shall process such request and the Master Servicer shall have no further
obligation with respect to such request or such Special Servicer Decision or Major Decision.


 


(b)        If
the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral
of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Mortgage Loan (or any Non-Specially Serviced Mortgage Loan with respect to which such determination
derives from the Special Servicer’s consideration of a Major Decision or Special Servicer Decision that is subject to its
processing and/or consent rights pursuant to Section 3.20(a) of this Agreement) with respect to which a payment default
or other material default has occurred or a payment default or other material default is, in the Special Servicer’s judgment,
reasonably foreseeable (as evidenced by an Officer’s Certificate of the Special Servicer), is reasonably likely to produce
a greater recovery on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the
Trust and, if applicable, the Companion Holders, as the holders of the related Serviced Companion Loan than liquidation of such
Specially


 



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Serviced Mortgage Loan, then the Special Servicer may agree to a modification, waiver or amendment of such Specially
Serviced Mortgage Loan, subject to (x) the provisions of this Section 3.20(b) and Section 3.20(c), (y) with respect
to any Mortgage Loan other than any Excluded Loan, prior to the occurrence and continuance of a Control Event, the approval of
the Directing Certificateholder (or after the occurrence and during the continuance of a Control Event, but prior to a Consultation
Termination Event, upon consultation with the Directing Certificateholder) as provided in Section 6.07; provided
that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period,
the approval of the holder of the related AB Subordinate Companion Loan, will be required to the extent set forth in the related
Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights regarding the matter;
and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect
to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender,
to advise or consult with the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each
case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided
that in the case of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained
an Opinion of Counsel that such release or substitution would not be a “significant modification” of the Mortgage Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event. Notwithstanding anything
herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Event has occurred and is continuing),
the Special Servicer shall consult with the Senior Trust Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Senior Trust Advisor, in respect thereof,
in accordance with the procedures set forth in Section 6.07 for consulting with the Senior Trust Advisor.


 


In connection with (i)
the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property
from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the
related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value
of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any. If, following any such release or taking, the loan-to-value ratio as so calculated
is greater than 125%, the Master Servicer or Special Servicer, as applicable, shall require payment of principal by a “qualified
amount” as determined under Revenue Procedure 2010-30 or successor provisions, unless the related borrower provides an Opinion
of Counsel that if such amount is not paid the related Mortgage Loan will not fail to be a “qualified mortgage” as
defined in Section 860G(a)(3) of the Code.


 


The Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Mortgage Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially


 



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Serviced
Mortgage Loan if such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Mortgage
Loan to a date occurring later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such
Specially Serviced Mortgage Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the
date occurring twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining
term of the ground lease and, ((i) prior to the occurrence and continuance of a Control Event and (ii) other than with respect
to any Excluded Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration of such leasehold
estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide
for the deferral of interest unless interest accrues on the related Mortgage Loan or Serviced Whole Loan generally at the related
Mortgage Rate.


 


(c)        Any
provision of this Section 3.20 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.20 shall be collected
by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or
any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a
“significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)        To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.20(a), and Section
6.07), the Master Servicer (as provided in Sections 3.08(a), 3.08(b) and 3.08(e) and subject to the Special
Servicer’s processing and/or consent rights pursuant to Section 3.20(a) if any such waiver, modification or amendment
constitutes a Major Decision or Special Servicer Decision) or the Special Servicer may, consistent with the Servicing Standard,
agree to any waiver, modification or amendment of a Mortgage Loan or Serviced Companion Loan that is not in default or as to which
default is not reasonably foreseeable only if the contemplated waiver, modification or amendment (i) will not be a “significant
modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause
(x) either Trust REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either Trust REMIC to be subject to any tax
under the REMIC Provisions. In making this determination, the Master Servicer or Special Servicer may obtain and rely upon (and
shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related
Mortgagor or such other Person requesting such modification or, if such expense cannot be collected from the related Mortgagor
or such other Person, to be paid out of the Certificate Account pursuant to Section 3.05(a); provided that the Master
Servicer or Special Servicer, as the case may be, shall use its reasonable efforts to collect such fee from the Mortgagor or such
other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master
Servicer nor the Special Servicer may waive the payment of any Yield Maintenance Charge or the requirement that any prepayment
of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all interest that would be due on the
next Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Mortgage Loan.


 






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


 


(f)        Subject
to Section 3.20(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting of
which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement,
require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation,
a reasonable or customary fee, for the additional services performed in connection with such request; provided that the
charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).


 


(g)        All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.20 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the
Special Servicer in accordance with the Servicing Standard).


 


(h)        With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to this Section 3.20,
the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Senior Trust Advisor (after
the occurrence and during the continuance of a Control Event), the Directing Certificateholder (other than (i) following the occurrence
of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the applicable Companion Holder (unless, with
respect to a holder of an AB Subordinate Companion Loan
related to a Serviced AB Whole Loan, an AB Control Appraisal Period has occurred, if applicable) and the 17g-5 Information
Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section
3.15(c)) in writing of any modification, waiver or amendment (in each case, after it is finalized and executed) of any term
of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof. With respect to any modification,
waiver or amendment (in each case, after it is finalized and executed) for which it is responsible for processing pursuant to this
Section 3.20, the Master Servicer shall provide written notice of any such modification, waiver or amendment to the Trustee,
the Certificate Administrator, the Special Servicer (and the Special Servicer shall, prior to the occurrence of a Consultation
Termination Event and other than with respect to an Excluded Loan, forward such notice to the Directing Certificateholder), the
applicable Companion Holder (unless, with respect to a holder of an AB Subordinate Companion Loan
related to a Serviced AB Whole, an AB Control Appraisal Period has occurred, if applicable), the related Mortgage Loan Seller
(so long as such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder)
and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in
accordance with Section 3.15(c)). The party responsible for delivering notice shall deliver to the Custodian with a copy
to the Master


 



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Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten
(10) Business Days) following the execution thereof, with a copy to the related Companion Holder, if any. Following receipt of
the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the aforesaid modification, waiver or amendment
to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other
than the Class R or Class Z Certificates) upon request. With respect to the processing of any modification, waiver or consent related
to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such modification,
waiver or consent pursuant to Section 3.20(a)) or the Master Servicer (if the Master Servicer processes such modification,
waiver or consent pursuant to Section 3.20(a)) shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance
Date and (ii) five (5) Business Days immediately following the Master Servicer or Special Servicer, as applicable, obtaining actual
knowledge of the incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such
debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com. The notice contemplated in the preceding
sentence shall set forth, to the extent the Special Servicer or Master Servicer, as applicable, has the requisite information or
can reasonably obtain such information, (1) the amount of additional debt that was incurred in the related Due Period, (2) the
total debt service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV
Ratio calculated on the basis of such Mortgage Loan and additional debt. In the event that either (i) the CREFC®
Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master
Servicer, Special Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate
Administrator that such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include
such information on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer
subject to the Exchange Act, the additional report in the form of Exhibit KK shall no longer be required hereunder. From
time to time, the Master Servicer, Special Servicer and Certificate Administrator may agree on a different delivery time and format
for the information set forth in this paragraph.


 


(i)        The
Master Servicer shall process all defeasance transactions, subject to the Special Servicer’s consent with respect to any
Special Servicer Decision relating to a defeasance. Notwithstanding the foregoing, the Master Servicer shall not permit (or, with
regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to
the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations
Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting of government securities
within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage
Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion thereof)
when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide
cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan, or
Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable,
Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the
Trustee, on


 



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behalf of the Trust Fund, will have a first priority perfected security interest in such substituted Mortgaged Property;
provided, however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to
the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall
establish a single purpose entity to act as a successor Mortgagor, if so required by the Rating Agencies, (v) to the extent permissible
under the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable
efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining
any successor Mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan
documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating
Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.30); provided, further, however, that no such confirmation
from any Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance certificate substantially
in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such
Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Principal Balance less than $20,000,000, (ii) a Mortgage Loan that
represents less than 5% of the aggregate Cut-off Date Principal Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is
not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring
the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence would
be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller
as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement. In addition, notwithstanding the foregoing,
with respect to certain Mortgage Loans originated or acquired by RAIT that are subject to defeasance, RAIT, pursuant to its Mortgage
Loan Purchase Agreement, has transferred to a third party or has retained the right to establish or designate the successor borrower.
If the Master Servicer receives notice of a defeasance request with respect to an affected Mortgage Loan, the Master Servicer shall
provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to RAIT at the address
and in the manner specified in Section 12.05 hereof, until such time as RAIT provides written notice to the contrary. If
the successor borrower is not designated or formed by RAIT or any successor thereto, the successor borrower shall be reasonably
acceptable to the Master Servicer in accordance with the Servicing Standard.


 


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


 



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Standard and the Master Servicer (subject to the Special Servicer’s processing
and/or consent rights pursuant to Section 3.20(a) with respect to any such action that constitutes a Major Decision or a
Special Servicer Decision) reasonably determines that allowing their use would not cause a default or event of default to become
reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted
under the Mortgage Loan documents and, if applicable, Companion Loan documents or otherwise as a Trust Fund expense) to the effect
that such use would not be and would not constitute a “significant modification” of such Mortgage Loan or Companion
Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect
to either Trust REMIC; and provided, further, that the requirements set forth in Section 3.20(i) (including
receipt of any Rating Agency Confirmation) are satisfied; and provided, further, that such securities are backed
by the full faith and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation from
each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30).


 


(k)        If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be
Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged
Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or
Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained
in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer
in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply
with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in a separate account,
the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged Property
into the Certificate Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan in advance of
its Due Date in accordance with clause (a)(i) of the definition of “Available Distribution Amount”, and not
as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall
the Master Servicer permit such amounts to be maintained in the Certificate Account for a period in excess of 365 days (or 366
days in the case of a leap year).


 


(l)        With
respect to certain Mortgage Loans originated or acquired by MC-Five Mile that are subject to defeasance, MC-Five Mile has retained
on behalf of itself or its Affiliate, the right to establish or designate the successor Mortgagor and to purchase or cause to be
purchased the related defeasance collateral (“MC-Five Mile Defeasance Rights and Obligations”). In the event
the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that provides for MC-Five Mile Defeasance
Rights and Obligations in the related Mortgage Loan documents, the Master Servicer shall provide, within five (5) Business Days
of receipt of such notice, written notice of such defeasance request to MC-Five


 



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Mile in the case of the Mortgage Loans for which
MC-Five Mile is the related Mortgage Loan Seller. If the successor borrower is not designated or formed by MC-Five Mile or any
successor thereto, the successor borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing
Standard.


 


(m)        Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30) (the
cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid
out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans by Stated Principal Balance or (ii) has an unpaid principal balance that
is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(n)        Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any defeasance transaction contemplated by clause (v) in the definition of “Special Servicer Decision”, if applicable,
the Special Servicer shall not process, consent to or approve, as applicable, any such modification, waiver, consent or amendment
without first having received a copy of an Opinion of Counsel addressed to the Special Servicer and the Master Servicer that such
modification, waiver, consent or amendment will not cause an Adverse REMIC Event.


 


Section
3.21       Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a) Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Companion Loan, the Master Servicer or the Special Servicer, as applicable, shall promptly give
notice to the Master Servicer or the Special Servicer, as applicable, the Senior Trust Advisor and ((i) prior to the
occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing
Certificateholder thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to the Special
Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications, to the Senior
Trust Advisor. The Master Servicer shall use its reasonable efforts to provide the Special Servicer with all information,
documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to
such Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession
or otherwise available to the Master Servicer without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto. The Master Servicer shall use its reasonable
efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each related Servicing
Transfer Event (or, in the case of clauses (viii), (ix) or (x) of the definition of Servicing
Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer of


 



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such Servicing Transfer Event when the Special Servicer
makes the determination) and in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan and,
if applicable, the related Serviced Companion Loan(s) until the Special Servicer has commenced the servicing of such Mortgage Loan
and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator,
the Senior Trust Advisor and ((i) prior to the occurrence of a Consultation Termination Event or (ii) other than with respect to
any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event provided by the Master
Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.21. Prior
to the occurrence of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder
a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.21.


 


Upon determining that
a Specially Serviced Mortgage Loan (other than an REO Loan) has become current and has remained current for three consecutive Monthly
Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special
Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable,
the related Companion Loan(s)), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer
shall immediately give notice thereof to the Master Servicer, the Senior Trust Advisor, the related Serviced Companion Noteholder
(unless with respect to an AB Subordinate Companion Loan
related to a Serviced AB Whole Loan, an AB Control Appraisal Period has occurred) and ((i) prior to the occurrence of a
Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and shall
return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered to
the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer,
the Special Servicer’s obligation to service such Corrected Mortgage Loan shall terminate and the obligations of the Master
Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)        In
servicing any Specially Serviced Mortgage Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer
with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related
Mortgagor.


 


(c)        Notwithstanding
the provisions of Section 3.12(d), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Mortgage Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage
Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable the
Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require
the Master Servicer to produce any additional reports.


 


(d)        No
later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and,
if applicable, the related


 



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Companion Loan, the Special Servicer shall deliver in electronic format a report (the “Asset
Status Report”) with respect to such Mortgage Loan and related Companion Loan, and the related Mortgaged Property to
the Master Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder ((i) prior to the occurrence of
a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence of a Consultation Termination
Event and only to the extent the related AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period and (ii)
other than with respect to any Excluded Loan), the Senior Trust Advisor (after the occurrence and during the continuance of a Control
Event and, in the case of a Serviced AB Whole Loan, so long as an AB Control Appraisal Period has occurred and is continuing),
the holder of an AB Subordinate Companion Loan (in the case of a Serviced AB Whole Loan, and only to the extent the related AB
Subordinate Companion Loan is not subject to an AB Control Appraisal Period) and the 17g-5 Information Provider (which shall promptly
post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.15(c)) and, with respect
to any related Serviced Companion Loan, to the extent such related Serviced Companion Loan has been included in an Other Securitization,
to the master servicer of such Other Securitization into which the related Serviced Companion Loan has been sold or to the related
Companion Holder. Such Asset Status Report shall set forth the following information to the extent reasonably determinable based
on the information that was delivered to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing
Transfer Event:


 


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


 


(ii)       a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been retained;


 


(iii)      the
most current rent roll and income or operating statement available for the related Mortgaged Property;


 


(iv)      the
Special Servicer’s recommendations on how such Specially Serviced Mortgage Loan might be returned to performing status and
returned to the Master Servicer for regular servicing or otherwise realized upon;


 


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


 


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


 


    If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing,
the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the
applicable Mortgage Loan documents.


 



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If, with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence
and continuance of any Control Event, the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business
Days of receipt, the Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable,
but in no event later than thirty (30) days after such disapproval, to the Directing Certificateholder, the Master Servicer, the
Trustee, the Certificate Administrator, the related Companion Holder (if applicable, only to the extent such Companion Holder is
not subject to an AB Control Appraisal Period) and the 17g-5 Information Provider (which shall promptly post such revised Asset
Status Report on the 17g-5 Information Provider’s Website in accordance with Section 3.15(c)). With respect to any
Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Event, the Special Servicer shall
revise such Asset Status Report as described above in this Section 3.21(d) until the Directing Certificateholder shall fail
to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status
Report or until the Special Servicer makes one of the determinations described below. The Special Servicer may, from time to time,
modify any Asset Status Report it has previously delivered and implement such report; provided that such report shall have
been prepared, reviewed and not rejected pursuant to the terms of this Section 3.21(d). Notwithstanding the foregoing, the
Special Servicer (A) may, following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take
any action set forth in such Asset Status Report (subject to the rights of a related Companion Holder to advise the Special Servicer
with respect to, or, if applicable, consent to, such action, in each case, pursuant to the terms of the related Intercreditor Agreement)
before the expiration of a ten (10) Business Day period if the Special Servicer has reasonably determined that failure to take
such action would materially and adversely affect the interests of the Certificateholders or, if a Serviced Whole Loan is involved,
the related Companion Holder, and it has made a reasonable effort ((i) prior to the occurrence and continuance of a Control Event
and (ii) other than with respect to any Excluded Loan) to contact the Directing Certificateholder and (B) in any case, shall determine
whether such affirmative disapproval is not in the best interest of all the Certificateholders pursuant to the Servicing Standard
and upon such determination shall implement the action recommended in the Asset Status Report notwithstanding any affirmative disapproval
of the Asset Status Report; provided, however, that such Asset Status Report does not, and is not intended to be,
a substitute for the approvals that are specifically required pursuant to Section 6.07. Notwithstanding anything herein
to the contrary, with respect to any Excluded Loan (regardless of whether a Control Event has occurred and is continuing), the
Special Servicer shall consult with the Senior Trust Advisor, on a non-binding basis, in connection with an Asset Status Report
for an Excluded Loan which includes a Major Decision and consider alternative actions recommended by the Senior Trust Advisor,
in respect thereof, in accordance with the procedures set forth in Section 6.07 for consulting with the Senior Trust Advisor.


 


No direction or disapproval
of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of the Directing Certificateholder
to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require or
cause the Special Servicer to violate the terms of a Specially Serviced Mortgage Loan, applicable law or any provision of this
Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the
REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, or


 



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(c) expose the Master Servicer,
the Special Servicer, the Depositor, the Senior Trust Advisor, the Mortgage Loan Sellers, the Trust Fund, the Trustee, the Certificate
Administrator or their respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially
expand the scope of the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities under this Agreement.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion Loan, the
Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Mortgage
Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval
rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be
as set forth in the related Intercreditor Agreement.


 


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


 






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


 


(e)        (i)
Upon receiving notice of the occurrence of the events described in clause (iv) or clause (x) of the definition of
Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master Servicer
shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with
all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable
it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence
within five (5) Business Days of the occurrence of each such event.


 


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


 


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


 



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determines that any affirmative disapproval
of such draft summary by the Directing Certificateholder is not in the best interest of all the Certificateholders pursuant to
the Servicing Standard, the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status
Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.15(b)
notwithstanding such disapproval. The Special Servicer shall promptly deliver (but in any event no later than two (2) Business
Days following its completion) a copy of each Final Asset Status Report to the Senior Trust Advisor. The Special Servicer shall
prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan for which the related holder of an AB
Subordinate Companion Loan is not subject to an AB Control Appraisal Period, which such Final Asset Status Report has been approved
or deemed approved by the holder of the related AB Subordinate Companion Loan, in accordance with the related Intercreditor Agreement
(to the extent such Intercreditor Agreement requires such approval or deemed approval), and deliver in electronic format notice
of such Final Asset Status Report and the summary of such Final Asset Status Report to the Certificate Administrator for posting
on the Certificate Administrator’s Website pursuant to Section 3.15(b).


 


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


 


Section
3.22       Sub-Servicing Agreements. 


 


(a)        The Master Servicer and Special Servicer may enter into Sub-Servicing Agreements to
provide for the performance by third parties of any or all of its respective obligations hereunder; provided that the
Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires
the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer
or Special Servicer, as applicable, shall for any reason no longer act in such capacity hereunder (including, without
limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume all of the rights
and, except to the extent they arose prior to the date of assumption, obligations of such party under such agreement, or,
alternatively, may act in accordance with Section 7.02 hereof under the circumstances described therein (subject to Section
3.22(g) hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion
Holder (if applicable) and the Trustee (as holder of the Uncertificated Lower-Tier Interests) shall be a third party
beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the
obligations of such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust Fund,
the Trustee, the Senior Trust Advisor, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable,
any successor master servicer or special servicer or any Certificateholder (or the related Companion Holder, if applicable)
shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of
a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage
Loan at its option and without penalty; provided, however, that the Initial Sub-Servicing Agreements may only
be terminated by the Trustee or its designees as contemplated by Section 3.22(g) hereof and in such additional
manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any
direct rights of indemnification that may be satisfied out of assets of the Trust Fund; (vi) does not


 



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permit the Sub-Servicer
to modify any Mortgage Loan unless and to the extent the Master Servicer or Special Servicer, as applicable, is permitted
hereunder to modify such Mortgage Loan; (vii) with respect to any Sub-Servicing Agreement entered into after the Closing
Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the
related Sub-Servicing Agreement is entered into, is not a Prohibited Party and (viii) provides that the Sub-Servicer shall be
in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the
expiration of any applicable grace period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act
reporting items required to be delivered to the Master Servicer under Article XI or under the Sub-Servicing Agreement
or to the master servicer under any other pooling and servicing agreement that the Depositor is a party to, or (B) to perform
in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating,
obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations
under Article XI or under the Exchange Act reporting items required under any other pooling and servicing agreement
that the Depositor is a party to. Any successor master servicer or special servicer, as applicable, hereunder shall, upon
becoming successor master servicer or special servicer, as applicable, be assigned and shall assume any Sub-Servicing
Agreements from the predecessor Master Servicer or Special Servicer, as applicable (subject to Section 3.22(g)
hereof). In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide that the
obligations of the Sub-Servicer thereunder shall terminate with respect to any Mortgage Loan serviced thereunder at the
time such Mortgage Loan becomes a Specially Serviced Mortgage Loan; provided, however, that the Sub-Servicing
Agreement may provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so
provide) that the Sub-Servicer will continue to make all Advances and calculations and prepare all reports required under the
Sub-Servicing Agreement with respect to Specially Serviced Mortgage Loans and continue to collect its Primary Servicing Fees
as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO
Acquisition had occurred and to render such incidental services with respect to such Specially Serviced Mortgage Loans and
REO Properties as are specifically provided for in such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as
applicable, shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and modifications
thereof, entered into by it, in each case promptly upon its execution and delivery of such documents. References in this
Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer on
behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing
Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations of the
Master Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer out of its own funds
and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the
same funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding, such Advances shall
accrue interest in accordance with Section 3.03(d), such interest to be allocable between the Master Servicer and such
Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes of this
Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives such
payment. The Master Servicer or Special Servicer, as applicable, shall notify the Master Servicer or the Special


 



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Servicer, as
applicable, the Trustee and the Depositor (and the Special Servicer shall notify the Senior Trust Advisor) in
writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such notice
as to the Initial Sub-Servicing Agreements.


 


(b)        Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the
related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)        As
part of its servicing activities hereunder, the Master Servicer for the benefit of the Trustee and the Certificateholders, shall
(at no expense to the Trustee, the Certificateholders or the Trust Fund) monitor the performance and enforce the obligations of
each Sub-Servicer under the related Sub-Servicing Agreement, except that the Master Servicer shall be required only to use reasonable
efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI hereof. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance with their respective
terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as
is in accordance with the Servicing Standard. The Master Servicer shall have the right to remove a Sub-Servicer retained by it
in accordance with the terms of the related Sub-Servicing Agreement.


 


(d)        In
the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master Servicer
under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and records
relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced thereunder
and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect the
orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)        Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.22, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders
for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall
the Trust Fund bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


 


(f)        The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to enable
such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 






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(g)        Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer, the
Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the
Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without
further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which would
increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement,
without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)        With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)        Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for
the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than
an Excluded Loan, prior to the occurrence and continuance of any Control Event, the consent of the Directing Certificateholder,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Notwithstanding anything
to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing decisions,
such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents
without the consent of the Master Servicer or Special Servicer, as applicable.


 


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


 


(a)        The Master Servicer hereby
represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced
Companion Noteholder, the Depositor, the Certificate Administrator, the Special Servicer and the Senior Trust Advisor, as of the
Closing Date, that:


 


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


 



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the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


  


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


 


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


 


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


 


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


 


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


 


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


 






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(viii)     No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the lack
of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material adverse
effect on the performance by the Master Servicer under this Agreement.


 


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


 


Section
3.24       Representations, Warranties and Covenants of the Special Servicer. (a) The Special Servicer hereby represents,
warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion
Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the Senior Trust Advisor, as of the Closing
Date, that:


 


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


 


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


 


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


 


(iv)      This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and


 



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(B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


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


 


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


 


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


 


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


 


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


 


Section 3.25        Interest
Reserve Account.


 


(a)        On the P&I Advance
Date occurring in each February and in any January that occurs in a year that is not a leap year (in each case, unless the related
Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360 Mortgage Loans,
shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated Principal Balance
of the Interest Reserve Loans as of the Due Date occurring in the month preceding the month in which such P&I Advance Date
occurs at the related Net Mortgage Rate, to the extent a full Monthly Payment or P&I Advance is made in respect thereof (all
amounts so deposited in any consecutive February and January, the “Withheld Amounts”).


 


(b)        On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw,


 



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from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section 3.26       [Reserved.]



 


Section 3.27       Directing
Certificateholder and Senior Trust Advisor Contact with Master Servicer and Special Servicer. Within a reasonable time
upon request from the Directing Certificateholder or the Senior Trust Advisor, as applicable, and no more often than on a monthly
basis, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via
telephone available to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event and
(ii) other than with respect to any Excluded Loan) the Directing Certificateholder and (b) upon the occurrence and during the
continuance of any Control Event, the Senior Trust Advisor (with respect to the Special Servicer only), regarding the performance
and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the case may
be, is responsible.


 


Section
3.28       Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing
Certificateholder. (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase
of a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the
Certificate Administrator, the Special Servicer and the Senior Trust Advisor of the transfer of any Certificate of a
Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit NN attached hereto,
the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is
hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee and the Senior Trust Advisor when such Certificateholder is appointed Directing
Certificateholder and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and
it (or its Affiliate) is also the Special Servicer, it shall be the Directing Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder shall deliver a certification substantially in the form of Exhibit P-1G to this
Agreement to the Depositor. Upon the resignation or removal of the existing Directing Certificateholder, any successor Directing
Certificateholder shall also deliver a certification substantially in the form of Exhibit P-1G to this Agreement to each
of the addressees therein prior to being recognized as the new Directing Certificateholder.


 


(b)        Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Senior Trust Advisor and each other Certificateholder (or Certificate Owner, if applicable)
shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder
or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator,
the Senior Trust Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder
or the selection of a new Directing Certificateholder. Upon the


 



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resignation of a Directing Certificateholder, the Certificate Administrator
shall request the Controlling Class Certificateholders to select a new Directing Certificateholder. In the event that the Master
Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Senior Trust Advisor receives a written notice
from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated, then the
Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative
thereof) shall, subject to the terms of this Section 3.28(b), become the Directing Certificateholder pursuant to clause
(iii) of the first proviso of the definition of “Directing Certificateholder”. For the purposes of the preceding
sentence, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class
(or a representative thereof) shall be (1) the Holder of the largest percentage in excess of 25% that sends notice of the election
of a Directing Certificateholder and appoints a Directing Certificateholder or (2) if no such Holder sends notice pursuant to clause
(1) within fifteen (15) calendar days then the Certificate Administrator shall provide notice thereof to LNR Securities Holdings,
LLC, the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Senior Trust Advisor and each Controlling Class
Certificateholder substantially in the form provided as Exhibit OO hereto which notice shall, among other things, request
a certification from an authorized representative that LNR Securities Holdings, LLC or its Affiliate owns at least 25% of the Certificate
Balance of the Controlling Class and for so long as LNR Securities Holdings, LLC or its Affiliate owns at least 25% of such Class
of Certificates as confirmed to the Certificate Administrator in such certification within ten (10) calendar days of such request
then such entity shall become the Directing Certificateholder (provided, however, that within sixty (60) days following
LNR Securities Holdings, LLC or its Affiliate becomes the Directing Certificateholder pursuant to this clause (2), if another
Person holding a larger aggregate Certificate Balance of the Controlling Class sends notice of the election of a Directing Certificateholder
to the Certificate Administrator, such Person shall be entitled to replace LNR Securities Holdings, LLC or its Affiliate as the
Directing Certificateholder and appoint a new Directing Certificateholder). The Controlling Class Certificateholder that owns the
largest aggregate Certificate Balance of the Controlling Class (or a representative thereof or such other appointed entity), as
determined pursuant to this Section 3.28(b), shall provide its name and address to the Certificate Administrator and notify
the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Senior Trust Advisor that it is the
new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special Servicer,
the Trustee and the Senior Trust Advisor shall be entitled to rely on the written notification provided by the purported Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class in excess of 25% or the certification
from the authorized representative of LNR Securities Holdings, LLC without independently verifying that such Controlling Class
Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class in excess of 25% or verifying
that LNR Securities Holdings, LLC or its Affiliate actually owns at least 25% of the Certificate Balance of the Controlling Class
unless, in the case of clause (1) above, the parties hereto receive notice to the contrary within thirty (30) days from
the date the Initial Notice (as defined below) is delivered to the applicable party by the Certificate Administrator, it being
acknowledged that prior to the expiration of such 30-day period, the Master Servicer, the Certificate Administrator, the Special
Servicer, the Trustee and the Senior Trust Advisor shall proceed as if there is no Directing Certificateholder. In the case of
clause (1) above, upon receipt of such written assertion, the


 



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Certificate Administrator shall deliver a notice (the “Initial
Notice”) to all the Certificateholders via DTC of such assertion (and a copy of such Initial Notice shall be simultaneously
sent to each of the Master Servicer, the Special Servicer, the Trustee and the Senior Trust Advisor) and so long as another party
holding an equal or larger aggregate Certificate Balance of the Controlling Class does not provide a written assertion within thirty
(30) days from the date of delivery of the Initial Notice, the party making the original assertion shall become the Directing Certificateholder
until replaced by another party pursuant to the terms of this Agreement.


 


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


 


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


 


(e)        Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Senior Trust Advisor,
the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of
each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition
to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder or the
existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Senior Trust
Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, LNR Securities Holdings, LLC shall be the
initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement
or until a Consultation Termination Event occurs.


 


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Certificate Administrator and
the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


 


(f)        If
to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling
Class.


 


(g)        Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing
Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the


 



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Directing Certificateholder
does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing
Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders
of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other
than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against
the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


(h)        All
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder in accordance with the terms of this Agreement and any related Intercreditor Agreement with respect to information
relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable.


 


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


 


(j)        With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement
and this Agreement.


 


(k)        The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and
provide such information to the requesting party.


 


(l)        [Reserved.]


 


(m)        Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made
available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide to the
Master Servicer, the Special Servicer and the Senior Trust Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Senior Trust Advisor, the Master Servicer and the Special Servicer within ten (10)
Business Days of the existence or cessation of (i) any Control Event or (ii) any Consultation Termination Event. Upon the Certificate
Administrator’s determination that a Control Event or a Consultation Termination Event has occurred or is terminated, the
Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s
Website pursuant to this provision.


 






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In the event that a Control
Event has occurred due to a reduction of the Certificate Balance of the Class E Certificates (taking into account the application
of any Appraisal Reductions to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a)
hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control Event has
occurred due to the reduction of the Certificate Balance of the Class E Certificates to less than 25% of the Original Certificate
Balance thereof.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Appraisal Reductions, such special notice shall state: “A
Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s aggregate
Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to
the application of any Appraisal Reductions.”


 


Section
3.29        Intercreditor Agreements. (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each
Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms
and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each
Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including,
without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related
Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related
Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this
Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole
Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of or prior
consultation with, as applicable, the related Companion Holder or mezzanine lender, as applicable, to the extent that the
related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or
permitted to consent to or consult on such action. Each of the Master Servicer and Special Servicer acknowledges and
agrees that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related
Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent
provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that prior to the
occurrence of an AB Control Appraisal Period any AB Whole Loan Controlling Holder will have the right to replace the Special
Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the related
Intercreditor Agreement.


 


(b)        Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would


 



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constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be
required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine
lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice
each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the Master
Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent of a new Directing Certificateholder
or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the Master Servicer or
the Special Servicer, as applicable, as required under Section 3.28(e) or the Master Servicer or Special Servicer, as applicable,
have actual knowledge of the identity and contact information of a new Directing Certificateholder or a new Controlling Class Certificateholder.


 


(c)        No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or Special
Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard and
to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially
expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s
responsibilities under this Agreement.


 


(d)        With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Senior Trust Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or
Special Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)        Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is required to provide to the Directing Certificateholder pursuant to this Agreement with respect to


 



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any Major
Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan,
to the related Companion Holder, within the same time frame it is required to provide to the Directing Certificateholder (for this
purpose, without regard to whether such items are actually required to be provided to the Directing Certificateholder under this
Agreement due to the occurrence of a Control Event or a Consultation Termination Event) and (ii) to consult with any related Companion
Holder on a strictly non-binding basis, to the extent having received such notices, information and reports, such related Companion
Holder requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined
in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion
Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion
Holder by the Special Servicer of written notice of a proposed action, together with copies of the notice, information and report
required to be provided to the Directing Certificateholder, the Special Servicer shall no longer be obligated to consult with such
related Companion Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day period (unless,
the Special Servicer proposes a new course of action that is materially different from the action previously proposed, in which
case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information
relating thereto). Notwithstanding the consultation rights of the related Companion Holder set forth in the immediately preceding
sentence, the Special Servicer may make any Major Decision or take any action set forth in the Asset Status Report before the expiration
of the aforementioned ten (10) Business Day period if the Special Servicer determines that immediate action with respect thereto
is necessary to protect the interests of the Certificateholders and the related Companion Holder. In no event shall the Special
Servicer be obligated at any time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)        In
addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master Servicer
or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of the Master
Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or
Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)        With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than two (2) Business
Days after receipt by the Master Servicer of the related Monthly Payment without the consent of the Master Servicer.


 


(h)        With
respect to each Serviced Pari Passu Mortgage Loan, this Agreement is subject to the related Intercreditor Agreement and incorporates
by reference all provisions required to be included herein pursuant to such Intercreditor Agreement; provided that the exercise
of any rights under an Intercreditor Agreement to replace the Special Servicer with respect to a Serviced Pari Passu Mortgage Loan
shall be subject to the requirements in this Agreement (including without limitation Section 6.04 and Section 7.01(d)
hereof).


 






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Section 3.30     Rating Agency Confirmation. (a)
Notwithstanding the terms of any related Mortgage Loan documents or other provisions of this Agreement, if any action under
any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if
the party (the “Requesting Party”) required to obtain such Rating Agency Confirmation from each Rating
Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the
Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency has not
replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request
nor waiving the requirement for Rating Agency Confirmation, then such Requesting Party shall be required to confirm (through
direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website) that the
applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related
Rating Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this Agreement as
a “RAC No-Response Scenario”. Once the Requesting Party has sent a request for a Rating Agency
Confirmation to the 17g-5 Information Provider, such Requesting Party, may, but shall not be obligated to send such request
directly to the Rating Agencies in accordance with the procedures set forth in Section 12.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or
if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed
not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer,
as the case may be, may then take such action if the Master Servicer or the Special Servicer, as applicable, confirms its original
determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation
would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or Special
Servicer, such condition shall be deemed not to apply (as if such requirement did not exist) if (i) Moody’s has not cited
servicing concerns of the applicable replacement as the sole or a material factor in such rating action or any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal)
of securities in a transaction serviced by the applicable replacement master servicer or special servicer prior to the time of
determination, if Moody’s is the non-responding Rating Agency, (ii) KBRA or DBRS, as applicable, has not cited servicing
concerns of the applicable replacement master servicer or special servicer, as applicable, as the sole or material factor in any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable
replacement master servicer or special servicer prior to the time of determination, if KBRA or DBRS, as applicable, is the non-responding
Rating Agency or (iii) the applicable replacement master servicer or special servicer is rated at least “CMS3” (in
the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating
Agency.


 



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Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.15(c).


 


Promptly following the
Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.30(a) following
any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master
Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action
taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.15(c).


 


(b)        Notwithstanding
anything to the contrary in this Section 3.30, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or Special
Servicer would have been permitted to waive obtaining such Rating Agency Confirmation pursuant to Section 3.30(a) shall
be deemed not to apply (as if such requirement did not exist).


 


(c)        For
all other matters or actions not specifically discussed in Section 3.30(a) above, the applicable Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


Section
3.31     The Senior Trust Advisor. (a) The Senior Trust Advisor shall promptly review (i) all
information made available to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any
Specially Serviced Mortgage Loan, and (B) that is contained in the CREFC® Servicer Watch List prepared by the
Master Servicer and (ii) each Final Asset Status Report delivered to the Senior Trust Advisor by the Special Servicer.


 


(b)        The
Senior Trust Advisor and its Affiliates will be obligated to keep confidential any Privileged Information received from the Special
Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise of its rights under
this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status Report), subject
to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. Subject to the
terms and conditions in this Agreement related to Privileged Information, the Senior Trust Advisor agrees that it shall use information
received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties and
obligations hereunder.


 


(c)        (i)
After the occurrence and during the continuance of a Control Event, based on the Senior Trust Advisor’s review of any assessment
of compliance report, attestation


 



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report, Asset Status Report and other information delivered to the Senior Trust Advisor by the
Special Servicer, including each Asset Status Report delivered during the prior calendar year (other than any communications between
the Directing Certificateholder and the Special Servicer that would be Privileged Information), the Senior Trust Advisor shall
(if any Mortgage Loans were Specially Serviced Mortgage Loans during the prior calendar year) deliver to the Certificate Administrator
and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control
Event was continuing as of December 31, an annual report (the “Senior Trust Advisor Annual Report”), substantially
in the form of Exhibit V (which form may be modified or altered as to either its organization or content by the Senior Trust
Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions
herein relating to Privileged Information; provided, however, that in no event shall the information or any other
content included in the Senior Trust Advisor Annual Report contravene any provision of this Agreement), setting forth the Senior
Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior
calendar year on a “platform-level basis” with respect to the resolution and liquidation of Specially Serviced Mortgage
Loans that the Special Servicer is responsible for servicing under this Agreement; provided, however, that in the
event the Special Servicer is replaced, the Senior Trust Advisor Annual Report shall only relate to the special servicer that was
acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of
such Senior Trust Advisor Annual Report; provided, further, however, that the Senior Trust Advisor shall prepare
a separate Senior Trust Advisor Annual Report relating to each Excluded Special Servicer and any Excluded Special Servicer Loan(s)
serviced by such Excluded Special Servicer. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Senior
Trust Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of
such Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under the related
Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.31(d) hereof,
each such Senior Trust Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii)
from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced
Mortgage Loans or REO Properties that the Special Servicer is responsible for servicing under this Agreement (other than with respect
to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality requirements described
in this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Senior Trust Advisor Annual Report
shall be delivered to the Certificate Administrator (which shall promptly post such Senior Trust Advisor Annual Report on the Certificate
Administrator’s Website in accordance with Section 3.15(b)) and the 17g-5 Information Provider (which shall promptly
post such Senior Trust Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.15(c));
provided, however, that the Special Servicer shall be given an opportunity to review the Senior Trust Advisor Annual
Report at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider,
it being understood that the Special Servicer shall only be entitled to review the Senior Trust Advisor Annual Report(s) for Specially
Serviced Mortgage Loans that such Special Servicer is responsible for servicing, even if such Senior Trust Advisor Annual Report
contains Excluded Special Servicer Information. The Senior Trust Advisor shall have no obligation to adopt any comments to the
Senior Trust Advisor Annual


 



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Report that are provided by the Special Servicer. Only as used in this Section 3.31 in connection
with the Senior Trust Advisor Annual Report, the term “platform-level basis” refers to the Special Servicer’s
performance of its duties as they relate to the resolution and liquidation of Specially Serviced Mortgage Loans, taking into account
the Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in
accordance with the Servicing Standard, with reasonable consideration by the Senior Trust Advisor of any assessment of compliance
report, attestation report, Asset Status Report and other information delivered to the Senior Trust Advisor by the Special Servicer
(other than any communications between the Directing Certificateholder and the Special Servicer that would be Privileged Information)
pursuant to this Agreement.


 


(ii)       In
the event the Senior Trust Advisor’s ability to perform its obligations in respect of the Senior Trust Advisor Annual Report
is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Senior
Trust Advisor or because such information is inaccurate or incomplete, the Senior Trust Advisor shall set forth such limitations
or prohibitions in the related Senior Trust Advisor Annual Report. The Senior Trust Advisor shall be entitled to rely on the accuracy
and completeness of any information it is provided without liability for any such reliance hereunder. In the event a lack of access
to Privileged Information limits or prohibits the Senior Trust Advisor from performing its duties under this Agreement, the Senior
Trust Advisor shall set forth any such limitations or prohibitions in the related Senior Trust Advisor Annual Report, and the
Senior Trust Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.


 


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


 


(e)        (i)
After the occurrence and during the continuance of a Control Event, and with respect to any Serviced AB Whole Loan, after the occurrence
and during the continuance of both a Control Event and an AB Control Appraisal Period, after the calculation but prior to the utilization
by the Special Servicer of any of the calculations related to (i) Appraisal Reductions or (ii) net present value in accordance
with Section 1.02(iv), the Special Servicer shall forward such calculations, together with any supporting material or additional
information necessary in support thereof (including such additional information reasonably requested by the Senior Trust Advisor
to confirm the mathematical accuracy of such calculations, but not including any Privileged Communications), to the Senior Trust
Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Senior Trust
Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional
materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the


 



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non-discretionary
portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)       In
connection with this Section 3.31(e), in the event the Senior Trust Advisor does not agree with the mathematical calculations
of the Appraisal Reduction (as calculated by the Special Servicer) or net present value or the application of the applicable non-discretionary
portions of the formula required to be utilized for such calculation, the Senior Trust Advisor and Special Servicer shall consult
with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days
of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably
requested by the Special Servicer necessary for the calculation of the Appraisal Reduction that is in the Master Servicer’s
possession or reasonably obtainable by the Master Servicer. In the event the Senior Trust Advisor and Special Servicer are not
able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Senior Trust Advisor
shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall determine which
calculation is to apply.


 


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


 


(f)        The
Senior Trust Advisor and its Affiliates shall keep all Privileged Information confidential and shall not disclose such information
to any other Person (including any Certificateholders which are not then included in the Control Eligible Certificates), other
than any party hereto, to the extent expressly set forth herein, and the Senior Trust Advisor shall not, without the prior written
consent of the Special Servicer, disclose any Privileged Information to any other Person, except to the extent that (i) such Privileged
Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly
by such parties, (ii) it is reasonable and necessary for such parties to do so in working with legal counsel, auditors, taxing
authorities or other governmental agencies, (iii) such Privileged Information was already known to such party and otherwise not
subject to a confidentiality obligation or (iv) such disclosure is required pursuant to any law, rule, regulation, order, judgment
or decree requiring the disclosure of such Privileged Information, as evidenced by an Opinion of Counsel (which shall be an expense
of the Trust) delivered to the Master Servicer, the Senior Trust Advisor, the Certificate Administrator, the Special Servicer,
the Directing Certificateholder and the Trustee. Notwithstanding the foregoing, the Senior Trust Advisor shall be permitted to
share Privileged Information with its affiliates and any subcontractors of the Senior Trust Advisor that agree in writing to be
bound by the same confidentiality provisions applicable to the Senior Trust Advisor.


 


(g)        Subject
to the requirements of confidentiality imposed on the Senior Trust Advisor herein (including without limitation in respect of Privileged
Information), the Senior


 



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Trust Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.08(a).


 


(h)        As
compensation for its activities hereunder, the Senior Trust Advisor shall be entitled to receive the Senior Trust Advisor Fee on
each Distribution Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage
Loans but not any Companion Loan) and each REO Loan (other than the portion of an REO Loan related to any Serviced Companion Loan).
As to each Mortgage Loan and each REO Loan, the Senior Trust Advisor Fee shall accrue from time to time at the Senior Trust Advisor
Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may
be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in connection
with any partial month interest payment, for the same period respecting which any related interest payment due on the related Mortgage
Loan or deemed to be due on such REO Loan is computed.


 


The Senior Trust Advisor
shall be entitled to reimbursement of any Senior Trust Advisor Expenses provided for pursuant to Section 6.03(a) and/or
6.03(b) hereof, such amounts to be reimbursed from amounts on deposit in the Certificate Account as provided by Section
3.05(a). Each successor senior trust advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Senior
Trust Advisor Consulting Fee shall be payable to the Senior Trust Advisor with respect to each Major Decision for which the Senior
Trust Advisor has consultation obligations hereunder. The Senior Trust Advisor Consulting Fee shall be payable from funds on deposit
in the Certificate Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent such Senior Trust
Advisor Consulting Fee is actually received from the related Mortgagor. When the Senior Trust Advisor has consultation obligations
with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially
reasonable efforts consistent with the Servicing Standard to collect the applicable Senior Trust Advisor Consulting Fee from the
related Mortgagor in connection with such Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents.
The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Senior Trust Advisor Consulting Fee
payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard,
but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of
such Senior Trust Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special
Servicer, as applicable, shall consult, on a non-binding basis, with the Senior Trust Advisor prior to any such waiver or reduction.
Notwithstanding the foregoing, the Senior Trust Advisor will have no obligations or consultation rights with respect to: (i) any
Non-Serviced Whole Loan or any related REO Property or (ii) with respect to any Serviced AB Mortgage Loan, prior to the occurrence
and continuance of (1) an AB Control Appraisal Period and (2) a Control Event; provided further, that the Senior
Trust Advisor shall not be entitled to a Senior Trust Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


 



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In the event that the
Senior Trust Advisor exercises its right to resign in the case where the only Mortgage Loan remaining in the Trust is the U-Haul
Portfolio Mortgage Loan pursuant to Section 3.31(r) hereto, no Senior Trust Advisor Fee shall thereafter be payable.


 


(i)        After
the occurrence of a Consultation Termination Event, the Senior Trust Advisor may be removed upon (i) the written direction of Holders
of Certificates evidencing not less than 25% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates
and the Class EC Certificates (taking into account the application of Appraisal Reductions to notionally reduce the Certificate
Balances of Classes to which such Appraisal Reductions are allocable) requesting a vote to replace the Senior Trust Advisor with
a replacement Senior Trust Advisor selected by such Certificateholders (provided that the proposed replacement Senior Trust
Advisor meets the criteria set forth in Section 3.31(k)), (ii) payment by such requesting Holders to the Certificate Administrator
of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote
and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which
confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will not constitute an additional
Trust Fund expense). The Certificate Administrator shall promptly provide written notice to all Certificateholders of such request
by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.15(b), and concurrently
by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction of Holders
of at least 75% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates and the Class EC Certificates
(taking into account the application of Appraisal Reductions to notionally reduce the Certificate Balances of Classes to which
such Appraisal Reductions are allocable), the Trustee shall immediately replace the Senior Trust Advisor with the replacement Senior
Trust Advisor.


 


(j)        In
the event that the Senior Trust Advisor fails to duly observe or perform in any material respect any of its duties, covenants or
obligations under this Agreement, then the Trustee may, and upon the written direction of Certificateholders representing at least
51% of the Voting Rights (taking into account the application of any Appraisal Reductions to notionally reduce the Certificate
Balance of the Classes of Certificates), the Trustee shall terminate the Senior Trust Advisor for cause. In the event (i) (A) a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Senior Trust Advisor and
such decree or order shall have remained in force, undischarged, undismissed or unstayed for a period of sixty (60) days, (B) the
Senior Trust Advisor shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the
Senior Trust Advisor or of or relating to all or substantially all of its property, or (C) the Senior Trust Advisor shall admit
in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy,
insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations
or take any corporate action in furtherance of the foregoing, or (ii) the Senior Trust


 



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Advisor acknowledges in writing that such
party’s duties hereunder are no longer permissible under applicable law and provides an Opinion of Counsel to such effect
to the Trustee, then the Trustee shall terminate the Senior Trust Advisor for cause. Upon the termination of the Senior Trust Advisor,
a replacement Senior Trust Advisor satisfying the conditions for such replacement in Section 3.31(k) below shall be selected
by the Certificate Administrator. The Certificate Administrator may rely on a certification by the replacement Senior Trust Advisor
that it meets such criteria. If the Certificate Administrator is unable to find a replacement Senior Trust Advisor within thirty
(30) days of the termination of the Senior Trust Advisor, the Depositor shall be permitted to find a replacement. Unless and until
a replacement Senior Trust Advisor is appointed, no party shall act as the Senior Trust Advisor and the provisions relating to
consultation with respect to the Senior Trust Advisor shall not be applicable until a replacement Senior Trust Advisor is appointed
hereunder.


 


(k)        Any
replacement Senior Trust Advisor shall (or all of the personnel responsible for supervising the obligations of the Senior Trust
Advisor shall) meet either of the following criteria: (A) (i) be regularly engaged in the business of analyzing and advising clients
in commercial mortgage-backed securities matters and have at least five (5) years of experience in collateral analysis and loss
projections, and (ii) have at least five (5) years of experience in commercial real estate asset management and experience in the
workout and management of distressed commercial real estate assets, or (B) be an institution that is a special servicer, senior
trust advisor or Senior Trust Advisor on a commercial mortgage-backed securities transaction rated by S&P, Fitch, Moody’s,
Morningstar, KBRA or DBRS (including, in the case of Pentalpha Surveillance LLC, this transaction) but has not been special servicer
or senior trust advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings
of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or senior trust
advisor as the sole or a material factor in such rating action.


 


(l)        Prior
to the occurrence and continuance of a Control Event, the Directing Certificateholder shall have the right to consent, such consent
not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Senior Trust Advisor appointed pursuant
to this Section 3.31.


 


(m)        The
Senior Trust Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Directing Certificateholder,
if applicable, and (b) upon the appointment of, and the acceptance of such appointment by, a successor senior trust advisor meeting
the eligibility requirements set forth in Section 3.31(k) and receipt by the Trustee of Rating Agency Confirmation from
each Rating Agency. No such resignation by the Senior Trust Advisor shall become effective until the replacement Senior Trust Advisor
shall have assumed the resigning Senior Trust Advisor’s responsibilities and obligations. The resigning Senior Trust Advisor
shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 3.31.


 


(n)        In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates and the Class R Certificates,
then all of the rights and obligations of


 



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the Senior Trust Advisor shall terminate without payment of any termination fee (other
than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and
other than indemnification rights arising out of events occurring prior to such termination). In connection with any termination
pursuant to this Section 3.31(n), no successor senior trust advisor shall be appointed. Upon receipt of written notice of
such acts by a Responsible Officer of the Trustee, the Trustee shall provide the Senior Trust Advisor with prompt notice upon its
termination pursuant to this Section 3.31(n).


 


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


 


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


 


(q)        The
Senior Trust Advisor shall not make any investment in any Class of Certificates; provided, however, that such prohibition
shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Senior Trust Advisor or (ii)
investments by an Affiliate of the Senior Trust Advisor if the Senior Trust Advisor and such Affiliate maintain policies and procedures
that (A) segregate personnel involved in the activities of the Senior Trust Advisor under this Agreement from personnel involved
in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access to information
regarding the Trust Fund and the Senior Trust Advisor and its personnel from gaining access to such Affiliate’s information
regarding its investment activities.


 


(r)        In
addition, in the event that the only Mortgage Loan (or REO Loan) that remains in the Trust is the U-Haul Portfolio Mortgage Loan,
the Senior Trust Advisor may resign as Senior Trust Advisor, which resignation shall not be conditioned on securing a replacement
senior trust advisor. A replacement senior trust advisor shall not be engaged in the event the Senior Trust Advisor elects to resign
under these circumstances.


 


Section
3.32     Companion Paying Agent. (a) With respect to each of the Serviced Companion Loans,
the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.


 


(b)        No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to
act, bad faith or its own


 



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willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any
Person and which on their face do not contradict the requirements of this Agreement.


 


(c)        In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII
of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)        This
Section 3.32 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section
3.33     Companion Register. The Companion Paying Agent shall maintain a register (the
“Companion Register”) with respect to each Serviced Companion Loan on which it will record the names and
address of, and wire transfer instructions for, the Companion Holders from time to time, to the extent such information is
provided in writing to it by each Companion Holder. The initial Companion Holders, along with their respective name and
address, are listed on Exhibit S hereto. In the event a Companion Holder transfers a Companion Loan without notice to
the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected payment in such Companion
Loan and shall have no obligation to recover and redirect such payment.


 


The Companion Paying
Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder
upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion
Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, any notices, reports or other information required to be delivered pursuant to this Agreement by any party hereto to a Companion
Holder with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer(s)
under the Other Pooling and Servicing Agreement and to any other party to the extent required under the related Intercreditor Agreement.


 


Section
3.34     Certain Matters Relating to the Non-Serviced Mortgage Loans. (a) In the event that
any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced Pooling Agreement, the Master
Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced


 



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Trustee, the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)        If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer
is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,
the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of
the same.


 


(c)        In
connection with the securitization of each Serviced Pari Passu Companion Loan (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)        In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Master Servicer (if it receives such notices or materials and it is not evident that
a copy has been delivered to the Special Servicer) or the Special Servicer (in all other cases) shall, prior to the occurrence
and continuance of a Control Event, forward such materials to the Special Servicer (if it is the Master Servicer delivering such
notices or materials) and to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Event) waive any
timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 


(e)        With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Control
Event, or the Senior Trust Advisor, following the occurrence and during the continuance of a Control Event, shall be entitled to
exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder”
(or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


Section 3.35     Litigation
Control.  (a) The Special Servicer (with respect to each Mortgage Loan and Serviced Whole Loan other than any Non-Serviced
Mortgage Loan or Excluded Special Servicer Loan) shall in accordance with the Servicing Standard, direct, manage, prosecute and/or
defend any action brought by a Mortgagor, guarantor, other obligor on the related Mortgage Note or any Affiliates thereof (each
a “Borrower-Related Party”) against the Trust (including, without limitation, any action in which both the
Trust and the Master Servicer are named), and/or the Special Servicer, and represent the interests of the Trust in any litigation
relating to a Mortgage Loan or Whole Loan, as applicable, the related Mortgaged Property or other collateral securing such Mortgage
Loan or Whole Loan, or the enforcement of the obligations of a Borrower-Related Party under the related loan documents (“Loan-Related



 



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Litigation”). In
the event that the Master Servicer is named in any Loan-Related Litigation but the Special Servicer is not named in such Loan-Related
Litigation (and regardless of whether the Trust is named), the Master Servicer shall notify the Directing Certificateholder (provided
that the Directing Certificateholder is not a Borrower Party with respect to the related Mortgage Loan or Serviced Whole Loan)
and the Special Servicer of such litigation as soon as practicable but in any event no later than within ten (10) Business Days
of the Master Servicer receiving service of such Loan-Related Litigation.


 


(b)        To
the extent the Master Servicer is named in Loan-Related Litigation, and neither the Trust nor the Special Servicer is named, in
order to effectuate the role of such Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer
shall (i) provide monthly status reports to the Special Servicer, regarding such Loan-Related Litigation; (ii) seek to have the
Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party
to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related
to the interests of the Trust in such Loan-Related Litigation, including but not limited to the selection of counsel; provided
that the Master Servicer shall have the right to engage separate counsel relating to claims against the Master Servicer to the
extent set forth herein; provided, further, that if there are claims against the Master Servicer and the Master Servicer
has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master
Servicer.


 


(c)        The
Special Servicer shall not (i) undertake any material settlement of any Loan-Related Litigation or (ii) initiate any material Loan-Related
Litigation unless and until it has notified in writing the Directing Certificateholder (only if the related Mortgage Loan is not
an Excluded Loan and for so long as no Consultation Termination Event has occurred and is continuing and to the extent the identity
of the Directing Certificateholder is actually known to the Special Servicer; provided that such Special Servicer shall
make due inquiry of the Certificate Administrator as to the identity of the Directing Certificateholder), and the related holder
of any Companion Loan (if such matter affects a Companion Loan and to the extent the identity of the holder of such Companion Loan
is actually known to the Special Servicer), and the Directing Certificateholder (only if the related Mortgage Loan is not an Excluded
Loan and for so long as no Control Event has occurred and is continuing) has not objected in writing within five (5) Business Days
of having been notified thereof and having been provided with all information that the Directing Certificateholder has reasonably
requested with respect thereto promptly following its receipt of the subject notice (it being understood and agreed that if such
written objection has not been received by the Special Servicer within such five (5) Business Day period, then the Directing Certificateholder
shall be deemed to have approved the taking of such action); provided that, if the Special Servicer determines (consistent
with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders and, with respect
to a Serviced Whole Loan, the related Companion Holders, the Special Servicer may take such action without waiting for the Directing
Certificateholder’s response.


 


(d)        Notwithstanding
the foregoing, neither of the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation provided
by the Directing Certificateholder that would require or cause such Special Servicer or the Master Servicer, as applicable, to
violate any applicable law, be inconsistent with the Servicing Standard, require or


 



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cause such Special Servicer or the Master Servicer,
as applicable, to violate provisions of this Agreement, require or cause such Special Servicer or the Master Servicer, as applicable,
to violate the terms of any Mortgage Loan or Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates,
officers, directors or agents to any claim, suit or liability, cause any Trust REMIC created hereunder to fail to qualify as a
REMIC, or the Grantor Trust created hereunder to fail to qualify as a grantor trust for federal income tax purposes or result in
the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions,
or materially expand the scope of the Special Servicer’s, the Master Servicer’s, the Certificate Administrator’s
or the Trustee’s, as applicable, responsibilities under this Agreement.


 


(e)        Notwithstanding
the right of the Special Servicer to represent the interests of the Trust in Loan-Related Litigation, and subject to the rights
of such Special Servicer to direct the Master Servicer’s actions in accordance with this Section 3.35, the Master
Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited
to the right to engage separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s reasonable
discretion, the cost of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)        Further,
nothing in this Section 3.35 shall require the Master Servicer, the Special Servicer or any other party to this Agreement
to take or fail to take any action which, in such party’s good faith and reasonable judgment, may cause either Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes,
result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the Code,
or otherwise result in a violation of the REMIC Provisions, subject the Master Servicer, the Special Servicer or other such party
to liability, or materially expand the scope of the Master Servicer’s, the Special Servicer or such party’s obligations
under this Agreement.


 


(g)        Notwithstanding
the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall
have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims asserted
against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Loan-Related Litigation)
(and with respect to any material settlements with respect to any Mortgage Loan other than an Excluded Loan, with the consent or
consultation of the Directing Certificateholder prior to the occurrence and continuance of a Control Event or Consultation Termination
Event, respectively), and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master
Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Loan-Related Litigation), provided
in either case that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part
of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust pursuant to
the terms of this Agreement, and payment of such cost or judgment is provided for in this Agreement, (C) Section 6.03 of
this Agreement provides that the Master Servicer is and shall be indemnified for all costs and expenses of the Master Servicer
incurred in defending and settling the Loan-Related Litigation and for any related judgment, (D) any action taken by the Master
Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the


 



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Servicing
Standard, and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer
as to the items in clauses (A), (B) and (C).


 


(h)        In
the event both the Master Servicer and the Special Servicer or Trust are named in Loan-Related Litigation, the Master Servicer
and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded
to such party in this Section 3.35.


 


(i)        This
Section 3.35 shall not apply in and to the extent that the Special Servicer authorizes the Master Servicer, and the Master
Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related Litigation
on behalf of the Trust in accordance with the Servicing Standard.


 


(j)        Notwithstanding
the foregoing, and subject to the requirements of the last sentence of Section 3.01(b) of this Agreement and subject to
the power of attorney, (x) in the event that any action, suit, litigation or proceeding names the Trustee, Certificate Administrator,
Custodian or Senior Trust Advisor, in its respective individual capacity, or in the event that any judgment is rendered against
the Trustee, Certificate Administrator, Custodian or Senior Trust Advisor, as applicable, in its individual capacity, the Trustee,
Certificate Administrator, Custodian or Senior Trust Advisor, as applicable, upon prior written notice to the Master Servicer or
the Special Servicer, as applicable, may retain separate counsel and appear in any such proceeding on its own behalf in order to
protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (y) in the event
of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement
of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise relating
to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the
prior written consent of the Trustee, Certificate Administrator or Custodian, as applicable, (i) initiate an action, suit, litigation
or proceeding in the name of the Trustee, Certificate Administrator or Custodian, as applicable, whether in such capacity or individually,
(ii) engage counsel to represent the Trustee, Certificate Administrator or Custodian, as applicable, (iii) settle any claim giving
rise to liability to the Trustee, Certificate Administrator or Custodian, as applicable, in its individual capacity, or (iv) prepare,
execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar actions with
the intent to cause, and that actually causes, the Trustee, Certificate Administrator or Custodian, as applicable, to be registered
to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for
any delay due to the unwillingness of the Trustee, Certificate Administrator or Custodian, as applicable, to grant such consent);
and (z) in the event that any court finds that the Trustee, Certificate Administrator, Custodian or Senior Trust Advisor, as applicable,
is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any
Mortgage Loan, the Trustee, Certificate Administrator, Custodian or Senior Trust Advisor, as applicable, shall have the right to
retain separate counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether
as Trustee, Certificate Administrator, Custodian or Senior Trust Advisor, as applicable, or individually (but not to otherwise
direct, manage or prosecute such litigation or claim); provided, however, that nothing in this subsection shall be
interpreted to preclude the Special Servicer (with respect to any material Loan-Related Litigation with respect to any


 



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Mortgage
Loan other than an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to the occurrence and
continuance of a Control Event or Consultation Termination Event, respectively) from initiating any action, suit, litigation or
proceeding in its own name as representative of the Trust.


 


Notwithstanding the foregoing
or anything to the contrary in this Section 3.35, this Section 3.35 shall not apply to any Loan-Related Litigation
and shall have no force and effect with respect thereto, in the event that at the time such Loan-Related Litigation is commenced
or at any time during the continuance of such Loan-Related Litigation, LNR Partners, LLC is no longer the Special Servicer with
respect to the related Mortgage Loan or related Whole Loan or has received notice of its replacement as Special Servicer with respect
to the related Mortgage Loan or related Whole Loan whether or not such replacement is effective.


 


Section 3.36     Delivery
of Excluded Information to the Certificate Administrator.


 


(a)        Any
Excluded Information that the Master Servicer, the Special Servicer or the Senior Trust Advisor identifies and delivers to the
Certificate Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance
of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.36(a) shall
not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section 3.36(a) shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 3.15. When
so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any
Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loans). None of the Master Servicer, the Special Servicer or the Senior Trust Advisor shall have any obligations to separately
label and deliver any Excluded Information in accordance with this Section 3.36(a) until such party has received written
notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement.


 


(b)        Nothing
set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing
Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not
available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website, such Directing Certificateholder
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan
shall be permitted to obtain such information in accordance with Section 4.02(f) of this Agreement.


 


[End of Article III]


 



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Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


   Section 4.01     Distributions.  (a)
On each Distribution Date, to the extent of the Available Distribution Amount for such Distribution Date, the Certificate Administrator
shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier
REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(b) with respect to each Class of Uncertificated
Lower-Tier Interests, and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account
in the following order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution
with respect to any succeeding priority:


 


(i)        first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates, the Class A-SB Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-C
Certificates and the Class X-D Certificates, pro rata (based upon their respective entitlements to interest for such Distribution
Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of
Certificates for such Distribution Date;


 


(ii)       second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates, and the Class A-SB Certificates in reduction of the Certificate Balances thereof: (I) prior to the
Cross-Over Date (1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution
Amount, until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal
Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in subclause (1) above have been
made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero;
(3) third, to the Holders of the Class A-2 Certificates, in an amount up to the Principal Distribution Amount (or the portion
thereof remaining after any distributions specified in subclauses (1) and (2) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to
the Holders of the Class A-3 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in subclauses (1), (2) and (3) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been reduced to zero; (5) fifth, to the
Holders of the Class A-4 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining after
any distributions specified in subclauses (1), (2), (3) and (4) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-4 Certificates has been reduced to zero; (6) sixth, to the
Holders of the Class A-5 Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining after
any distributions specified in subclauses (1), (2), (3), (4) and (5) above


 



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have been made on
such Distribution Date), until the outstanding Certificate Balance of the Class A-5 Certificates has been reduced to zero; and
(7) seventh, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount (or the
portion thereof remaining after any distributions specified in subclauses (1), (2), (3), (4), (5)
and (6) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-SB Certificates
has been reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5
and Class A-SB Certificates, pro rata (based on their respective Certificate Balances) in an amount equal to the Principal
Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5 and Class A-SB Certificates is reduced to zero;


 


(iii)      third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-SB Certificates, pro rata (based upon the aggregate unreimbursed Collateral Support
Deficit allocated to each such Class), until all amounts of Collateral Support Deficit previously allocated to such Classes, but
not previously reimbursed, have been reimbursed in full;


 


(iv)       fourth,
to the Holders of the Class A-S Certificates (and, with respect to exchanged portions of the Class A-S Certificates, passed through
to the Class EC Distribution Account for distribution to the Class EC Certificates), in respect of interest, up to an amount equal
to the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)        fifth,
after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, the Class A-4 Certificates,
Class A-5 Certificates and Class A-SB Certificates have been reduced to zero, to the Holders of the Class A-S Certificates (and,
with respect to exchanged portions of the Class A-S Certificates, passed through to the Class EC Distribution Account for distribution
to the Class EC Certificates), in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount
(or the portion thereof remaining after any distributions in respect of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5
and Class A-SB Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class A-S Certificates
has been reduced to zero (and, with respect to exchanged portions of the Class A-S Certificates, such passed through amounts shall
reduce the outstanding Certificate Balance of the Class EC Certificates until reduced to zero);


 


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


 


(vii)      seventh,
to the Holders of the Class B Certificates (and, with respect to exchanged portions of the Class B Certificates, passed through
to the Class EC


 



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Distribution Account for distribution to the Class EC Certificates), in respect of interest, up to an amount equal
to the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(viii)     eighth,
after the Certificate Balances of the Class A Certificates (including any portion that has been exchanged and converted to Class
EC Certificates) have been reduced to zero, to the Holders of the Class B Certificates (and, with respect to exchanged portions
of the Class B Certificates, passed through to the Class EC Distribution Account for distribution to the Class EC Certificates),
in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates (including any portion that has been exchanged and converted to
Class EC Certificates) on such Distribution Date), until the outstanding Certificate Balance of the Class B Certificates has been
reduced to zero (and, with respect to exchanged portions of the Class B Certificates, such passed through amounts shall reduce
the outstanding Certificate Balance of the Class EC Certificates until reduced to zero);


 


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


 


(x)        tenth,
to the Holders of the Class C Certificates (and, with respect to exchanged portions of the Class C Certificates, passed through
to the Class EC Distribution Account for distribution to the Class EC Certificates), in respect of interest, up to an amount equal
to the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)       eleventh,
after the Certificate Balances of the Class A Certificates and Class B Certificates (including any portion that has been exchanged
and converted to Class EC Certificates) have been reduced to zero, to the Holders of the Class C Certificates (and, with respect
to exchanged portions of the Class C Certificates, passed through to the Class EC Distribution Account for distribution to the
Class EC Certificates), in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the Class A Certificates and Class B Certificates (including
any portion that has been exchanged and converted to Class EC Certificates) on such Distribution Date), until the outstanding Certificate
Balance of the Class C Certificates has been reduced to zero (and, with respect to exchanged portions of the Class C Certificates,
such passed through amounts shall reduce the outstanding Certificate Balance of the Class EC Certificates until reduced to zero);


 


(xii)      twelfth,
to the Holders of the Class C Certificates (and, with respect to exchanged portions of the Class C Certificates, passed through
to the Class EC Distribution Account for distribution to the Class EC Certificates), until all amounts of


 



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Collateral Support Deficit
previously allocated to the Class C Certificates (and, with respect to exchanged portions of the Class C Certificates, passed through
to the Class EC Certificates), but not previously reimbursed, have been reimbursed in full;


 


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


 


(xiv)      fourteenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates (and, if any exchange
for the Class EC Certificates has occurred, the Class EC Certificates) have been reduced to zero, to the Holders of the Class D
Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates and Class C Certificates
(and, if any exchange for the Class EC Certificates has occurred, the Class EC Certificates) on such Distribution Date), until
the outstanding Certificate Balance of the Class D Certificates has been reduced to zero;


 


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


 


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


 


(xvii)     seventeenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates (and, if any exchange for
the Class EC Certificates has occurred, the Class EC Certificates) and Class D Certificates have been reduced to zero, to the Holders
of the Class E Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount
(or the portion thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C
Certificates (and, if any exchange for the Class EC Certificates has occurred, the Class EC Certificates) and Class D Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class E Certificates has been reduced to zero;


 


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


 


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


 


(xx)       twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates (and, if any exchange for
the Class EC Certificates has occurred, the Class EC Certificates), Class D Certificates and Class E


 



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Certificates have been reduced
to zero, to the Holders of the Class F Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates,
Class C Certificates (and, if any exchange for the Class EC Certificates has occurred, the Class EC Certificates), Class D Certificates
and Class E Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates has
been reduced to zero;


 


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


 


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


 


(xxiii)    twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates (and, if any exchange for
the Class EC Certificates has occurred, the Class EC Certificates), Class D Certificates, Class E Certificates, Class F Certificates
have been reduced to zero, to the Holders of the Class G Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A
Certificates, Class B Certificates, Class C Certificates (and, if any exchange for the Class EC Certificates has occurred, the
Class EC Certificates), Class D Certificates, Class E Certificates and Class F Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class G Certificates has been reduced to zero;


 


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


 


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


 


(xxvi)     twenty-sixth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates (and, if any exchange for
the Class EC Certificates has occurred, the Class EC Certificates), Class D Certificates, Class E Certificates, Class F Certificates
and Class G Certificates have been reduced to zero, to the Holders of the Class NR Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates (and, if any exchange for the Class EC Certificates
has occurred, the Class EC Certificates), Class D Certificates, Class E Certificates, Class F Certificates and Class G Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class NR Certificates has been reduced to zero;


 



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


 


(xxviii)   twenty-eighth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Distribution
Amount remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Monthly Payments, balloon payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of the Available Distribution Amount for such Distribution
Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicer, the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in
the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)        On
each Distribution Date, each Uncertificated Lower-Tier Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Collateral Support Deficit in an amount equal to the amount of principal or reimbursement of Collateral Support
Deficit actually distributable to the Holders of the respective Related Certificates (including any portion passed through to the
related component of Class EC Certificates) as provided in Sections 4.01(a), 4.01(c), 4.01(f) and 4.01(i)
such that at all times the Lower-Tier Principal Amount of each Class of Uncertificated Lower-Tier Interests is equal to the Certificate
Balance of the Class of Related Certificates (without regard to any exchange and conversion of the Exchangeable Certificates for
Class EC Certificates). On each Distribution Date, each Uncertificated Lower-Tier Interest shall be deemed to receive distributions
in respect of interest in an amount equal to the Interest Distribution Amount in respect of its Related Certificates (including
any portion passed through to the related component of Class EC Certificates) plus a pro rata portion of the Interest Distribution
Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB and Class LAS Uncertificated
Lower-Tier Interests, the Class X-A Certificates, (ii) in the case of the Class LB Uncertificated Interest, the Class X-B Certificates,
(iii) in the case of the Class LC Uncertificated Interest, the Class X-C Certificates and (iv) in the case of the Class LD Uncertificated
Interest, the Class X-D Certificates, in each case, computed based on an interest rate equal to the excess of the Weighted Average
Net Mortgage Rate over the Pass-Through Rate of the Related Certificates (without regard to any exchange and conversion of the
Exchangeable Certificates for Class EC Certificates) and a notional amount equal to its related Lower-Tier Principal Amount (without
regard to any exchange and conversion of the Exchangeable Certificates for Class EC Certificates), in each case to the extent actually
distributable thereon as provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are referred to herein
collectively as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator by
deeming such Lower-Tier Distribution Amount to be withdrawn from the


 



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Lower-Tier REMIC Distribution Account to be deposited in the
Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Uncertificated Lower-Tier Interest shall equal the Certificate Balance of the Related Certificates with respect
thereto (without regard to any exchange and conversion of the Exchangeable Certificates for Class EC Certificates), as adjusted
for the allocation of Collateral Support Deficits, as provided in Section 4.04(b) and 4.04(c), of Certificate Deferred
Interest as provided in Section 4.06. The initial principal balance of each Uncertificated Lower-Tier Interest shall equal
the respective Original Lower-Tier Principal Amount. The pass through rate with respect to each Uncertificated Lower-Tier Interest
shall be the rate per annum set forth in the Preliminary Statement hereto.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount,
distribution of $100 to the beneficial owner of the Class X-C Certificates on the first Distribution Date pursuant to Section
4.01(e) and distribution of Yield Maintenance Charges pursuant to Section 4.01(d)(iii) shall be distributed to the Holders
of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Distribution Amount for
such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(c)        On
and after the Distribution Date on which the Certificate Balances of the Subordinate Certificates (and, if any exchange for the
Class EC Certificates has occurred, the Class EC Certificates) have all been reduced to zero, any amounts representing reimbursements
of Collateral Support Deficits previously allocated to such Classes, if available, will be distributed to the Senior Certificates
pro rata based on their respective Certificate Balances as principal until the Certificate Balance of each Senior Certificate
is reduced to zero.


 


(d)        (i)
On each Distribution Date, Yield Maintenance Charges payable with respect to the Mortgage Loans calculated by reference to a U.S.
treasury rate collected during the related Due Period will be distributed by the Certificate Administrator to the Holders of each
Class of Regular Certificates in the following manner: (1) pro rata, among (v) the Certificates in the YM Group A, (w) the
Certificates in the YM Group B, (x) the Certificates in the YM Group C, (y) the Certificates in the YM Group D and (z) the Certificates
in the YM Group E, based upon the aggregate of principal distributed to the Classes of Principal Balance Certificates in each such
YM Group on such Distribution Date (calculated without giving effect to any exchange and conversion of Class A-S, Class B and Class
C Certificates for Class EC Certificates), and (2) as among the Classes of Certificates in each YM Group, in the following manner:
(i) with respect to each YM Group other than the YM Group E, (A) the Holders of each Class of Principal Balance Certificates in
such YM Group will be entitled to receive on each Distribution Date an amount of Yield Maintenance Charges payable with respect
to the Mortgage Loans equal to the sum, for all Mortgage Loan prepayments, of the product of (a) a fraction whose numerator is
the amount of principal distributed to such Class of Certificates on such Distribution Date and whose denominator is the total
amount of principal distributed to all of the Regular Certificates in that YM Group representing principal payments in respect
of the Mortgage Loans on such Distribution Date (in each case, calculated without giving effect to any exchange and conversion
of Exchangeable Certificates for Class EC Certificates), (b) the Base


 



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Interest Fraction for the related Principal Prepayment and
such Class of Regular Certificates, and (c) the Yield Maintenance Charges payable with respect to the Mortgage Loans collected
during the related Due Period and allocated to such YM Group (in each case, without giving effect to any exchange and conversion
of the Exchangeable Certificates for Class EC Certificates); provided, however, that in the case of any exchange
and conversion of portions of Exchangeable Certificates, amounts that would otherwise have been distributable to such exchanged
Exchangeable Certificate had they not been exchanged shall be distributed to the Class EC Certificates, and (B) any Yield Maintenance
Charges payable with respect to the Mortgage Loans allocated to such YM Group collected during the related Due Period remaining
after such distributions will be distributed (W) in the case of amounts distributable to the YM Group A, to the Class X-A Certificates,
(X) in the case of amounts distributable to the YM Group B, to the Class X-B Certificates, (Y) in the case of amounts distributable
to the YM Group C, to the Class X-C Certificates and (Z) in the case of amounts distributable to the YM Group D, to the Class X-D
Certificates, and (ii) with respect to the YM Group E, the Holders of each Class of Principal Balance Certificates in such YM Group
will be entitled to receive on each Distribution Date an amount of Yield Maintenance Charges payable with respect to the Mortgage
Loans equal to the sum, for all Mortgage Loan prepayments, of the product of (a) a fraction whose numerator is the amount of principal
distributed to such Class of Certificates on such Distribution Date and whose denominator is the total amount of principal distributed
to all of the Regular Certificates in the YM Group E representing principal payments in respect of the Mortgage Loans on such Distribution
Date, and (b) the Yield Maintenance Charges payable with respect to the Mortgage Loans collected during the related Due Period
and allocated to such YM Group E. If there is more than one such Class of Certificates entitled to distributions of principal on
any particular Distribution Date on which Yield Maintenance Charges payable with respect to the Mortgage Loans are distributable,
the aggregate amount of such Yield Maintenance Charges payable with respect to the Mortgage Loans will be allocated among all such
Classes of Certificates up to, and on a pro rata basis in accordance with, their respective entitlements thereto in accordance
with the first sentence of this paragraph.


 


(ii)       No
Yield Maintenance Charge shall be distributed to the Holders of the Class R Certificates or Class Z Certificates.


 


(iii)      All
distributions of Yield Maintenance Charges made in respect of the respective Classes of Regular Certificates (including any portion
passed through to the related component of Class EC Certificates) on each Distribution Date pursuant to Section 4.01(d)(i)
shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Uncertificated
Lower-Tier Interests, pro rata based upon the amount of principal distributed in respect of each such Class of Uncertificated
Lower-Tier Interests for such Distribution Date pursuant to Section 4.01(b) above.


 


    (e)        On
the first Distribution Date only, the Certificate Administrator shall withdraw $100 from the Upper-Tier REMIC Distribution Account
and distribute $100 to the Class X-C Certificates. Such distribution shall be deemed a payment of principal on the principal balance
of the REMIC regular interest represented by the Class X-C Certificates (such principal balance being $100) for federal income
tax purposes.


 



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(f)        On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other than
amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Regular
Certificates (in order of distribution priority) (first deeming such amounts to be distributed with respect to the Related Uncertificated
Lower-Tier Interests) up to an amount equal to all Collateral Support Deficits, if any, previously deemed allocated to them and
unreimbursed after application of the Available Distribution Amount for such Distribution Date. Any amounts remaining in the Gain-on-Sale
Reserve Account after such distributions shall be applied to offset future Collateral Support Deficits with respect to the Principal
Balance Certificates and related Collateral Support Deficits in each case allocable to the Regular Certificates. Upon termination
of the Trust Fund, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Class R Certificateholders
from the Lower-Tier REMIC in respect of the Class LR Interest. Amounts payable pursuant to this Section 4.01(f) to the Exchangeable
Certificates that have been exchanged and converted to Class EC Certificates shall be paid to the Holders of such Class EC Certificates.


 


(g)        All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with
wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Collateral Support Deficit previously allocated to such Certificate) will be made in like manner, but only
upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified
in the notice to Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(h)        Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with respect
to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Collateral


 



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Support
Deficit previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator
shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant
to Section 3.15(b) a notice in electronic format to the effect that:


 


(i)        the
Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such Distribution
Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other location
therein specified; and


 


(ii)       no
interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall
take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it
shall deem appropriate and subject to applicable laws. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(h).


 


(i)        Distributions
in reimbursement of Collateral Support Deficit previously allocated to the Regular Certificates shall be made in the amounts and
manner specified in Section 4.01(a) or Section 4.01(c), as applicable, to the Holders of the respective Class otherwise
entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions
in reimbursement of Collateral Support Deficit previously allocated to a Class of Certificates which has since been retired shall
be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by wire transfer
(pursuant to the wiring instructions on file) or by check mailed to the address of each such prior Holder last shown in the Certificate
Register. Notice of any such distribution to a prior Holder shall be made in accordance with Section 12.05 at such last
address. The amount of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced
by the Certificates surrendered thereby. If the check mailed to any such prior Holder is returned uncashed, then the amount thereof
shall be set aside and held uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt
to contact such


 



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prior Holder in the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its
Certificates.


 


(j)         On
each Distribution Date, any Excess Interest received during the related Due Period with respect to the Mortgage Loans shall be
distributed solely to the Holders of the Class Z Certificates from the Excess Interest Distribution Account. Excess Interest shall
not be available to pay any other amounts except for distributions on Class Z Certificates set forth in the prior sentence.


 


(k)        On
the related Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loans, the Companion Paying Agent shall
make withdrawals and payments from the Companion Distribution Account for such Companion Loan in the following order of priority:


 


(i)         to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Loan Distribution Account not required
to be deposited therein;


 


(ii)        to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole
Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor
Agreement;


 


(iii)       to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)       to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder
or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.


 


(l)         If
an exchange and conversion of Exchangeable Certificates for Class EC Certificates in accordance with Section 5.09 of this
Agreement has occurred, the Certificate Administrator shall distribute to the Holders of the Class EC Certificates received in
such exchange and conversion from the Class EC Distribution Account on each Distribution Date pursuant to Section 3.05(e),
distributions equal to the aggregate amount of Interest Distribution Amounts, Accrued Interest From Recoveries, Principal Distribution
Amounts, Yield


 



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Maintenance Charges, reimbursements of Collateral Support Deficits and other amounts that would otherwise be distributable
to the Exchangeable Certificates that were exchanged and converted for such Class EC Certificates. Such amounts shall first be
deemed distributed from the Upper-Tier REMIC Distribution Account to the Class EC Distribution Account pursuant to Section 3.05(d).
In addition, the Class EC Certificates received in such exchange and conversion will be allocated the aggregate amount of Collateral
Support Deficits, Prepayment Interest Shortfalls and other interest shortfalls (including those resulting from Appraisal Reduction
Events) that would otherwise be allocated to the Exchangeable Certificates that were exchanged and converted for such Class EC
Certificates, without duplication.


 


Section 4.02     Statements
to Certificateholders; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a) On each Distribution
Date, the Certificate Administrator shall make available pursuant to Section 3.15(b) on the Certificate Administrator’s
Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto and based in part
upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package in
accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Statement
to Certificateholders”) which shall include:


 


(i)        the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)       the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates allocable to Distributable Certificate
Interest;


 


(iii)      the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iv)       the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Senior Trust Advisor and CREFC® Intellectual Property
Royalty License Fees paid to CREFC®, in each case, with respect to the Due Period for such Determination Date together
with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


 


(v)        the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(vi)       the
aggregate amount of unscheduled payments received;


 


(vii)      the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Due Period for such Distribution
Date;


 



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(viii)     the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 119 days (and for each thirty (30) day period thereafter until liquidation), (D) current but specially serviced or in
foreclosure but not an REO Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(ix)       the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(x)        the
Available Distribution Amount;


 


(xi)       the
Accrued Certificate Interest, in respect of such Class of Certificates for such Distribution Date, separately identifying any Certificate
Deferred Interest for such Distribution Date allocated to such Class of Certificates;


 


(xii)      the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable (A) to Yield Maintenance
Charges, (B) (in the case of the Class Z Certificates), Excess Interest and (C) prepayment premiums;


 


(xiii)     the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiv)      the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xv)       the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Collateral Support Deficit,
on such Distribution Date and the aggregate amount of all reductions as a result of allocations of Collateral Support Deficits,
in respect of the Principal Balance Certificates to date and, with respect to the Class EC Certificates, the portion of such amounts
allocated to the Class A-S, Class B and Class C Certificates converted in an exchange for such Class EC Certificates;


 


(xvi)      the
Certificate Factor for each Class of Certificates (other than the Class R and Class Z Certificates) immediately following such
Distribution Date;


 


(xvii)     the
amount of any Appraisal Reductions effected (including, with respect to any Serviced Whole Loan, the amount allocable to the related
Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and the total Appraisal
Reduction effected in connection with such Distribution Date, together with a detailed worksheet showing the calculation of each
Appraisal Reduction on a current and cumulative basis;


 


(xviii)    the
current Controlling Class;


 



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(xix)      the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xx)       the
amount of any remaining Class Unpaid Interest Shortfall for such Class and as of such Distribution Date;


 


(xxi)      a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xxii)     a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxiii)    all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxiv)    in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b) and 4.01(f);


 


(xxv)     the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Collateral Support Deficit;


 


(xxvi)    the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans;


 


(xxvii)   with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such Liquidation
Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Collateral
Support Deficit allocated to the Principal Balance Certificates in connection with such Liquidation Event and, with respect to
the Class EC Certificates, the portion of such amounts allocated to the Class A-S, Class B and Class C Certificates converted in
an exchange for such Class EC Certificates;


 


(xxviii)  with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust Fund’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number
of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that
determination (separately identifying the portion thereof 


 



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allocable to distributions on the Certificates), and (C) the amount of
any realized loss or Collateral Support Deficit allocated to the Principal Balance Certificates in respect of the related REO Loan
in connection with that determination and, with respect to the Class EC Certificates, the portion of such amounts allocated to
the Class A-S, Class B and Class C Certificates converted in an exchange for such Class EC Certificates;


 


(xxix)     the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxx)      the
aggregate amount of interest on Servicing Advances (including with respect to any Serviced Whole Loan, the Trust Fund’s interest
therein) paid to the Master Servicer, the Special Servicer and the Trustee since the previous Determination Date (or in the case
of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)     the
then-current credit support levels for each Class of Certificates;


 


(xxxii)    the
aggregate amount of Yield Maintenance Charges on the Mortgage Loans collected since the previous Determination Date (or in the
case of the first Distribution Date, as of the Cut-off Date);


 


(xxxiii)   a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxiv)   a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxv)    an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates with respect
to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer; and


 


(xxxvi)   the
amount of any Excess Interest actually received.


 


In the case of information
furnished pursuant to clauses (i), (ii), (xi), (xii), (xv), (xx), (xxiv), (xxv)
and (xxxvi) above, (i) the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate and (ii) the Class EC Certificates shall receive such information with respect to such clauses
allocable to the Class A-S, Class B and Class C Certificates exchanged therefor.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s Website.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and


 



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(ii)
above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which such person was
a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or that
a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such
calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time
to time are in force.


 


(b)        [Reserved.]


 


(c)        Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.15 hereof (which may be a licensed or registered investment advisor)
to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to
keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the
availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific
delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master Servicer’s
or Special Servicer’s Internet website, the Master Servicer or the Special Servicer, as applicable, shall take reasonable
measures to ensure that only such parties listed above may access such information including, without limitation, requiring registration,
a confidentiality agreement and acceptance of a disclaimer. The Master Servicer or the Special Servicer, as applicable, shall not
be liable for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the Special
Servicer shall be responsible for any information delivered, produced, or made available pursuant to Sections 3.15 and 4.02(c),
other than information produced by the Master Servicer or Special Servicer, as applicable; provided that such information
otherwise meets the requirements set forth herein with respect to the form and substance of such information or reports. The Master
Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect
to information provided, or any assumptions required to be made by such report.


 


The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Mortgage Loans and REO Properties as may be necessary for the
Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate
Administrator. Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate
the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report
or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon
in calculating and making


 



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distributions to Certificateholders in accordance with Section 4.01, preparing the Statement to
Certificateholders required by Section 4.02(a) and allocating Collateral Support Deficit to the Certificates in accordance
with Section 4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section
4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief
of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master
Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).


 


(d)        Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator
as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities
Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under
Rule 144A or any other securities laws of any available information so furnished to any person including any prospective purchaser
of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or
delivered to them by another.


 


(e)        The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)        Upon
the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non-Specially
Serviced Mortgage Loan) or the Special Servicer (in the case of a Specially Serviced Mortgage Loan) to the Master Servicer’s
or Special Servicer’s reasonable satisfaction (at the expense of such Excluded Controlling Class Holder) and such information
is in the Master Servicer’s or Special Servicer’s possession, the Master Servicer or Special Servicer, as applicable,
shall provide or make available (or forward electronically) to such Excluded Controlling Class Holder (at the expense of such Excluded
Controlling Class Holder) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s
Website but not accessible to such Excluded Controlling Class Holder through the Certificate Administrator’s Website on account
of it constituting Excluded Information) relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling
Class Holder is not a Borrower Party; provided that, in connection


 



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therewith, the Master Servicer or Special Servicer may
require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to
the Master Servicer or Special Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling
Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer
or Special Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification
substantially in the form of Exhibit P-1B that such Directing Certificateholder or Controlling Class Certificateholder is
not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer
referenced in this Section 4.02(f) shall include any applicable Excluded Special Servicer with respect to the related Excluded
Special Servicer Loan(s).


 


Section
4.03     P&I Advances. (a) On or before 4:00 p.m., New York City time, on each P&I
Advance Date, the Master Servicer shall either (i) remit to the Certificate Administrator for deposit from its own funds into
the Lower-Tier REMIC Distribution Account an amount equal to the aggregate amount of P&I Advances, if any, with respect
to the Mortgage Loans to be made in respect of the related Distribution Date, (ii) apply amounts held in the Certificate
Account, for future distribution to Certificateholders in subsequent months in discharge of any such obligation to make
P&I Advances with respect to the Mortgage Loans, or (iii) make P&I Advances in the form of any combination of clauses
(i) and (ii), aggregating the total amount of P&I Advances to be made. Any amounts held in the Certificate
Account for future distribution and so used to make P&I Advances with respect to the Mortgage Loans shall be
appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the
Certificate Account on or before the next succeeding P&I Advance Date (to the extent not previously replaced through the
deposit of Late Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made).
The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances with respect
to the Mortgage Loans for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to the
Mortgage Loans for such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the
Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the
Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related
Distribution Date, unless the Master Servicer shall have cured such failure (and provided written notice of such cure to the
Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the event that
the Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall notify the
Trustee of such circumstances by 4:30 p.m., New York City time, on the related P&I Advance Date. Notwithstanding the
foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee
for the related Mortgage Loans shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC
Distribution Account but shall be deposited into the Certificate Account for payment to CREFC® on such
Distribution Date.


 


(b)        Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date and each


 



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Mortgage Loan shall be equal to the aggregate of: (i) the Monthly Payments (net of related
Servicing Fees) other than Balloon Payments, that were due on the Mortgage Loans (including the Non-Serviced Mortgage Loans) and
any REO Loan (excluding any portion allocable to any related Companion Loan, if applicable) during the related Due Period and delinquent
as of the close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer
on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan as to which the related Balloon Payment was due during
or prior to the related Due Period and was delinquent as of the end of the related Due Period (including any REO Loan (other than
any portion of an REO Loan related to a Companion Loan) as to which the Balloon Payment would have been past due), an amount equal
to the Assumed Scheduled Payment therefor. Subject to subsection (c) below, the obligation of the Master Servicer to make
such P&I Advances is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan
(other than any portion of an REO Loan related to a Companion Loan), shall continue until the Distribution Date on which the proceeds,
if any, received in connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect
thereto are to be distributed. No P&I Advances shall be made with respect to any Companion Loan.


 


(c)        Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer will be required
to make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any proposed
P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently
of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the
case may be, under the applicable Non-Serviced Pooling Agreement in respect of the related Non-Serviced Companion Loan. If the
Master Servicer or Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if
made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable,
a Nonrecoverable Advance, the Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer written notice of such determination within two (2) Business Days of the date of such determination. If the Master Servicer
receives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case
may be, that either has determined in accordance with the applicable Non-Serviced Pooling Agreement with respect to a Non-Serviced
Companion Loan, that any proposed advance under the applicable Non-Serviced Pooling Agreement that is similar to a P&I Advance
would be, or any outstanding advance under such Non-Serviced Pooling Agreement that is similar to a P&I Advance is, a nonrecoverable
advance, then the Master Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously
made or proposed to be made with respect to the related Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter,
in either case, the Master Servicer shall not be required to make any additional P&I Advances with respect to the related Non-Serviced
Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that any such additional P&I
Advances with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which


 



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determination
may be as a result of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer,
as the case may be, or otherwise. For the avoidance of doubt, the Master Servicer or the Trustee, as the case may be, shall have
the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would
be, or is, as applicable, a Nonrecoverable Advance.


 


(d)        In
connection with the recovery of any P&I Advance out of the Certificate Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the Certificate Account (but in no event from any funds allocable to a Serviced Companion Loan (unless related thereto),
except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement Rate
in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date of
reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made with respect to a
Mortgage Loan until after the related Due Date has passed and any applicable grace period has expired or (ii) if the related Monthly
Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer shall
reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.19 of
this Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Certificate Account.


 


(e)        Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance Charges,
Default Interest, late payment charges, prepayment premiums, Balloon Payment or any P&I Advance with respect to any Companion
Loan and (ii) if an Appraisal Reduction has been made with respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole
Loan, an Appraisal Reduction has been made in accordance with the related Non-Serviced Pooling Agreement and the Master Servicer
has notice of such Appraisal Reduction) then in the event of subsequent delinquencies thereon, the interest portion of the P&I
Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced (it being herein acknowledged that
there shall be no reduction in the principal portion of such P&I Advance) to equal the product of (x) the amount of the interest
portion of such P&I Advance for such Mortgage Loan for such Distribution Date without regard to this clause (ii), and
(y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan
immediately prior to such Distribution Date, net of the related Appraisal Reduction (or, in the case of a Serviced Whole Loan,
the portion of such Appraisal Reduction allocated to the related Mortgage Loan), if any, and the denominator of which is equal
to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately
preceding sentence, the Monthly Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment
for the related Distribution Date.


 


(f)        In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 


Section 4.04     Allocation
of Collateral Support Deficit. (a) On each Distribution Date, immediately following the distributions to be made on such
date pursuant to Section 4.01 and the allocation of Certificate Deferred Interest pursuant to Section 4.06, the
Certificate


 



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Administrator shall calculate the amount, if any, by which (i)
the aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions of the Stated
Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement
Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined
to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (in each case, excluding any portion allocable to any related
Companion Loan, if applicable) expected to be outstanding immediately following such Distribution Date, is less than (ii) the then
aggregate Certificate Balance of the Principal Balance Certificates (for the avoidance of doubt, without regard to any exchange
and conversion of the Exchangeable Certificates for Class EC Certificates) after giving effect to distributions of principal on
such Distribution Date and the allocation of Certificate Deferred Interest pursuant to Section 4.06 (any such deficit, the
“Collateral Support Deficit”). Any allocation of Collateral Support Deficit to a Class of Regular Certificates
shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Collateral Support Deficit so allocated
to a Class of Regular Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage
Interests evidenced thereby. The allocation of Collateral Support Deficit shall constitute an allocation of losses and other shortfalls
experienced by the Trust Fund. Reimbursement of previously allocated Collateral Support Deficit will not constitute distributions
of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates
in respect of which any such reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent
any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and previously
resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan, the amount
of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates that previously
were allocated Collateral Support Deficit, in sequential order, in each case up to the amount of the unreimbursed Collateral Support
Deficit allocated to such Class of Principal Balance Certificates.


 


(b)        On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as
a write-off to the extent of any Collateral Support Deficit, if any, allocable to such Certificates with respect to such Distribution
Date. Any such write off shall be allocated first, to the Class NR Certificates, second, to the Class G Certificates,
third, to the Class F Certificates, fourth, to the Class E Certificates, fifth, to the Class D Certificates,
sixth, to the Class C Certificates, without regard to the exchange and conversion of the Exchangeable Certificates for Class
EC Certificates, seventh, to the Class B Certificates, without regard to the exchange and conversion of the Exchangeable
Certificates for Class EC Certificates, eighth, to the Class A-S Certificates, without regard to the exchange and conversion
of the Exchangeable Certificates for Class EC Certificates, and then, pro rata (based on their respective Certificate
Balances), to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, in each case until the remaining
Certificate Balances of such Classes of Certificates have been reduced to zero.


 


(c)        With
respect to any Distribution Date, any Collateral Support Deficit allocated to a Class of Principal Balance Certificates pursuant
to Section 4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier


 



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Principal Amount of the Related Uncertificated Lower-Tier Interest with respect thereto as a write-off.


 


(d)        With
respect to each Class of Exchangeable Certificates and the Class EC Certificates, for purposes of determining allocations and distributions
under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and the Class EC Certificates and this
Section 4.04, all allocations of Collateral Support Deficit to each Class of Exchangeable Certificates for any Distribution
Date shall be determined without regard to any exchange of such Exchangeable Certificates for Class EC Certificates; provided,
however, that all amounts of Collateral Support Deficit that would otherwise be allocable to Exchangeable Certificates that
have been exchanged for Class EC Certificates shall be allocated to such Class EC Certificates, without duplication.


 


Section
4.05     Appraisal Reductions. (a) For purposes of (x) determining the Controlling Class (and
whether a Control Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes for
purposes of removal of the Special Servicer or the Senior Trust Advisor, Appraisal Reductions (with respect to a Serviced
Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Certificates (other than
the Class X, Class R and Class Z Certificates) in reverse sequential order to notionally reduce the related Certificate
Balances (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) until the
Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class NR Certificates, second,
to the Class G Certificates, third, to the Class F Certificates, fourth, to the Class E Certificates, fifth,
to the Class D Certificates, sixth, to the Class C Certificates (without giving effect to any exchange of the
Exchangeable Certificates for Class EC Certificates), seventh, to the Class B Certificates (without giving effect to
any exchange of the Exchangeable Certificates for Class EC Certificates), and eighth, to the Class A-S Certificates
(without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates). Following receipt from
the Special Servicer, the Master Servicer shall notify the Certificate Administrator of the amount of any Appraisal
Reduction with respect to each Mortgage Loan (which notification may be satisfied through delivery of such information
included in the CREFC® Loan Periodic Update File or the CREFC® Appraisal Reduction Template included in the
CREFC® Investor Reporting Package). Based on information in its possession, the Certificate Administrator shall determine
from time to time which Class of Certificates is the Controlling Class. The Certificate Administrator shall provide notice of
the identity of the Controlling Class as set forth in Section 3.28(m).


 


(b)        (i)
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second
Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred (such
Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable efforts to ensure that such
second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request and shall ensure
that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may
not be the same MAI appraiser that provided


 



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the Appraisal in respect of which the Requesting Holders are requesting the Special
Servicer to obtain an additional Appraisal).


 


(ii)   
    Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer
shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal,
any recalculation of the Appraisal Reduction is warranted, and if so warranted, the Special Servicer shall recalculate the
Appraisal Reduction based on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be
reinstated as the Controlling Class (or reinstated as if an AB Control Appraisal Period were not in existence, as applicable)
and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the
extent required by such recalculation of the Appraisal Reduction. The Holders of an Appraised-Out Class requesting any
supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent
and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class
(such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause
(i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the
Appraisal Reduction is warranted or (B) the Special Servicer recalculates the Appraisal Reduction based on the supplemental
Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal
Review Period shall be exercised by the most senior Control Eligible Certificates, if any.


 


(c)        With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and each Serviced Whole Loan as to which an Appraisal Reduction
Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Mortgage Loan (for such purposes taking
into account any amendment or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special
Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination
that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary
or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master
Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal
valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of
any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the
Certificate Administrator, the Trustee, the Senior Trust Advisor and ((i) prior to the occurrence of any Consultation Termination
Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder. Based upon such Appraisal or internal
valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and receipt of information reasonably requested
by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction that is either in the Master Servicer’s
possession or reasonably obtainable by the Master Servicer, the Special Servicer shall determine or redetermine, as applicable,
and report to the Master Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor and, ((i) prior to the
occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder,
the amount and calculation or recalculation of the Appraisal Reduction with respect to such Mortgage Loan, Companion Loan,


 



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or Serviced
Whole Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal
Reduction Template format; provided, however, that the Special Servicer shall not be liable for failure to comply
with such duties insofar as such failure results from a failure of the Master Servicer to provide sufficient information to the
Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder.
Such report shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially
Serviced Mortgage Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the
Other Servicer of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any
related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced
Mortgage Loan). If the Special Servicer is required to redetermine the Appraisal Reduction, such redetermined Appraisal Reduction
shall replace the prior Appraisal Reduction with respect to such Mortgage Loan, Companion Loan, or Serviced Whole Loan, as applicable.
Prior to the occurrence of a Consultation Termination Event and other than with respect to any Excluded Loan, the Special Servicer
shall consult with the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and
continuance of a related AB Control Appraisal Period, the holder of the related AB Subordinate Companion Loan, to the extent required
under the related Intercreditor Agreement) with respect to any Appraisal, valuation or downward adjustment in connection with an
Appraisal Reduction. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required
to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan, the related Companion
Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained
an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to
the related Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event.
Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction
with respect to such Mortgage Loan, related Companion Loan or Serviced Whole Loan; provided that the Special Servicer is
not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal
or valuation.


 


The
Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction, using reasonable efforts to deliver such
information, within four (4) Business Days following the Special Servicer’s reasonable request therefor (which request shall
be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable
Appraisal or preparation of the applicable internal valuation); provided, the Special Servicer’s failure to timely make
such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information to
the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request.


 


(d)        Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan, as applicable,
previously subject to an Appraisal Reduction, which has become a Corrected Mortgage Loan (for such purposes taking into account
any amendment or modification of such Mortgage Loan, any


 



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related Serviced Companion Loan and any Serviced Whole Loan, as applicable),
and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal
Reduction. Any Appraisal Reduction in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and
in accordance with and pursuant to the terms of the applicable Non-Serviced Pooling Agreement.


 


(e)        Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction with respect to
the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction in respect of a Serviced
AB Whole Loan shall be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the
related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until the principal balance
thereof is notionally reduced to zero by such Appraisal Reductions) and second, to the related AB Mortgage Loan. Any Appraisal
Reduction in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement
or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari
Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section
4.06    Certificate Deferred Interest.  (a) On each Distribution Date, the amount of interest
distributable to a Class of Regular Certificates (other than the Class X Certificates) shall be reduced by an amount equal to
the amount of Mortgage Deferred Interest for all Mortgage Loans for the Due Dates occurring in the related Due Period
allocated to such Class of Certificates, such Mortgage Deferred Interest to be allocated first, to the Class NR
Certificates, second, to the Class G Certificates third, to the Class F Certificates, fourth, to the
Class E Certificates, fifth, to the Class D Certificates, sixth, to the Class C Certificates (without giving
effect to any exchange of the Exchangeable Certificates for Class EC Certificates), seventh, to the Class B
Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC
Certificates), eighth, to the Class A-S Certificates (without giving effect to any exchange of the Exchangeable
Certificates for Class EC Certificates), and then pro rata (based upon Accrued Certificate Interest) to the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, in each case up to the respective Accrued
Certificate Interest for each such Class of Certificates for such Distribution Date.


 


(b)        On
each Distribution Date, the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class A-SB Certificates, Class A-S Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates and Class NR Certificates
(without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) shall be increased by the amount
of the Certificate Deferred Interest allocated to such Class of Certificates on such Distribution Date pursuant to Section 4.06(a)(i)
above.


 


(c)        With
respect to any Distribution Date, any Certificate Deferred Interest with respect to such Distribution Date allocated pursuant to
Section 4.06(a) to a Class of Principal Balance Certificates shall be allocated in reduction of the amount of interest distributable
to the Related Uncertificated Lower-Tier Interests with respect thereto. On each


 



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Distribution Date, to the extent provided in Section
4.06(b) with respect to the Related Certificates, Certificate Deferred Interest will be added to the Lower-Tier Principal Amount
of the Uncertificated Lower-Tier Interests in the same manner as the interest thereon was reduced pursuant to the preceding sentence.


 


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


 


Section 4.07     Grantor
Trust Reporting. (a) The parties intend that the portions of the Trust Fund constituting the Grantor Trust, which consists
of (i) the Excess Interest, the Excess Interest Account and proceeds thereof, and (ii) any Exchangeable Certificates that have
been exchanged and converted for Class EC Certificates, the Class EC Distribution Account and proceeds thereof, shall constitute,
and that the affairs of the Trust Fund (exclusive of the Lower-Tier REMIC and the Upper-Tier REMIC) shall be conducted so as to
qualify such portion as, a “grantor trust” under subpart E, part I of subchapter J of the Code, and the provisions
hereof shall be interpreted consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate
Administrator shall have the power to vary the investment of the Class EC and Class Z Certificateholders in the Grantor Trust
so as to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee
for execution (and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax
Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal
Revenue Service Form 1041 (or, in the event the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other
form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause and (B) furnish,
or cause to be furnished, to the Class EC and Class Z Certificateholders, their allocable share of income and expense with respect
to the Exchangeable Certificates and the Class EC Distribution Account, and the Excess Interest and Excess Interest Distribution
Account, respectively, in the time or times and in the manner required by the Code.


 


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


 



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


 


(d)        The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any
penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each holder
of Class Z or Class EC Certificates, by acceptance of its interest in such class of securities, will be deemed to have agreed to
provide the Certificate Administrator with information regarding any sale of such securities, including the price, amount of proceeds
and date of sale. Absent receipt of information regarding any sale of Class Z or Class EC Certificates, including the price, amount
of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there
is no secondary market trading of WHFIT interests.


 


(e)        To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class Z Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent
the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate
Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section 4.08     Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The Certificate Administrator
shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial owners
of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the Statement
to Certificateholders, (B) the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available
pursuant to Section 3.15(b), the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties
or (C) the Senior Trust Advisor relating to the Senior Trust Advisor Annual Report or actions by the Special Servicer referenced
in any Senior Trust Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto.
Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator or the Senior Trust Advisor,
as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer
or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate
person (in the case of the Master Servicer to the following:


 



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REAM_InvestorRelations@wellsfargo.com), in each case within a commercially
reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Senior Trust Advisor, as applicable, unless such party determines not to answer such Inquiry
as provided below, shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer or the Senior Trust Advisor,
as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a
Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator
shall not be responsible for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator
shall post (within a commercially reasonable period of time following preparation or receipt of such answer, as the case may be)
such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Master
Servicer, the Special Servicer or the Senior Trust Advisor determines, in its respective sole discretion, that (i) any Inquiry
is beyond the scope of the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust Fund
and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan
documents or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional
cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Senior Trust Advisor, as applicable,
(v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for
any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the Master Servicer, the Special
Servicer or the Senior Trust Advisor, shall promptly notify the Certificate Administrator of such determination. In addition, no
party shall post or otherwise disclose any direct communications with the Directing Certificateholder as part of its response to
any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will
not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered shall
include the following statement: “Because the Pooling and Servicing Agreement provides that the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor shall not answer an Inquiry if it determines, in its respective
sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii)
answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry
would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially
increase the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or Senior Trust Advisor, as applicable, (v) answering any Inquiry would require the disclosure
of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may
be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator or the Senior Trust Advisor
has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent,
and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of
the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Senior
Trust Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor Q&A Forum
and no such party shall have


 



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any responsibility or liability for the content of any such information. The Certificate Administrator
shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate
Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not
reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s Website. Notwithstanding
the foregoing, the Senior Trust Advisor shall not be required to respond to any Inquiries from Certificateholders for which its
response would require the Senior Trust Advisor to provide information to such inquiring Certificateholders that they are otherwise
not entitled to receive under the terms of this Agreement.


 


(b)        The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b)
it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry
for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry. Such
Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email address,
as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate
Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within
forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The
Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry,
or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance
of a waiver and disclaimer for access to the Investor Registry.


 


(c)        The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Statements to
Certificateholders, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports
prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries
that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to
submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level
reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer
to the following: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special Servicer,
as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email to the Certificate
Administrator. The 17g-5 Information


 



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Provider shall post (within a commercially reasonable period of time following receipt of
such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the Rating Agency
Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry may be
posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate
Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any
Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan documents,
(ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege
with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase the
duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, determines
in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the performance
of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator,
Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency
Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5 Information Provider
shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum
and Document Request Tool. The 17g-5 Information Provider will not be liable for the failure by any other such Person to so answer.
Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO.
Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall
not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any of their respective Affiliates
will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall
have any responsibility or liability for the content of any such information. The 17g-5 Information Provider shall not be required
to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information
Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document
Request Tool will not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s
Website.


 


[End of Article IV]


 


Article
V



THE CERTIFICATES


 


Section 5.01     The
Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1
through and including A-19, with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or
convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification
and such legends or


 



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endorsements placed
thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof. The Class X Certificates will be issuable only in minimum Denominations of authorized
initial Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Offered Certificates
(other than the Class X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations of authorized
initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered
Certificates (other than the Class X-C, Class X-D, Class R and Class Z Certificates) will be issuable in minimum Denominations
of authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If the
Original Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal an integral multiple of $1.00,
then a single additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance
or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial Notional
Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The Class
R and Class Z Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R or
Class Z Certificates and in integral multiples of 1% in excess thereof.


 


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


 


Section 5.02     Form
and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective
registration statement under the Securities Act, and effective registration or qualification under applicable state securities
laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by
the Depositor to an Affiliate thereof or by the Initial Purchasers to LNR Securities Holdings, LLC) is to be made in reliance
upon an exemption from the Securities Act, and under the applicable state securities laws, then either:


 


(a)        Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate in definitive, fully
registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After


 



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the expiration of the Restricted Period,
a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation
S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section
5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S.
Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial
interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless
exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld or refused.
The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry Certificate may
from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the
Depository, as hereinafter provided.


 


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


 


(b)        Certificates
of each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under
the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with
the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name
of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from
time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository,
as hereinafter provided.


 


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


 


(d)        Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the


 



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Depository advises the Certificate Registrar in writing that the Depository is no longer willing or
able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within ninety
(90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary
Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii)
above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such Book-Entry Certificate),
and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under
this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial
ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository
and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to action taken
by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements
to the Depository or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates
through the Depository Participants in accordance with the Depository’s procedures.


 


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


 


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


 






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


 


(d)        Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate
of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery
thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the rules and procedures
of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S
Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07
hereof, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing
the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Certificate in
an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in
accordance with the Depository’s procedures containing information regarding the participant account of the Depository to
be credited with such increase and (3) a certificate in the form of Exhibit J hereto


 



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given by the holder of such beneficial
interest stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions applicable to
the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled
to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without
any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such
effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the
Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged
or transferred.


 


(e)        Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such holder
may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest
in the Regulation S Book-Entry Certificate, information regarding the participant account of the Depository to be debited with
such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto
given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation
S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is
a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit
C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an “Investment
Representation Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the


 



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Certificate Balance of the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate
Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of
the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit,
or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)        Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests
in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation
S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the
Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)        Non-Book
Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than a Class R Certificate)
wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the
same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of


 



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(1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial
interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate
to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited
with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate
is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto (in the event that the applicable
Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that
the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar, shall
cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and
deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by
such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate
Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to
the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to
the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor
(which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument
as may be reasonably required by the Depository to effect such exchange.


 


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


 


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


 


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


 


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


 



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Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 


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


 


(m)        With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer to
the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit
F-1 attached hereto, to the effect that such proposed purchaser or transferee is not (A) an employee benefit plan subject to
the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined
in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section
410(d) of the Code or any other plan subject to any federal, state or local law (“Similar Law”) which is, to
a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a person
acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason
of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by
Section 3(42) of ERISA), other than an insurance company using the assets of its general account under circumstances whereby the
purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject
to Similar Law, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate which may be held only by
a person not described in clauses (A) or (B) above, is presented for registration in the name of a purchaser or transferee
that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute
or result in a non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or a non-exempt
violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Initial Purchasers, the Underwriters, the Senior Trust Advisor or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the
Agreement. The Trustee and Certificate Administrator shall not register the sale, transfer, pledge or other disposition of any
ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the representation letter described
in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing representation
letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Initial Purchasers, the Underwriters, the Senior Trust Advisor or the Trust Fund. Each Certificate
Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not a Person specified in clauses (i)(A)
or (i)(B) above. Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute
or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would


 



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otherwise violate the
provisions of this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent permitted under
applicable law.


 


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


 


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


 


(i)        Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)       No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the
express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such
proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of
any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid
its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder
of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (3) the
proposed transferee intends to pay taxes associated with holding the Residual


 



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Ownership Interest as they become due, (4) the proposed
transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person,
(5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee
Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting
as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed
transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(n) and (y) other than in
connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially in
the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed transferor has no actual
knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed
transferee’s statements therein are false.


 


(iii)      Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than sixty (60) days after a request for information from the transferor of such Residual Ownership
Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be
required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar,
the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such
agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing such information.


 


(o)        The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(p)        Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding.
If the Certificate Administrator does withhold any amount from interest or original issue discount payments or advances thereof
to any Certificateholder or payee pursuant to federal withholding requirements,


 



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the Certificate Administrator shall indicate the
amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes of this
Agreement.


 


Section 5.04     Mutilated,
Destroyed, Lost or Stolen Certificates. If  (a) any mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there
is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then, in the
absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and interest in the Trust Fund. In connection with the issuance of any new Certificate
under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including
the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section
5.04 shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether
or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05     Persons
Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and neither the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor any agent of
any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a party
to this Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders
has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement or other information
to such beneficial owner (or prospective transferee).


 


Section 5.06     Access
to List of Certificateholders’ Names and Addresses; Special Notices. The Certificate Registrar shall maintain in as current
form as is reasonably practicable the most recent list available to it of the names and addresses of the Certificateholders. If
any Certificateholder that has provided an Investor Certification (a) requests in writing from the Certificate Registrar a list
of the names and addresses of Certificateholders, (b) states that such Certificateholder desires to communicate with other Certificateholders
with respect to its rights under this Agreement or under the Certificates and (c) provides a copy of the communication which such
Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days after the receipt
of such request, afford such Certificateholder (at such Certificateholder’s sole cost and expense) access during normal
business hours to a current list of the Certificateholders related to the Class of Certificates held by such Certificateholder.
Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable
by reason of the disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source
from which such information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Senior Trust Advisor and the Depositor shall be


 



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entitled to a list of the names and addresses of Certificateholders from time
to time upon request therefor.


 


Upon the written request
of any Certificateholder that (a) has provided an Investor Certification, (b) states that such Certificateholder desires the Certificate
Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted by other
Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact (a
“Special Notice”) and (c) provides a copy of the Special Notice which such Certificateholder proposes to transmit,
the Certificate Administrator shall deliver such Special Notice to all Certificateholders at their respective addresses appearing
on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering any such Special
Notice shall be borne by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate,
agrees that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure
of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


Section 5.07     Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or agencies
where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Certificate
Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially designates its
office at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113 as its office for such purposes. The Certificate
Registrar shall give prompt written notice to the Certificateholders and the Mortgagors of any change in the location of the Certificate
Register or any such office or agency.


 


Section 5.08     Appointment
of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially appointed Certificate Administrator
in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated, the Trustee shall appoint
a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate
Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)        The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)        The
Certificate Administrator, at the expense of the Trust Fund (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith.


 






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(d)        The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)        The
Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)        The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


 


Section 5.09     Exchangeable
Certificates and the Class EC Certificates.   (a) Holders of Exchangeable Certificates may surrender their Certificates to the Certificate Administrator and the Certificate
Administrator shall convert those Exchangeable Certificates for a like amount of Class EC Certificates in accordance with the
terms of this Section 5.09 and the other applicable provisions of Article V hereof. Similarly, Holders of the Class EC
Certificates may surrender their Certificates to the Certificate Administrator and the Certificate Administrator shall exchange
and convert those Certificates for a like amount of the related Classes of Exchangeable Certificates in accordance with the terms
of this Section 5.09 and the other applicable provisions of Article V hereof.


 


Exchangeable Certificates
in the Exchange Proportion may be exchanged and converted for Class EC Certificates and Class EC Certificates may be exchanged
and converted for all three Classes of Exchangeable Certificates in the Exchange Proportion, in each case, in whole or in part.
This process may occur repeatedly. In the event that the Certificate Balance of any Class of Exchangeable Certificates is reduced
to zero as a result of such Class being paid all interest and principal in full and reimbursement of Collateral Support Deficits,
exchanges and conversions shall no longer be permissible. With respect to any exchange and conversion, all three Classes of Exchangeable
Certificates shall be required in order to exchange and convert such Exchangeable Certificates to Class EC Certificates and Class
EC Certificates can be exchanged and converted to all three Classes of Exchangeable Certificates, such exchange and conversion
being calculated using the initial Certificate Balances of the individual Certificates being exchanged and converted (rather than
the outstanding Certificate Balance), in each case, in the applicable Exchange Proportion. The aggregate Certificate Balance of
the Certificates (with each Class rounded down to the nearest whole dollar) received after an exchange and conversion, immediately
after the exchange and conversion, must equal the aggregate Certificate Balance of the Certificates (with each Class rounded down
to the nearest whole dollar) surrendered for exchange and conversion immediately prior to such exchange and conversion. Each Class
of Exchangeable Certificates exchanged and converted or received in any exchange and conversion must be at least its minimum Denomination
set forth in Section 5.01.


 


Class EC Certificates
will only receive distributions of interest and principal and other amounts that are allocated to the Exchangeable Certificates
exchanged for and converted to such Class EC Certificates. Any Collateral Support Deficits or other shortfalls, including as a
result of Appraisal Reduction Events, allocated to Exchangeable Certificates that were


 



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


 


Exchangeable Certificates
that have been exchanged for and converted to Class EC Certificates shall be deemed to be held by the Trustee in uncertificated
form and, for tax purposes, as assets of the Grantor Trust, and shall be deemed to be outstanding for all purposes in accordance
with the terms of this Agreement.


 


(b)        Exchangeable
Certificates shall be exchangeable on the books of the Depository for Class EC Certificates, and Class EC Certificates shall be
exchangeable on the books of the Depository for Exchangeable Certificates, after the Closing Date (other than any exchanges on
the Closing Date pursuant to instructions from the Depositor). In order to effect an exchange of the Exchangeable Certificates
or Class EC Certificates, the Certificateholder shall notify the Certificate Administrator by e-mail at cts.cmbs.bond.admin@wellsfargo.com
no later than three (3) Business Days before the proposed date for the exchange and conversion (the “Exchange Date”).
The Exchange Date can be any Business Day other than the first or last Business Day of the month, subject to the satisfaction of
the Certificate Administrator.


 


(c)        With
respect to the notice required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s
letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP Number(s)
of the Exchangeable Certificates or Class EC Certificate to be exchanged and converted and the Exchangeable Certificate or the
Class EC Certificates to be received, (ii) the outstanding principal balance of the initial Certificate Balance of the Exchangeable
Certificates or the Class EC Certificates to be exchanged and converted, (iii) the Certificateholder’s Depository participant
number, if applicable, and (iv) the proposed Exchange Date. The Certificateholder will utilize the “deposit and withdrawal
system” at the Depository to affect the exchange and conversion of the Certificates. A notice becomes irrevocable on the
second (2nd) Business Day before the proposed exchange date.


 


(d)        In
connection with each exchange, the Certificateholder may be required to pay certain fees charged by DTC and such fees must be received
by the Certificate Administrator prior to the exchange date or such exchange shall not be effected. The first distribution on an
Exchangeable Certificate or Class EC certificates shall be made in the month following the month of exchange to the Certificateholder
of record as of the applicable Record Date for such certificate. Neither the Certificate Administrator nor the Depositor shall
have any obligation to ensure the availability of the applicable certificates to accomplish any exchange.


 


[End of Article V]


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Senior Trust Advisor AND THE DIRECTING CERTIFICATEHOLDER


 


Section 6.01     Liability
of the Depositor, the Master Servicer, the Senior Trust Advisor and the Special Servicer.   The Depositor, the Master Servicer
(including in its capacity


 



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as Companion Paying Agent), the Senior Trust Advisor and the Special Servicer shall be liable in accordance
herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Senior Trust Advisor and the Special Servicer herein.


 


Section 6.02     Merger,
Consolidation or Conversion of the Depositor, the Master Servicer, the Senior Trust Advisor or the Special Servicer.  (a) Subject
to subsection (b) below, the Depositor, the Master Servicer and the Special Servicer each will keep in full effect its
existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation or organization, and each
will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which such qualification
is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage
Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)        The
Depositor, the Master Servicer, the Special Servicer and the Senior Trust Advisor each may be merged or consolidated with or into
any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets
related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be) to any Person, in which
case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer, the Special Servicer or
the Senior Trust Advisor shall be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, the
Special Servicer or the Senior Trust Advisor, shall be the successor of the Depositor, the Master Servicer, the Special Servicer
or the Senior Trust Advisor (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing
cases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper
(other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor,
the Master Servicer, the Special Servicer or the Senior Trust Advisor, as the case may be, in accordance with the terms of this
Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each
Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities,
a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in
Section 3.30); provided, further, that if the Master Servicer, the Special Servicer or the Senior Trust Advisor
enters into a merger and the Master Servicer, the Special Servicer or the Senior Trust Advisor, as applicable, is the surviving
entity under applicable law, the Master Servicer, the Special Servicer or the Senior Trust Advisor, as applicable, shall not, as
a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates
or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for
so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other Securitization,
is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or the Senior Trust
Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion
or


 



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other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master
Servicer, the Special Servicer or the Senior Trust Advisor, as applicable, in writing that the Depositor or the depositor in such
Other Securitization, as the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting
obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance),
then it shall be an additional condition to such succession that the Depositor or the depositor in such Other Securitization, as
the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding
the foregoing, no Master Servicer, Special Servicer or Senior Advisor may remain the Master Servicer, Special Servicer or Senior
Trust Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited
Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to
the extent (i) the Master Servicer, the Special Servicer or Senior Trust Advisor, as applicable, is the surviving entity of such
merger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder
or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If,
within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization,
as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify the
Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s
determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute
a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate,
and if the conditions set forth in the third proviso of the second preceding sentence are not met the Trustee shall terminate,
the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the
manner set forth in Section 7.01.


 


Section 6.03     Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor and Others. (a) None of
the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Senior Trust
Advisor and their respective Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders or the Companion Holders for
any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that (i) this provision shall not protect the Depositor, the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Senior Trust Advisor and their respective Affiliates or any such
Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason
of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Senior Trust Advisor and their respective Affiliates and any partner, director, officer, shareholder, member, manager, employee
or agent of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer or
the Senior Trust Advisor and their respective Affiliates may rely on any document of any kind which, prima facie, is properly
executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Master 


 



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Servicer (including in its capacity as
Companion Paying Agent), the Special Servicer and the Senior Trust Advisor and their respective Affiliates and any partner, director,
officer, shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the
Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses incurred in connection with any legal or administrative action (whether in equity
or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss,
liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection
with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or
negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations
or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers,
employees and agents, incurred in connection with any violation by any of them of any state or federal securities law. In addition,
absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate Administrator
shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage
and regardless of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer and the Senior Trust Advisor conclusively may rely on, and shall be protected in acting or refraining from acting upon,
any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper
format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer or the Senior Trust Advisor to be genuine
and to have been signed or presented by the proper party or parties and each of them may consult with counsel, in which case any
written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any action
taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)        None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer and the Senior
Trust Advisor shall be under any obligation to appear in, prosecute or defend any legal or administrative action (whether in equity
or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement or which in
its opinion may involve it in any expense or liability not recoverable from the Trust Fund; provided, however, that
each of the Depositor, the Master Servicer, the Special Servicer or the Senior Trust Advisor may in its discretion undertake any
such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders (and, in the case of any Serviced Whole Loan, the
rights of the Certificateholders and the holders of a Serviced Companion Loan (as a collective whole) taking into account the subordinate
or pari passu nature of such Serviced Companion Loan); provided, however, that if a Serviced Whole Loan and/or
the holder of any related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related
to the applicable Serviced Whole Loan in accordance with the related Intercreditor Agreement and will also be payable out of the
other funds in the Certificate Account if amounts on deposit with


 



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respect to such Serviced Whole Loan are insufficient therefor.
If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage
Loan or Companion Loan, as applicable, will be used to reimburse the Trust for any amounts advanced for the payment of such expenses,
costs or liabilities. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer (including
in its capacity as Companion Paying Agent), the Special Servicer and the Senior Trust Advisor shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans or the Companion Loans on deposit in the Certificate Account (including,
without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)        Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholder, the Certificate Administrator, the Senior Trust Advisor, the Master Servicer (including in its
capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case of the Master
Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold
them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a
result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master
Servicer or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any
representations or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Trustee, the
Certificate Administrator, the Depositor, or the Senior Trust Advisor, as the case may be, shall immediately notify the
Master Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement or
the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer,
as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee, the
Certificate Administrator or the Depositor) and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.
Any failure to so notify the Master Servicer or the Special Servicer, as the case may be, shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Master Servicer’s or
the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


 


(d)        Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Senior Trust Advisor and the Trust
and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Trustee or the Certificate Administrator, respectively, in the performance of its obligations and duties under
this Agreement or by reason


 



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of negligent disregard by the Trustee or the Certificate Administrator, respectively, of its duties
and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity
shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the Special Servicer or the Senior Trust
Advisor, as the case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is
made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon
the Trustee or the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer or the Senior Trust
Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate
Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)        The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Senior Trust Advisor and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith
or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or
warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor, as the case may be,
shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the
Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in
its capacity as Companion Paying Agent) or the Special Servicer) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons may
have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim is
materially prejudiced thereby.


 


(f)        The
Senior Trust Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Depositor and the Trust and any partner, director, officer, shareholder,
member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of
them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Senior Trust Advisor, in
the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Senior Trust Advisor
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity


 



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shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, or the Depositor, as the case may be, shall immediately notify the Senior Trust Advisor if a claim
is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,
whereupon the Senior Trust Advisor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator or the
Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Senior Trust Advisor shall
not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Senior
Trust Advisor’s defense of such claim is materially prejudiced thereby.


 


(g)        Neither
the Senior Trust Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Senior Trust Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Senior Trust Advisor against any liability which would otherwise be imposed by reason
of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)        The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator, Non-Serviced Senior
Trust Advisor, Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective partners, directors, officers, shareholders,
members, managers, employees or agents and the Non-Serviced Trust (collectively, the “Non-Serviced Indemnified Parties”),
shall be indemnified by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable
Non-Serviced Intercreditor Agreement) of any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees
and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with the servicing and
administration of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property (or with respect to the Non-Serviced
Senior Trust Advisor, incurred in connection with the provision of services for the Non-Serviced Mortgage Loan) under the applicable
Non-Serviced Pooling Agreement, other than any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other losses, liabilities or expenses incurred by reason of any Non-Serviced Indemnified Party’s
willful misconduct, bad faith, fraud or negligence in the performance of its duties or by reason of negligent disregard of its
obligations and duties under the applicable Non-Serviced Pooling Agreement or the applicable Non-Serviced Intercreditor Agreement.


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator or the Senior Trust Advisor.


 


Section 6.04     Depositor,
Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.02, neither the Master Servicer
nor the Special Servicer


 



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shall resign from their respective obligations and duties hereby imposed on each of them except upon
(a) determination that such party’s duties hereunder are no longer permissible under applicable law or (b) in the case of
the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such appointment by, a successor master
servicer or special servicer, as applicable, and receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30). Any such determination permitting the
resignation of the Master Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion
of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (prior to the occurrence of a Consultation
Termination Event) the Directing Certificateholder. No such resignation by the Master Servicer or the Special Servicer shall become
effective until the Trustee or a successor master servicer or successor special servicer, as applicable, shall have assumed the
Master Servicer’s or Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section
7.02 and no such resignation by the Master Servicer or the Special Servicer shall become effective until the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the
Master Servicer or the Special Servicer, pursuant to this Section 6.04, the Master Servicer or the Special Servicer, as
applicable, shall have the right and opportunity to appoint any successor master servicer or special servicer with respect to
this Section 6.04; provided that, (prior to the occurrence and continuance of a Control Event) such successor special
servicer is approved by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall
pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 6.04. Except as provided in Section 7.01(c), in no event
shall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer or special servicer
if such Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.05     Rights
of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not obligated to, enforce
the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform, or cause
a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise the rights
of the Master Servicer or Special Servicer, as applicable, hereunder; provided, however, that the Master Servicer
and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such performance
by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action or failure to act
by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee, the Master Servicer,
the Senior Trust Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.06     The
Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate thereof
may become the Holder of (or,


 



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in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with
(except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it were
not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.07     The
Directing Certificateholder.     (a) Other than with respect to any Serviced AB Whole Loan for which the related holder of an AB
Subordinate Companion Loan is not subject to an AB Control Appraisal Period, for so long as no Control Event has occurred and
is continuing, the Directing Certificateholder shall be entitled to advise (1) the Special Servicer with respect to all Specially
Serviced Mortgage Loans other than any Excluded Loan, (2) the Special Servicer with respect to Non-Specially Serviced Mortgage
Loans other than any Excluded Loan, as to all matters for which the Master Servicer must obtain the consent or deemed consent
of the Special Servicer relating to a Major Decision, and (3) the Special Servicer with respect to all Mortgage Loans other than
any Excluded Loan, for which an extension of maturity is being considered by the Special Servicer or by the Master Servicer subject
to consent or deemed consent of the Special Servicer, and notwithstanding anything herein to the contrary, except as set forth
in, and in any event subject to the second and third paragraphs of this Section 6.07, (i) the Master Servicer, solely to
the extent it is permitted to take any of the following actions (each a “Major Decision”) as provided for in
the first proviso following the Major Decisions listed below, shall not be permitted to process any Major Decision unless it has
obtained the consent of the Special Servicer and (ii) with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan or any Excluded Loan), and any Serviced Whole Loan, for so long as no Control Event has occurred and is continuing, the Special
Servicer shall not be permitted to consent to the Master Servicer’s taking any of the following actions nor will the Special
Servicer itself be permitted to take any of the following actions as to which the Directing Certificateholder has objected in
writing within ten (10) Business Days (or thirty (30) days with respect to clause (x) below) after receipt of the written
recommendation and analysis (provided that if such written objection has not been received by the Special Servicer within
such ten (10) Business Day (or thirty (30) day) period, then the Directing Certificateholder will be deemed to have approved such
action):


 


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


 


(ii)       any
modification, consent to a modification or waiver of a monetary term or material non-monetary term (including, without limitation,
the timing of payments and acceptance of discounted payoffs but excluding waiver of Default Interest or late payment charges) of
a Mortgage Loan or any extension of the maturity date of any Mortgage Loan;


 


(iii)      any
sale of a Defaulted Mortgage Loan and any related defaulted Companion Loan or any REO Property (other than in connection with the
termination of the Trust) for less than the applicable Purchase Price;


 


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


 






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


 


(vi)       any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or any consent
to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgagor or consent to the incurrence of
additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under
the related loan agreement;


 


(vii)      any
property management company changes (with respect to a Mortgage Loan with a Stated Principal Balance greater than $2,500,000) or
franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve under the Mortgage Loan
documents;


 


(viii)     releases
of any material amounts from any escrows, 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 and for which there is no lender discretion (and
other than those that are Special Servicer Decisions);


 


(ix)       any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor releasing
a Mortgagor or guarantor from liability under a Mortgage Loan other than pursuant to the specific terms of such Mortgage Loan and
for which there is no lender discretion;


 


(x)        any
determination of an Acceptable Insurance Default;


 


(xi)       any
exercise of a material remedy with respect to a Mortgage Loan following a default or event of default under the related Mortgage
Loan documents;


 


(xii)      any
modification, consent to a modification or waiver of any material term of any Intercreditor Agreement or similar agreement related
to a Mortgage Loan, or any action to enforce rights with respect thereto; and


 


(xiii)     any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the mortgagee’s approval is required under the related Mortgage Loan documents;


 


provided, however, that notwithstanding
the foregoing, the Master Servicer and Special Servicer may mutually agree, as contemplated by Section 3.20(a) of this Agreement,
that the Master Servicer shall process and obtain the prior consent of the Special Servicer with respect to any of the Major Decisions
with respect to any Non-Specially Serviced Mortgage Loan and, whether processed by the Master Servicer or not, with respect to
a Major Decision in connection with a Non-Specially Serviced Mortgage Loan, the Master Servicer and the Special Servicer shall
each be entitled to 50% of any Excess Modification Fees and assumption, consent and earnout fees (other than the assumption application
fees and defeasance fees) paid in connection with such matters; provided, further, that, in the event that the Special
Servicer or Master Servicer (in the


 



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event the Master Servicer is otherwise authorized by this Agreement to take such action), as
applicable, determines that immediate action, with respect to the foregoing matters, or any other matter requiring consent of the
Directing Certificateholder prior to the occurrence and continuance of a Control Event in this Agreement (or any matter requiring
consultation with the Directing Certificateholder or the Senior Trust Advisor), is necessary to protect the interests of the Certificateholders
(or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion
Loan) (as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as the case
may be)), the Special Servicer or Master Servicer, as applicable may take any such action without waiting for the Directing Certificateholder’s
response (or without waiting to consult with the Directing Certificateholder or the Senior Trust Advisor, as the case may be),
provided that the Special Servicer or Master Servicer, as applicable provides the Directing Certificateholder (or the Senior
Trust Advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation of the
basis therefor. The Special Servicer is not required to obtain the consent of the Directing Certificateholder for any of the foregoing
actions after the occurrence and during the continuance of a Control Event; provided, however, that, after the occurrence
and during the continuance of a Control Event but, with respect to the Directing Certificateholder only, prior to the occurrence
of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder in connection with
any Major Decision not relating to any Excluded Loan (and any other actions which otherwise require consultation with the Directing
Certificateholder prior to a Consultation Termination Event hereunder) and consider alternative actions recommended by the Directing
Certificateholder, in respect thereof. In the event the Special Servicer receives no response from the Directing Certificateholder
within 10 days following its written request for input on any required consultation, the Special Servicer shall not be obligated
to consult with the Directing Certificateholder on the specific matter; provided, however, that the
failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the Directing
Certificateholder on any future matters with respect to the applicable Mortgage Loan or any other Mortgage Loan. With respect to
any Excluded Special Servicer Loan (that is also not an Excluded Loan), if any, the Directing Certificateholder (prior to the occurrence
and continuance of a Control Event) shall select an Excluded Special Servicer with respect to such Excluded Special Servicer Loan.
In addition, after the occurrence and during the continuance of a Control Event and with respect to any Serviced AB Mortgage Loan,
after the occurrence and during the continuation of both a Control Event and an AB Control Appraisal Period, the Special Servicer
shall also consult with the Senior Trust Advisor in connection with any proposed Major Decision (and any other actions which otherwise
require consultation with the Senior Trust Advisor after the occurrence and during the continuance of a Control Event hereunder)
and consider alternative actions recommended by the Senior Trust Advisor, in respect thereof, provided that such consultation
is on a non-binding basis. In the event that the Special Servicer receives no response from the Senior Trust Advisor within ten
(10) days following the later of (i) its written request for input on any required consultation and (ii) delivery of all such additional
information reasonably requested by the Senior Trust Advisor related to the subject matter of such consultation, the Special Servicer
shall not be obligated to consult with the Senior Trust Advisor on the specific matter; provided, however, that the
failure of the Senior Trust Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation
to consult with the Senior Trust Advisor on any future matter with respect to the applicable


 



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Mortgage Loan or any other Mortgage
Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Event
has occurred and is continuing), the Special Servicer shall consult with the Senior Trust Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Senior Trust
Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.07 for consulting with the Senior
Trust Advisor.


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Event has occurred and is continuing, the Directing
Certificateholder subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with respect to
the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special Servicer
to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder may
deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the contrary,
no such direction or objection contemplated by the preceding paragraph or this paragraph, may require or cause the Master Servicer
or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor
agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the
rights of the holders of the related Companion Loan), including without limitation the obligation of the Master Servicer and the
Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Certificate
Administrator, the Senior Trust Advisor, the Trust Fund or the Trustee to liability, or materially expand the scope of the responsibilities
of the Master Servicer or the Special Servicer, as applicable, hereunder or cause the Master Servicer or the Special Servicer,
as applicable, to act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer,
as applicable, is not in the best interests of the Certificateholders.


 


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any advice
from the Directing Certificateholder, would cause the Special Servicer or Master Servicer, as applicable, to violate the terms
of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special Servicer
or Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder,
the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The
taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of
or approval of the Directing Certificateholder that does not violate the terms of any Mortgage Loan, applicable law or the Servicing
Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer or the
Special Servicer.


 


The Directing Certificateholder
shall have no liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of
any action, or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected
against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless
disregard of obligations or duties


 



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owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders
of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class
of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust Fund or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced Pooling Agreement including the Holders of the controlling class under such Non-Serviced Pooling Agreement
over other Classes of the Certificates, and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced
Whole Loan, may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests
of the Holders of the controlling class under the related Non-Serviced Pooling Agreement, that such Non-Serviced Whole Loan Controlling
Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the
controlling class under the related Non-Serviced Pooling Agreement, and that the Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may take
any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, or
any director, officer, employee, agent or principal thereof for having so acted.


 


(b)        Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Event (and at any time
with respect to any Excluded Loan), the Directing Certificateholder shall have no right to consent to or direct any action taken
or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control Event but prior
to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall remain entitled to receive any notices,
reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, Special Servicer and any other
applicable party shall consult with the Directing Certificateholder (other than with respect to any Excluded Loan) in connection
with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence of a Consultation
Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder shall have


 



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no direction,
consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports
or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


 


[End of Article VI]


 


Article
VII



SERVICER TERMINATION EVENTS


 


Section 7.01     Servicer
Termination Events; Master Servicer and Special Servicer Termination.   (a) “Servicer Termination Event,”
wherever used herein, means any one of the following events:


 


(i)        (A)
any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Certificate Account, or
remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such
deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one
(1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit
into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m.
(New York City time) on the relevant Distribution Date; or


 


(ii)       any
failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after the day such deposit is required
to be made or to remit to the Master Servicer for deposit into the Certificate Account or any other required account hereunder,
any amount required to be so deposited or remitted by the Special Servicer within one (1) Business Day after the day such amount
is required to be deposited or remitted pursuant to, and at the time specified by, the terms of this Agreement; or


 


(iii)      any
failure on the part of the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its
other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days (or (A)
with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Master Servicer’s
or Special Servicer’s obligations, as applicable, contemplated by Article XI, (B) fifteen (15) days in the case of
the Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15) Business Days in the case of a failure to pay
the premium for any property insurance policy required to be maintained) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given (A) to the Master Servicer or the Special Servicer, as the case may be,
by any other party hereto, or (B) to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other
party to this Agreement, by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% or, solely
as it relates to the servicing of a Serviced Pari Passu Whole Loan, by the related Serviced Companion Noteholder(s); provided,
however, if such failure is capable of


 



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being cured and the Master Servicer or Special Servicer, as applicable, is diligently
pursuing such cure, such period will be extended an additional thirty (30) days; provided, further, however,
that such extended period will not apply to the obligations regarding Exchange Act reporting; or


 


(iv)       any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in Section 3.23
or Section 3.24, as applicable, which materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holders of any Non-Serviced Companion Loan(s)) and which continues unremedied for a period
of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to
the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee,
or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of
Certificates evidencing Percentage Interests aggregating not less than 25% or, solely as it relates to the servicing of a Serviced
Pari Passu Whole Loan, by the related Serviced Companion Noteholder(s); provided, however, that if such breach is
capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such 30-day
period will be extended an additional thirty (30) days; or


 


(v)        a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or the Special
Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of sixty (60)
days; or


 


(vi)       the
Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


 


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


 


(viii)     any
of Moody’s, KBRA or DBRS has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates,
or (B) placed one or more Classes of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal
(and such qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn within sixty
(60) days) and, in the case of either


 



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of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer or Special
Servicer, as applicable, as the sole or a material factor in such rating action; or


 


(ix)       the
Master Servicer or Special Servicer is no longer rated at least “CMS3” or “CSS3”, respectively, by Fitch
and such Master Servicer or Special Servicer is not reinstated to at least that rating within sixty (60) days of the delisting.


 


(b)        If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such
case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the written
direction of ((i) prior to the occurrence and continuance of a Control Event and (ii) other than with respect to any Excluded Loan)
the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled to at least
25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master
Servicer or the Special Servicer, as applicable, upon five (5) Business Days’ written notice if there is a Servicer Termination
Event under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such notice to the Depositor
and the Senior Trust Advisor, all of the rights (subject to Section 3.11 and Section 6.03) and obligations of the
Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder
or Companion Holder, if applicable); provided, however, that the Affected Party shall be entitled to the payment
of accrued and unpaid compensation and reimbursement through the date of such termination as provided for under this Agreement
for services rendered and expenses incurred. From and after the receipt by the Affected Party of such written notice except as
otherwise provided in this Article VII, all authority and power of the Affected Party under this Agreement, whether with
respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be
vested in the Trustee with respect to a termination of the Master Servicer or the Special Servicer pursuant to and under this Section
7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the
expense of the Affected Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the
transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer and Special
Servicer each agree that if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later
than twenty (20) Business Days subsequent to its receipt of the notice of termination) provide the Trustee with all documents and
records requested by it to enable it to assume the Master Servicer’s or the Special Servicer’s, as the case may be,
functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s or the Special
Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section 6.03) hereunder,
including, without limitation, the transfer within five (5) Business Days to the Trustee for administration by it of all cash amounts
which shall at the time be or should have been credited by the Master Servicer to the Certificate Account or any Servicing Account
(if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received
with respect to the Mortgage Loans or any REO Property (provided, however, that the Master Servicer and the Special
Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect
to the Special Servicer), continue to be entitled to


 



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receive all amounts accrued or owing to it under this Agreement on or prior
to the date of such termination, whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or
otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and its Affiliates
shall continue to be entitled to the benefits of Section 3.11 and Section 6.03 notwithstanding any such termination).


 


(c)        If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii) or (ix), the Master Servicer shall have a forty-five (45) day period after such notice in which
to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.02 and Section
7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement. During such forty-five
(45) day period the Master Servicer may continue to serve as Master Servicer hereunder. In the event that the Master Servicer is
unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume the duties of the Master
Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.


 


Notwithstanding Section
7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the
holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the holder of
such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari
Passu Whole Loan. Any Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari Passu Mortgage
Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person
(or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. Any
such Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements
of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section
7.02. Any appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of
Rating Agency Confirmation and confirmation from the rating agencies that such appointment or replacement will not result in the
downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.30).


 


(d)        Subject
to the rights of the holder of any AB Subordinate Companion Loan related to a Serviced AB Whole Loan pursuant to the related Intercreditor
Agreement, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder shall be entitled to terminate
the rights (subject to Section 3.11 and Section 6.03) and obligations of the Special Servicer under this Agreement,
(A) for cause at any time and (B) without cause if either (i) LNR Partners, LLC or its Affiliate is no longer the Special Servicer
or (ii) LNR Securities Holdings, LLC or its Affiliate owns less than 25% of the then Controlling Class Certificates, upon ten (10)
Business Days’ notice to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Senior
Trust Advisor; such termination to be effective upon


 



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the appointment of a successor special servicer meeting the requirements of
this Section 7.01(d). Upon a termination of such Special Servicer, the Directing Certificateholder (other than with respect
to any Excluded Loan) shall appoint a successor special servicer; provided, however, that (i) such successor will
meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation and, in the
case of any class of any Serviced Companion Loan Securities the applicable rating agencies deliver a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.30) and (iii) no replacement of the Special Servicer shall be effective
until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other
Form 8-K filings have been completed with respect to any related Companion Loan (provided, however, that, solely
in the case of the Eastmont Town Center Pari Passu Companion Loan, the foregoing requirement that a Form 8-K filing shall have
been completed with respect to the related Companion Loan shall be deemed satisfied if the Directing Certificateholder sends a
written notice of appointment of such successor special servicer to the applicable Other Depositor and the Directing Certificateholder
has received written acknowledgment of such notice, or, if no written acknowledgement is received within two (2) Business Days
following delivery of such notice, the Directing Certificateholder sends a second written notice of appointment of such successor
special servicer to the applicable Other Depositor and the Directing Certificateholder has received written acknowledgment of such
second notice or no written acknowledgement is received within two (2) Business Days following delivery of such second notice).
In connection with the foregoing, the Depositor shall use commercially reasonable efforts to cause the Certificate Administrator
to file such required Form 8-K with respect to the Trust and any applicable Other Depositor shall use commercially reasonable efforts
to cause the applicable Other Certificate Administrator to file such required Form 8-K, in each case, within four (4) Business
Days following receipt of the Form 8-K Disclosure Information contemplated by Section 11.07. The Directing Certificateholder
and any proposed replacement special servicer shall each be a third-party beneficiary of the immediately preceding sentence.


 


With respect to any Non-Serviced
Whole Loan, pursuant to the related Intercreditor Agreement, the related Non-Serviced Whole Loan Controlling Holder will have the
right, with or without cause, to replace the applicable Non-Serviced Special Servicer then acting with respect to such Whole Loan
and appoint a replacement special servicer in lieu thereof without the consent of the holder of the related Mortgage Loan. The
Non-Serviced Whole Loan Controlling Holder (prior to a control event under the related Non-Serviced Pooling Agreement), and the
applicable certificateholders with the requisite percentage of voting rights (after a control event) will have the right, with
or without cause, to replace the special servicer then acting with respect to such Whole Loan and appoint a replacement special
servicer in lieu thereof, pursuant to the terms of the related Non-Serviced Pooling Agreement.


 


After the occurrence
and during the continuance of a Control Event and upon (a) the written direction of Holders of Principal Balance Certificates and
the Class EC Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal
Reductions to notionally reduce the Certificate Balances pursuant to Section 4.06(b) hereof) of the Principal Balance Certificates
and the Class EC Certificates


 



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requesting a vote to replace the Special Servicer with a new special servicer designated in such
written direction, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including
any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering
such vote and which will not be additional Trust Fund expenses and (c) delivery by such Holders to the Certificate Administrator
and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense
of such Holders) and, in the case of any class of any Serviced Companion Loan Securities, the applicable rating agencies deliver
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30), the Certificate Administrator shall promptly post notice
to all Certificateholders of such request on the Certificate Administrator’s Website in accordance with Section 3.15(b)
and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard, which such vote shall occur
within one hundred-eighty (180) days of the posting of such notice. Upon the written direction of Holders of Certificates evidencing
at least 75% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of the
Special Servicer under this Agreement and appoint the successor special servicer (which must be a Qualified Replacement Special
Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each Statement to Certificateholders
a statement that each Certificateholder may (i) access such notices via the Certificate Administrator’s Website and (ii)
register to receive electronic mail notifications when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholder’s
direction to remove the Special Servicer shall not apply to any Serviced AB Whole Loan for which the holder of the related AB Subordinate
Companion Loan is not subject to an AB Control Appraisal Period.


 


With respect to any Serviced
AB Whole Loan, the related AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an
AB Control Appraisal Period, to replace the Special Servicer solely with respect to the related AB Whole Loan, so long as (A) each
Rating Agency delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after
the date such successor special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the
Special Servicer under this Agreement from and after the date it becomes the Special Servicer as they relate to any AB Whole Loan
pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator
shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation
of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the
terms of this Agreement with respect to any AB Whole Loan, and (z) subject to customary qualifications and exceptions, this Agreement
will be enforceable against such replacement in accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced Pooling Agreement remains unremedied
and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise
been terminated, the


 



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holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing
Certificateholder) shall be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer
solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of a special servicer with respect
to a Non-Serviced Whole Loan, as applicable, will in any event be subject to Rating Agency Confirmation from each Rating Agency.
A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a consultation termination event
(or similarly defined term) under the related Non-Serviced Pooling Agreement, by the related Non-Serviced Whole Loan Controlling
Holder; provided, however, that any successor special servicer appointed to replace the special servicer with respect
to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction
of the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 


Following the occurrence
of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Senior Trust Advisor determines that
the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing
Standard, the Senior Trust Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer,
a written recommendation in the form of Exhibit W attached hereto (which form may be modified or supplemented from time
to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the
terms and provisions of this Agreement; provided, further, that in no event shall the information or any other content
included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its position
(along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer, which
shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall promptly post notice to all
Certificateholders of such recommendation on the Certificate Administrator’s Website in accordance with Section 3.15(b),
and by mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the affirmative vote of Holders of Principal
Balance Certificates and the Class EC Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account
the application of any Appraisal Reductions to notionally reduce the respective Certificate Balances of such Certificates) of all
Principal Balance Certificates and the Class EC Certificates on an aggregate basis and (ii) receipt of Rating Agency Confirmation
from each Rating Agency by the Certificate Administrator following satisfaction of the foregoing clause (i), the Trustee
shall (i) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint a successor special
servicer approved by the Certificateholders and (ii) promptly notify such outgoing Special Servicer of the effective date of such
termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel)
associated with obtaining such Rating Agency Confirmations and administering such vote and the Senior Trust Advisor’s identification
of a Qualified Replacement Special Servicer shall be an additional Trust Fund expense. In the event that the Trustee does not receive
at least a majority of the requested votes, then the Trustee shall have no obligation to remove the Special Servicer. Prior to
the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations
of the Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder. Notwithstanding the
foregoing, the Senior Trust Advisor shall not be permitted to recommend the replacement of the


 



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Special Servicer with respect to
any Serviced AB Whole Loan so long as the related Serviced Companion Noteholder is not subject to an AB Control Appraisal Period
under the related Intercreditor Agreement.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs
of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


 


For the avoidance of
doubt, the indemnification of the Senior Trust Advisor in Section 6.03 shall include, subject to the limitations set forth
in Section 6.03, any action or claim arising from, or relating to, the Senior Trust Advisor’s determination under
this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding
removal of the Special Servicer).


 


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


 


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


 


(g)        Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance
of a Control Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Directing Certificateholder
shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer
Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Event or if at any time the
applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning


 



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Special Servicer shall select the related Excluded
Special Servicer. The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable
Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer so long as the selected Excluded
Special Servicer has certified that it is a Qualified Replacement Special Servicer. It shall be a condition to any such appointment
that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of
their then-current ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect to any
Serviced Companion Loan Securities, (ii) the related Excluded Special Servicer, as certified by such Excluded Special Servicer,
is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and any applicable
Other Depositor, the information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in
its role as Excluded Special Servicer.


 


If at any time the Special
Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer
shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the
Special Servicer shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special
Servicer shall be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned
during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan.


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that
a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable,
the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt written notice
thereof to each of the other parties to this Agreement.


 


Section 7.02     Trustee
to Act; Appointment of Successor.   On and after the time the Master Servicer or the Special Servicer, as the case may be, either
resigns pursuant to subsection (a) of the first sentence of Section 6.04 or receives a notice of termination for cause
pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within the time period
specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to the Master Servicer
or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing Certificateholder
as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master Servicer or Special Servicer,
as applicable, under this Agreement and the transactions set forth or provided for herein and shall be subject to, and have the
benefit of, all of the rights (subject to Section 3.11 and Section 6.03), benefits, responsibilities, duties, liabilities
and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the Master Servicer or
Special Servicer, as applicable,


 



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by the terms and provisions hereof; provided, however, that any failure to perform
such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to provide information
or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master
servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master
Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer
which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer
or the Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Master Servicer
or the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor
Master Servicer or Special Servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06
hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result of its obligations
as successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as compensation therefor,
the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or
the Companion Loans which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder,
including but not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject
to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to
which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee
succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the
same standard of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything
in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor master servicer
or successor special servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the
above, the Trustee may, if it shall be unwilling to act as successor to the Master Servicer or the Special Servicer, as applicable,
or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if, prior to the
occurrence and continuance of a Control Event, the Directing Certificateholder (solely with respect to the Special Servicer) or
the Holders of Certificates entitled to at least 25% of the Voting Rights so request in writing to the Trustee, promptly appoint,
or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the
criteria set forth in Section 6.04 and otherwise herein, as the successor to the Master Servicer or the Special Servicer,
as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer
or Special Servicer hereunder. No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be
effective until (i) the assumption in writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities,
duties and liabilities hereunder that arise thereafter, (ii) upon receipt of Rating Agency Confirmation from each Rating Agency
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30), (iii) which appointment has been approved (prior to the occurrence and continuance
of a Control Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) subject to the
terms of


 



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Section 7.01(d), the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form
8-K filings have been completed with respect to any related Companion Loan. Pending appointment of a successor to the Master
Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall
act in such capacity as herein above provided. In connection with such appointment and assumption of a successor to the
Master Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that
no such compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall be
in excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The
Trustee, the Master Servicer or the Special Servicer (whichever is not the terminated party) and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any costs and expenses
associated with the transfer of the servicing function (other than with respect to a termination without cause) under this
Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master
Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination or the successor
master servicer or special servicer for such expenses within 90 days after the presentation of reasonable documentation, such
expense shall be reimbursed by the Trust Fund; provided that the terminated Master Servicer or Special Servicer shall
not thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master Servicer or
Special Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have an affirmative
obligation to take all reasonable actions to collect such expenses on behalf of the Trust Fund. In the event of a termination
without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise set forth
herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses. For
the avoidance of doubt, if the Trustee is terminating the Master Servicer or Special Servicer in accordance with this
Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master Servicer or
Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this
paragraph.


 


Section 7.03     Notification
to Certificateholders.   (a) Upon any resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04,
any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 or any appointment of a successor
to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate Administrator shall give prompt
written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register.


 


(b)        Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall
transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced Companion
Noteholder) notice of such occurrence, unless such default shall have been cured.


 






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Section 7.04     Waiver
of Servicer Termination Events.     The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to
each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event within
twenty (20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Servicer Termination Event;
provided, however, that a Servicer Termination Event under clause (i) of Section 7.01(a) may be waived
only by all of the Certificateholders of the affected Classes. Upon any such waiver of a Servicer Termination Event, such Servicer
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover
all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event
prior to such waiver from the Trust Fund. No such waiver shall extend to any subsequent or other Servicer Termination Event or
impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement,
for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name
of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described
above as they would if any other Person held such Certificates.


 


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


 


[End of Article VII]


 






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Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01     Duties
of the Trustee and the Certificate Administrator.


 


(a)        The Trustee and the
Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer
Termination Events which may have occurred, undertake to perform such duties and only such duties as are specifically set forth
in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise
or use under the circumstances in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator
contained in this Agreement shall not be construed as a duty.


 


(b)        The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage Files, the
review of which is specifically governed by the terms of Article II), shall examine them to determine whether they conform
to the requirements of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument and requesting
the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith,
pursuant to this Agreement.


 


(c)        No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)        Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement;


 


(ii)       Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless



 






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it shall be proved
that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)      Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to direct the Trustee and/or
Certificate Administrator pursuant to the terms of this Agreement, relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee
or the Certificate Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)        The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the
extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant
to this Agreement.


 


Section
8.02        Certain Matters Affecting the Trustee and the Certificate
Administrator. Except as otherwise provided in Section 8.01:


 


(i)        The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties;


 


(ii)       The
Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


 


(iii)      Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in it
by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct or defend
any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, reasonable security or indemnity satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, if it shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity satisfactory
to it against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of a Servicer


 






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Termination Event which has not been cured, to exercise such of the rights
and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)       Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)        Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may have
occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond
or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of the Voting
Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator
by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may
require reasonable indemnity satisfactory to it from such requesting Holders against such expense or liability as a condition to
taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)       The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)      For
all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice of any
Servicer Termination Event unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee or the Certificate
Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)     Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the Trustee shall
only be responsible for its own actions as Master Servicer or Special Servicer) or of the Depositor;


 






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(ix)       Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency; and


 


(x)        in
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct.


 


Each of the Trustee and
the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to
it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without
limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section
8.03     Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans.    The recitals contained herein and in the Certificates, other than the acknowledgments of
the Trustee or the Certificate Administrator in Sections 2.02 and 2.04 and the signature, if any, of the
Certificate Registrar and Authenticating Agent set forth on any outstanding Certificate, shall be taken as the statements of
the Depositor, the Master Servicer or the Special Servicer, as the case may be, and the Trustee or the Certificate
Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate Administrator makes any
representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature, if
any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related document. Neither
the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor of any of the
Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid to the
Depositor in respect of the assignment of the Mortgage Loans to the Trust Fund, or any funds deposited in or withdrawn from
the Certificate Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or
in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be
responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the
Certificate Administrator, in good faith, pursuant to this Agreement.


 


Section
8.04     Trustee or Certificate Administrator May Own Certificates.   The Trustee or the
Certificate Administrator, each in its individual capacity, not as Trustee or Certificate Administrator, may become the owner
or pledgee of Certificates, and may deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in
banking transactions, with the same rights it would have if it were not Trustee or the Certificate Administrator.


 


Section
8.05     Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee
and Certificate Administrator.    (a)   As compensation for the performance of their respective duties hereunder, the Trustee
will be paid the Trustee Fee, which


 






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shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and
the Certificate Administrator will be paid the Certificate Administrator Fee equal to the Certificate Administrator’s
portion of one month’s interest at the Certificate Administrator Fee Rate, which shall cover recurring and otherwise
reasonably anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate Administrator Fee shall be
paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other than the portion of an
REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from
the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from time to time at the Certificate
Administrator Fee Rate and the Certificate Administrator Fee shall be computed on the basis of the Stated Principal Balance
of such Mortgage Loan, and a 360-day year consisting of twelve 30-day months. The Trustee Fee (which shall not be limited to
any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s
sole form of compensation for all services rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties of the Trustee hereunder, except for the reimbursement of
expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate
Administrator’s sole form of compensation for the exercise and performance of its powers and duties hereunder, except
for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be
payable with respect to any Companion Loan.


 


(b)        The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust Fund (to the extent of amounts on deposit in the Certificate Account
or the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in
settlement, and expenses incurred in becoming successor master servicer or successor special servicer, to the extent not otherwise
paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator,
respectively, relating to the exercise and performance of any of the powers and duties of the Trustee or the Certificate Administrator,
respectively, hereunder; provided, however, that none of the Trustee or the Certificate Administrator, nor any of
the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable
overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively,
in the normal course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any
of the provisions hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof
or (iv) any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of
the Trustee’s or the Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent
disregard of such obligations or duties, or as may arise from a breach of any representation or warranty of the Trustee specified
in Section 8.12 or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions
of this Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of the Trustee or
the Certificate


 






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Administrator, respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to
the Certificate Administrator in its capacities of Custodian, Certificate Registrar and Authenticating Agent.


 


(c)        The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by the Depositor, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the Certificate
Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is
required to provide information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or
in any other capacity in which the Certificate Administrator is required to provide information to a Privileged Person that is
an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.


 


Section
8.06     Eligibility Requirements for Trustee and Certificate Administrator. Each of the
Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be,
(i) a corporation, national bank, national banking association or a trust company, organized and doing business under the
laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to
accept the trust conferred under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject
to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the
Master Servicer or the Special Servicer (except during any period when the Trustee is acting as, or has become successor to,
the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution
insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at
least “A2” by Moody’s, “A” by Fitch and “A” by DBRS (or in the case of the Trustee,
a long-term unsecured debt rating of “A(low)” by DBRS if the Master Servicer maintains a rating of at least
“A” by DBRS); provided that the Trustee will not become ineligible
to serve based on a failure to satisfy such rating requirements as long as it maintains a long-term unsecured debt rating of
no less than “Baa2” by Moody’s and “A-” by Fitch, and its short-term debt obligations have a
short-term rating of not less than “P-2” from Moody’s and “F1” by Fitch, and the Master
Servicer maintains a rating of at least “A2” by Moody’s and “A+” by Fitch; provided, further,
that if any such institution is not rated by DBRS, it maintains an equivalent (or higher) rating by any two other NRSROs
(which may include Moody’s, KBRA and/or Fitch), or such other rating with respect to which the Rating Agencies have
provided a Rating Agency Confirmation and (iv) an entity that is not on the depositor’s “prohibited party”
list.


 


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and
surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local


 






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jurisdiction
that imposes a tax on the Trust Fund on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC
Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner
and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust
REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07     Resignation
and Removal of the Trustee and Certificate Administrator.    (a)   The Trustee and the Certificate Administrator may at any time
resign and be discharged from the trusts hereby created by giving not less than sixty (60) days’ prior written notice thereof
to the Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the
Senior Trust Advisor, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator shall post such
notice to the Certificate Administrator’s Website in accordance with Section 3.15(b) and provide notice of such event
to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly post such
notice to the 17g-5 Information Provider’s Website in accordance with Section 3.15(c). Upon receiving such notice
of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or Certificate Administrator
acceptable to the Master Servicer and ((i) prior to the occurrence and continuance of a Control Event and (ii) other than with
respect to any Excluded Loan) the Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered
to the resigning Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such
instrument shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate
Administrator, as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been so appointed
and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee or
Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate
administrator, as applicable.


 


(b)        If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer
to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s,
as applicable, reasonable control), to timely publish any report to be delivered, published or otherwise made available by the
Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5) days,
or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01,
then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee or certificate
administrator acceptable to the Master Servicer, by written instrument, in duplicate, which instrument shall be delivered to the
Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator in the case of


 



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the removal
of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer
and the Certificateholders by the Depositor.


 


(c)        The
Holders of Certificates entitled to at least 75% of the Voting Rights may at any time remove the Trustee or Certificate Administrator
and appoint a successor trustee or certificate administrator by written instrument or instruments, in triplicate, signed by such
Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer,
one complete set to the Trustee or Certificate Administrator so removed and one complete set to the successor so appointed. A copy
of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the Master
Servicer. In the event of any such termination without cause pursuant to this Section 8.07(c), the successor trustee or
certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities
from its predecessor.


 


(d)        Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan.


 


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


 


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


 


(e)        Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to the extent
that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse, representation
or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of JPMBB Commercial Mortgage
Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32 or in blank, and (ii) in the case of
the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing trustee),
assign such Mortgage Loan documents to such successor, and such successor shall review the documents


 






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delivered to it or to the
Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement,
such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed
to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release substantially in the form of Exhibit
E, deliver such Mortgage Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor
shall cooperate with any successor Trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty,
express or implied) to the order of the successor, as trustee for the registered Holders of JPMBB Commercial Mortgage Securities
Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32 or in blank; provided, however, that,
notwithstanding anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature
of the related Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts
to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not
assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release substantially in the form of Exhibit
E, deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested, and the Master Servicer and
the Depositor shall cooperate with any successor Trustee to ensure that such Mortgage Loan document is assigned to such successor
Trustee; and (d) in any case, such successor Trustee shall review the documents delivered to it or to the Custodian with respect
to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsements
and assignments have been made or, in the event such endorsement or assignment cannot be made for any reason, to note the same
in such certification.


 


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


 


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


 






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


 


Section 8.09        Merger
or Consolidation of Trustee or Certificate Administrator.     Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall be eligible
under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice to
the Certificate Administrator’s Website in accordance with Section 3.15(b) and shall provide notice of such event
to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to
the 17g-5 Information Provider’s Website in accordance with Section 3.15(c).


 


Section 8.10     Appointment
of Co-Trustee or Separate Trustee.    (a)  Notwithstanding any other provisions hereof, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be
located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments
to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such
title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request to do so, or in case a
Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section
8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)        In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be


 






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incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)        Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)        Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)        The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


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


 


Section
8.12     Representations and Warranties of the Trustee. The Trustee hereby represents and
warrants to the Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor, each Serviced Companion
Noteholder and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 






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


 


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


 


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


 


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


 


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


 


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


 


(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.


 






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


 


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


 


Section 8.14     Representations
and Warranties of the Certificate Administrator.     The Certificate Administrator hereby represents and warrants to the Depositor,
the Master Servicer, the Special Servicer, the Senior Trust Advisor, each Serviced Companion Noteholder, and the Trustee, for
the benefit of the Certificateholders, as of the Closing Date, that:


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


Section 8.15     Compliance
with the Patriot Act.


 


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


 


[End of Article VIII]


 


Article
IX



TERMINATION


 


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


 






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obligations and responsibilities under this Agreement of the Certificate Administrator (other than the
obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth), the
Depositor, the Master Servicer, the Special Servicer, the Senior Trust Advisor, and the Trustee, shall terminate upon payment
(or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator and required hereunder
to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or related Advance) or other liquidation
of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation by the Holders
of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, of all the Mortgage Loans) and the Trust Fund’s portion of each REO Property) remaining in the
Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans)
included in the Trust Fund, (2) the Appraised Value of the Trust Fund’s portion of each REO Property, if any, included in
the Trust Fund (such Appraisals in clause (a)(2) to be conducted by an Independent MAI-designated appraiser selected by
the Special Servicer, and approved by more than 50% of the Voting Rights of the Classes of Certificates then outstanding (other
than the Controlling Class unless the Controlling Class is the only Class of Certificates then outstanding)) (which approval shall
be deemed given unless more than 50% of such Certificateholders object within twenty (20) days of receipt of notice thereof),
(3) the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer with respect to such termination, unless
the Master Servicer or the Special Servicer, as applicable, is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property
secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced Pooling
Agreement, the pro rata portion of the fair market value of the related Mortgaged Property, as determined by the related
Non-Serviced Special Servicer in accordance with clauses (2) and (3) above, minus (b) solely in the case
where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with any
interest accrued and payable to the Master Servicer in respect of such Advances in accordance with Sections 3.03(d) and
4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items shall
be deemed to have been paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) so long as the Class
A, Class B, Class C, Class EC and Class D Certificates are no longer outstanding, the voluntary exchange by the Sole Certificateholder
of all the outstanding Certificates (other than the Class Z and Class R Certificates) for the remaining Mortgage Loans and REO
Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided, however, that
in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s,
living on the date hereof.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class EC
Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then
outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with
the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph
of this Section 9.01 by giving written notice to all the parties hereto no later than sixty


 






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(60) days prior to the anticipated
date of exchange. In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class
Z and Class R Certificates) for all of the Mortgage Loans and the Trust Fund’s portion of each REO Property remaining in
the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which
the final distribution on the Certificates is to occur, shall deposit in the Certificate Account an amount in immediately available
funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate
Administrator hereunder through the date of the liquidation of the Trust Fund that may be withdrawn from the Certificate Account,
or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from
the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit
in the Certificate Account. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier
REMIC Distribution Account and Excess Interest Distribution Account on the P&I Advance Date related to such Distribution Date
in which the final distribution on the Certificates is to occur from the Certificate Account pursuant to the first paragraph of
Section 3.04(b) (provided, however, that if a Serviced Whole Loan is secured by REO Property, the portion
of the above-described purchase price allocable to such Trust Fund’s portion of REO Property shall initially be deposited
into the related REO Account). Upon confirmation that such final deposits have been made and following the surrender of all its
Certificates (other than the Class Z and Class R Certificates) on the final Distribution Date, the Custodian shall, upon receipt
of a Request for Release substantially in the form of Exhibit E from the Master Servicer, release or cause to be released
to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate
transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance
with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased
the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates,
plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts
distributable in respect of such Certificates and Related Uncertificated Lower-Tier Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan
has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or
for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies
in respect of any related Mortgage Loan) and the Trust Fund’s portion of each REO Property remaining in the Trust Fund as
contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee,
the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or


 






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the Holders
of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust Fund’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the case of
clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Preliminary Statement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of the Trust
Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul Portfolio
Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust, by the
aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Preliminary Statement and (y) the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Preliminary Statement; provided, however,
that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii) above prior
to the Distribution Date in October 2025. This purchase shall terminate the Trust and retire the then-outstanding Certificates.
In the event that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling Class
or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust Fund’s portion of each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holders of
the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, shall deposit in the Lower-Tier
REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which the final distribution
on the Certificates is to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive
of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a), which portion
shall be deposited in the Certificate Account). In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution
Account all amounts required to be transferred thereto on such P&I Advance Date from the Certificate Account pursuant to the
first paragraph of Section 3.04(b), together with any other amounts on deposit in the Certificate Account that would otherwise
be held for future distribution. Upon confirmation that such final deposits and payments have been made, the Custodian shall release
or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the
Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the Holders of the majority of
the Controlling Class or the Holders of the Class R Certificates, as applicable, as shall be necessary to effectuate transfer of
the Mortgage Loans and REO Properties remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust Fund and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion


 






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Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.15(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with
the provisions of Section 3.15(c)) and, if not previously notified pursuant to this Section 9.01, to the other parties
hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property
remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next preceding the month
of the final distribution on the Certificates, or (b) otherwise during the month of such final distribution on or before the P&I
Advance Determination Date in such month, in each case specifying (i) the Distribution Date upon which the Trust Fund will terminate
and final payment of the Certificates will be made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates
at the offices of the Certificate Registrar or such other location therein designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Yield Maintenance Charges distributable to the Regular Certificates pursuant
to Section 4.01(d) to the Upper-Tier REMIC Distribution Account in each case pursuant to Section 3.04(b) and upon
presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate Administrator
shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s Percentage
Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account or the Class EC Distribution
Account, as applicable, that are allocable to payments on the Class of Regular Certificates so presented, (ii) to Holders of the
Class Z Certificates so presented, any amounts remaining on deposit in the Excess Interest Distribution Account, (iii) any remaining
amounts of Yield Maintenance Charges distributable to the Class X-B Certificates pursuant to Section 4.01(d) and (iv) any
remaining amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest,
as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account
as of the final Distribution Date, shall be distributed in termination and liquidation of the Uncertificated Lower-Tier Interests
and the Class LR Interest in accordance with Sections 4.01(a), 4.01(b), 4.01(c), 4.01(d) and 4.01(l).
Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders
not presenting and surrendering their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section
9.01 and Section 4.01(h).


 


Section 9.02     Additional
Termination Requirements.     (a) In the event the Master Servicer or the Special Servicer purchases, or the Holders of the Controlling
Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust Fund’s portion of each
REO Property remaining in the Trust Fund as provided in Section 9.01, the Trust Fund shall be terminated in accordance
with the following additional requirements, which meet the definition of a “qualified liquidation” in Section 860F(a)(4)
of the Code:


 


(i)        the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 






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(ii)       during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


 


(iii)      within
such 90-day liquidation period and immediately following the making of the final payment on the Uncertificated Lower-Tier Interests
and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the
Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of
the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the
Trust Fund (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


Article
X



ADDITIONAL REMIC PROVISIONS


 


Section
10.01     REMIC Administration. (a) The Certificate Administrator shall make elections or
cause elections to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and
Local Tax Law. Each such election will be made on Form 1066 or other appropriate federal tax return for the taxable year
ending on the last day of the calendar year in which the Uncertificated Lower-Tier Interests and the Certificates are issued.
For the purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be
designated as the “regular interests” (or in the case of an exchange and conversion of Class A-S, Class B and
Class C Certificates for Class EC Certificates, such “regular interests” shall be deemed to be held by the
Trustee in uncertificated form unless reconverted to Class A-S, Class B and Class C Certificates) and the Class UR Interest
shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC
election in respect of the Lower-Tier REMIC, each Class of Uncertificated Lower-Tier Interests shall be designated as a class
of “regular interests” and the Class LR Interest shall be designated as the sole class of
“residual interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer or the Trustee
shall permit the creation of any “interests” (within the meaning of Section 860G of the Code) in either Trust
REMIC other than the foregoing interests.


 


(b)        The
Closing Date is hereby designated as the “startup day” of each Trust REMIC within the meaning of Section 860G(a)(9)
of the Code.


 


(c)        The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability


 






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resulting therefrom shall be expenses of the Trust
Fund and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage
Loans and any REO Properties on deposit in the Certificate Account as provided by Section 3.05(a) unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder
of the largest Percentage Interest in the Class R Certificates shall be designated, in the manner provided under Treasury Regulations
Section 1.860F-4(d) and temporary Treasury Regulations Section 301.6231(a)(7)-1T, as the “tax matters person” of each
Trust REMIC. By their acceptance thereof, the Holders of the largest Percentage Interest in the Class R Certificates hereby agree
to irrevocably appoint the Certificate Administrator as their agent to perform all of the duties of the “tax matters person”
for the Trust REMICs.


 


(d)        The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate
Administrator without any right of reimbursement therefor.


 


(e)        The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811, within
thirty (30) days after the Closing Date, the name, title, address and telephone number of the “tax matters person”
who will serve as the representative of each of the Trust REMICs created hereunder.


 


(f)        The
Certificate Administrator shall take such actions and shall cause the Trust Fund to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator
to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer
shall knowingly or intentionally take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to
be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under the
REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of either Trust REMIC as a REMIC or
(ii) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited
transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d)
of the Code, but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking
to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking such
action is in the best interest of the Trust Fund and the


 






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Certificateholders, at the expense of the Trust Fund, but in no event
at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with respect
to the Trust Fund, either Trust REMIC created hereunder, endanger such status or, unless the Certificate Administrator determines
in its sole discretion to indemnify the Trust Fund against such tax, result in the imposition of such a tax (not including a tax
on “net income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or not authorized
hereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the
effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may consult with counsel
to make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted
by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required
by the Code, the Certificate Administrator will to the extent within its control and the scope of its duties more specifically
set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined
in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)        In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on either Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Certificate
Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed
by either Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense of
the Trust Fund (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings,
and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator
is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited
transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to either Trust REMIC after the
Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to
pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income
from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates (as
applicable) and shall distribute such retained amounts, (x) in the case of the Uncertificated Lower-Tier Interests, to the Upper-Tier
REMIC to the extent they are fully reimbursed for any Collateral Support Deficit arising therefrom and then to the Holders of the
Class R Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(b) and (y) in the case
of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates (without regard to any exchange and conversion of


 






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the Exchangeable Certificates for Class EC Certificates) in the manner specified in Section 4.01(a), to the extent they
are fully reimbursed for any Collateral Support Deficit arising therefrom and then to the Holders of the Class R Certificates in
respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
shall be responsible for any taxes imposed on either Trust REMIC except to the extent such taxes arise as a consequence of a breach
of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such
party.


 


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


 


(i)        Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to either Trust
REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party
seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not (i) cause such
Trust REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interests or Certificates are outstanding
or (ii) subject any of the Trust Fund or either Trust REMIC to any tax under the REMIC Provisions or other applicable provisions
of federal, state and local law or ordinances.


 


(j)        Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust Fund or either Trust REMIC will
receive a fee or other compensation for services nor permit the Trust Fund or either Trust REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


(k)        Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates representing a “regular interest”
in the Upper-Tier REMIC and by which the Lower-Tier Principal Amount of each Class of Uncertificated Lower-Tier Interests representing
a “regular interest” in the Lower-Tier REMIC would be reduced to zero is the date that is the Rated Final Distribution
Date.


 


(l)        None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or
acquire any assets for the Trust Fund or either Trust REMIC or sell or dispose of any investments in the Certificate Account or
the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a)
affect adversely the status of either Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust Fund


 






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against such
tax, cause the Trust Fund or either Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the
REMIC Provisions.


 


Section 10.02     Use
of Agents.     (a)     The Trustee shall execute all of its obligations and duties under
this Article X through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this
Article X either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties
or obligations under this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)        The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


 


Section
10.03     Depositor, Master Servicer and Special Servicer to Cooperate with Certificate
Administrator. (a) The Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10)
days after the Depositor receives a request from the Certificate Administrator, all information or data that the Certificate
Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, Prepayment Assumptions and projected cash flow of the
Certificates.


 


(b)        The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable notice
and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the
Trust Fund and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.


 


Section
10.04     Appointment of REMIC Administrators. (a) The Certificate Administrator may appoint
at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on
behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument
in which such REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The
appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator.
Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under
the laws of the United States of America or of any State and be subject to supervision or examination by federal or state
authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the
Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be
terminated as REMIC Administrator.


 


(b)        Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger,


 






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conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)        Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for
any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
11.01     Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree
that the purpose of Article XI of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor
of any Other Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and the related
rules and regulations of the Commission. The Depositor shall not exercise its rights to request delivery of information or
other performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission
thereunder. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time,
due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the Depositor
(or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith
for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB (to the
extent such interpretations require compliance and are not “grandfathered”). In connection with the JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, and any Other
Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special
Servicer, the Senior Trust Advisor, the Trustee, the Custodian and


 






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the Certificate Administrator
shall cooperate fully with the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate
Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available
to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator,
as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other
information (in its possession or reasonably attainable) necessary in the reasonable good faith determination of the Depositor
or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions
of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer, the Senior Trust Advisor,
the Trustee, the Custodian and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage
Loans (and the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor
to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply
with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request,
provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this
Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party
to perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such
obligation.


 


Section 11.02     Succession;
Subcontractors.     (a)   As a condition to the succession to the Master Servicer and Special Servicer or to any Sub-Servicer
(but only if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer or succession to
the Certificate Administrator under this Agreement by any Person (i) into which the Master Servicer and Special Servicer, such
Sub-Servicer or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the
Master Servicer and Special Servicer or to any such Sub-Servicer or Certificate Administrator, the person removing and replacing
the Master Servicer and Special Servicer or Certificate Administrator shall provide to the Depositor, the Master Servicer and
Special Servicer and the Certificate Administrator, as applicable, at least fifteen (15) calendar days prior to the effective
date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor
of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information
relating to such successor reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02
of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act);
provided, however that if disclosing such information prior to such effective date would violate any applicable
law or confidentiality agreement, the Master Servicer, the Special Servicer, any Additional Servicer or the Certificate Administrator,
as the case may be, shall submit such disclosure to the Depositor no later than the first Business Day after the effective date
of such succession or appointment.


 


(b)        Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Senior Trust Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the Senior Trust Advisor and the Certificate Administrator and
each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more
Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will


 






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be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and, subject to the reimbursement
of any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory
to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and
(ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such Subcontractor.
As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such
Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially
reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship,
cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and, subject to the reimbursement
of any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10
and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any
Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for
using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by such
Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment
of compliance report and related accountant’s attestation required to be delivered by such Subcontractor under Section
11.10 and Section 11.11, in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian
shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)        Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Subservicing Agreement. Other than with respect to the Initial Sub-Servicer, no Subservicing Agreement shall be effective until
fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter period
as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate Administrator
to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange
Act are required to be filed under the Exchange Act).


 






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(d)        In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.15(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice violates applicable law or any applicable confidentiality agreement, no later
than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate Administrator,
in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator, all information
reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section 11.07, the event
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under
the Exchange Act).


 


(e)        Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan that
is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the Master Servicer
shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with its obligations
under such Initial Sub-Servicing Agreement.


 


(f)        Any
information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement of any applicable
expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the information
relates to a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time
frame as set forth in this Section 11.02.


 


Section
11.03     Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate
Administrator, the Senior Trust Advisor and the Trustee shall reasonably cooperate with the Depositor in connection with the
satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06
and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K,
10-D and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator
shall file (via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”)) such
Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)        In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it
or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly notify
the Depositor. In the case of Forms 10-D and 10-K, the Depositor, the Master Servicer, the Certificate Administrator, the Senior
Trust Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or


 






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Form 10-K/A, as applicable,
pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required
Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the
next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D or Form 10-K needs
to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties hereto
will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15,
Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by an officer of the Depositor. The parties to
this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.03
related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is
contingent upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03,
11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.16
of this Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any
amendments to Form 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


Section 11.04     Form
10-D Filings.     (a)  Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange
Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act,
in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of
the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders
that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following
paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved
by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be
required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be,
has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided,
that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date
on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with


 






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such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information
delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by
facsimile to (410) 715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under
this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph
or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible
for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form
10-D Disclosure on Form 10-D pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets
of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for,
a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed by the Depositor
and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer
and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit
MM hereto for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account
(to the extent the related information has been received from the Special Servicer within the time period specified in Section
11.04 hereof) and the Certificate Account as of the related Distribution Date and as of the immediately preceding Distribution
Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in
each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage
Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information
as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during
the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor
shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with
respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the
related Due Period, (B) the total debt service coverage ratio calculated on the


 






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basis of the Mortgage Loan and such Additional
Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional
Debt or mezzanine debt, as applicable.


 


(b)        After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after the related
Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt of
such copy, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor
shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of
such Form 10-D and, a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of
such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively,
if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually
signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and
certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed
with each Form 10-D, in which case the Certificate Administrator shall sign such Forms 10-D as attorney in fact for the Depositor.
If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will
follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-D filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at Bianca Russo, Managing Director and Secretary, J.P. Morgan Chase Commercial
Mortgage Securities Corp., 383 Madison Avenue, 32nd Floor, New York, New York 10179, telecopy number: (917) 464-6116, with a copy
to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New
York, New York 10179, telecopy number: (212) 834-6047. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(b) related to the timely preparation and filing of Form 10-D is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b). Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any party to
this Agreement needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith
or willful misconduct.


 


(c)        Any
notice and/or information furnished pursuant to this Section 11.04 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.04.


 






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 Section 11.05  Form
10-K Filings.  (a)  Within ninety (90) days after the end of each fiscal year of the Trust (it being understood that the fiscal
year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K
Filing Deadline”), commencing in March 2016, the Certificate Administrator shall prepare and file on behalf of the Trust
a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in
each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth
in this Agreement:


 


(i)           an
annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and each
Additional Servicer, as described under Section 11.09;


 


(ii)          (A)
      the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Senior Trust Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor, the
Custodian or Trustee, as described under Section 11.10; and


 


(B)        if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance
with servicing criteria described under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not included;


 


(iii)         (A)
      the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Senior Trust Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Senior Trust Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


(B)        if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)      a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


 






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Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall,
pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate
Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered
to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile
to (410) 715-2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit
CC hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 2016, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and the Depositor,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties,
the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit CC hereto
shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit
EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit CC of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any
reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form
10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.”
The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during
the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor
shall notify the Certificate Administrator in writing, no later than March 15th with respect to the filing of a report on Form
10-K, if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any such report.


 


(b)        After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of such
copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original


 



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executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Bianca Russo,
Managing Director and Secretary, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 32nd Floor, New York,
New York 10179, telecopy number: (917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage
Securities Corp., 383 Madison Avenue, 31st Floor, New York, New York 10179, telecopy number: (212) 834-6029. The parties to this
Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05 related
to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer
or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in
the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have
any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for
execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure to receive,
on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged
by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad
faith or willful misconduct.


 


(c)        Upon
written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received notice
that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other Depositor,
the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)        Any
notice and/or information furnished pursuant to this Section 11.05 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or is trustee
or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.05.


 


Section 11.06  Sarbanes-Oxley
Certification.  Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as Exhibit Y required
to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust for any Other Securitization
is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian and the Senior Trust Advisor shall provide, and (i) with respect to each Initial Sub-Servicer engaged
by the Master Servicer or the Special Servicer, as applicable, that is a Servicing Function Participant use commercially reasonable
efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant with
which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Senior Trust
Advisor


 



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has entered into a servicing relationship
with respect to the Mortgage Loans, shall cause such Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley
Certification for the Trust or, subject to the reimbursement of any applicable expenses under Section 11.15, any Other Securitization
that includes a Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before
March 15 of each year commencing in March 2016, a certification in the form attached hereto as Exhibits Z-1, Z-2,
Z-3, Z-4, Z-5 or Z-6 (each, a “Performance Certification”), as applicable, on which
each Certifying Person, the entity for which such Certifying Person acts as an officer (if the Certifying Person is an individual),
and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”)
can reasonably rely. In addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited
into a commercial mortgage securitization (an “Other Securitization”) and the Reporting Servicer is provided
with timely and complete contact information for the parties to the other securitizations, each Reporting Servicer, upon not less
than thirty (30) days prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect
to such Other Securitization a certification in form and substance similar to applicable Performance Certification (which shall
address the matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan)
on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s
officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure a Sarbanes-Oxley back-up certification from the applicable Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior
officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition,
each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications
being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement
provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria
provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11, and shall
include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to
the registered public accountants of such Reporting Servicer to enable such accountants to render the certificates provided for
in Section 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement,
or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide
a certification to each affected Certifying Person pursuant to this Section 11.06 with respect to the period of time it
was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be. Each such Performance
Certification shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any
Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer
by third parties (including a Significant Obligor, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to
Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with
such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to
certify anything other than that all fields of


 



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information called for in written reports prepared by such Reporting Servicer have
been completed except as they have been left blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other
Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification
under this Section 11.06 shall be obligated to do so.


 


Section 11.07 Form
8-K Filings.  Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event,
a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8-K Disclosure
Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required
by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the
Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form
8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties
set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate
Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information
or any Form 8-K, absent such reporting, direction and approval.


 


As set forth on Exhibit
DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business,
New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit
DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information, if applicable,
(ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an Additional Disclosure
Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit DD
of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The
Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information delivered to the Certificate
Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380, Attn:
CTS SEC Notifications.


 


After preparing the Form
8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than
noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having
received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than the close
of business on the 3rd Business Day


 



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after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New York City time,
on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K and return
an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at Bianca Russo, Managing Director and Secretary, J.P. Morgan Chase Commercial
Mortgage Securities Corp., 383 Madison Avenue, 32nd Floor, New York, New York 10179, telecopy number: (917) 464-6116, with a copy
to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New
York, New York 10179, telecopy number: (212) 834-6029. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 8-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.07. Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties
to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith
or willful misconduct.


 


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


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each Other Securitization
is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure
Information.


 


Any notice and/or information
furnished pursuant to this Section 11.07 shall also be provided, and subject to the reimbursement of any applicable expenses
under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information
relates to a Serviced Companion Loan or a party that services, specially services or


 



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is trustee or custodian for a Serviced Companion
Loan) in the same time frame as set forth in this Section 11.07.


 


Section 11.08  Form
15 Filing.  On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate Administrator
of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare and file
a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the “Form
15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend such reporting obligations.
With respect to any reporting period occurring after the filing of such form, the obligations of the parties to this Agreement
under Section 11.04, Section 11.05 and Section 11.07 shall be suspended and reports or certifications due
under Section 11.09, 11.10 and 11.11 shall not be due until April 15th of each year. The Certificate Administrator
shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after
the filing of a Form 15 Suspension Notification, the Depositor shall provide notice to the Certificate Administrator that it is
required to resume its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on Forms
10-K, 10-D and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07, and all parties’
obligations under this Article XI shall recommence.


 


Section 11.09  Annual
Compliance Statements.  The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of a Mortgage Loan), the Custodian, the Trustee and the Certificate Administrator (each, a “Certifying
Servicer”) shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer
that is an Initial Sub-Servicer, cause (or in the case of a sub-servicer that a Mortgage Loan Seller requires the Master Servicer
to retain, use commercially reasonable efforts to cause) such Additional Servicer to and (ii) with respect to each other Additional
Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer
to), on or before March 15th of each year, commencing in March 2016, deliver to the Trustee, the Certificate Administrator (which
copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor and
the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate,
in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to
the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the
preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable
sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s
supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled
all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case
of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status
thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by
the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each
Additional Servicer engaged by such Certifying Servicer that is an Initial


 



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Sub-Servicer, cause (or, in the case of a sub-servicer
that a Mortgage Loan Seller requires the Master Servicer to retain, use commercially reasonable efforts to cause) such Additional
Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with
respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the
Certificate Administrator, make a copy of each such statement available on its Internet website) to the Directing Certificateholder
and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its
reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit HH. Promptly
after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if
applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional
Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the
fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable
sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this
Section apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan during the applicable period,
whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered.
None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the delivery of any such statement
until April 15 in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other
Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or
the trust for any Other Securitization for the preceding calendar year.


 


In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect to an
Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable servicing
agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional
Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer
to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the period of time that the
Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this Agreement or the period
of time that such Additional Servicer was subject to such other servicing agreement.


 


Any certificate, statement,
report, notice and/or information furnished pursuant to this Section 11.09 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent such item and/or information relates to a party that services, specially services or is trustee or custodian for a Serviced
Companion Loan) in the same time frame as set forth in this Section 11.09.


 






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Section 11.10  Annual
Reports on Assessment of Compliance with Servicing Criteria.  (a)  On or before March 15th of each year, commencing in March
2016, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of
the Mortgage Loans), the Trustee, the Custodian, the Senior Trust Advisor and the Certificate Administrator, each at its own expense,
shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special
Servicer, Trustee, Senior Trust Advisor, Custodian or Certificate Administrator that is a Servicing Function Participant, use
commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing
Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing
Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished
by the Certificate Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also
to the Senior Trust Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit II or such
other form provided by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation
AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting
Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered
by the Form 10-K required to be filed pursuant to Section 11.05, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D)
a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan,
the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit
II. Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the Reporting Servicer.


 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing
Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with
each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable
to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate
Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set
forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments
until April 15th in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other
Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or
the trust for any Other Securitization for the preceding calendar year.


 






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Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant
Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)        The
Master Servicer, the Special Servicer, the Trustee, the Senior Trust Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party
and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Senior Trust Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)        No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Senior Trust Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG, and
each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the report
on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator and the Senior Trust Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Senior Trust Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


In the event the Master
Servicer, the Special Servicer, the Trustee, the Senior Trust Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial
Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated under
any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect to any other
Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide)
an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation as required in Section
11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Senior Trust Advisor,
the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional Servicer
was subject to such other servicing agreement.


 


(d)        The
Senior Trust Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Event or Consultation
Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator


 



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shall deliver
such confirmation to the Senior Trust Advisor within fifteen (15) days of such request.


 


(e)        Any
certificate, statement, report, assessment, attestation, notice and/or information furnished pursuant to this Section 11.10
shall also be provided, and subject to the reimbursement of any applicable expenses under Section 11.15, to each Other Depositor
and each Other Certificate Administrator (to the extent such item and/or information relates to a party that services, specially
services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.10.


 


Section 11.11  Annual
Independent Public Accountants’ Attestation Report.  On or before March 15th of each year, commencing in March 2016, the
Master Servicer, the Special Servicer, the Trustee, the Custodian, the Senior Trust Advisor and the Certificate Administrator,
each at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such
Master Servicer, Special Servicer, Trustee, Senior Trust Advisor or Certificate Administrator that is a Servicing Function Participant
use commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other
Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause
such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services to the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Senior Trust Advisor or
the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified
Public Accountants to furnish a report to the Trustee (who will promptly post such report on the Certificate Administrator’s
Website pursuant to Section 3.15(b)), the Certificate Administrator and the Depositor, the 17g-5 Information Provider and,
prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than
the second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the
effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which
includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii)
on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted
by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall opinion cannot be
expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each
such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation
S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use
language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure
such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of
such statement will be provided by the Certificate Administrator in accordance with Section 3.15(b). Such report shall
be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and
the providing parties.


 






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Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Senior Trust Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the
Master Servicer, the Special Servicer, the Trustee, the Senior Trust Advisor, the Custodian or the Certificate Administrator as
to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Senior Trust Advisor, the Custodian,
the Certificate Administrator, or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Senior Trust Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to this
Section relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor of any
exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Senior Trust Advisor,
the Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the delivery of such reports
until April 15th in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required
to be filed with respect to the Trust for the preceding fiscal year.


 


Section 11.12  Indemnification.  Each
of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian and the Senior Trust Advisor
shall indemnify and hold harmless each Certification Party from and against any claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification Party arising
out of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee, the Senior Trust Advisor, the Custodian
or the Certificate Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith
or willful misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Senior Trust Advisor, the Custodian
or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable.


 


The Master Servicer,
the Special Servicer, the Trustee, the Senior Trust Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other
Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from
and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations to provide
any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant
to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its part in
the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a
Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange Act Deliverable.


 






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In addition, each of
the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Custodian, the Certificate Administrator and the Trustee
shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the
applicable Sub-Servicing Agreement) with the Depositor as necessary for the Depositor to conduct any reasonable due diligence necessary
to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable
reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder (“Reporting Requirements”).


 


In connection with comments
provided to the Depositor from the Commission or its staff regarding information (x) delivered by the Master Servicer, the Special
Servicer, the Senior Trust Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant
or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) regarding such Affected Reporting
Party, and (z) prepared by such Affected Reporting Party or any registered public accounting firm, attorney or other agent retained
by such Affected Reporting Party to prepare such information, which information is contained in a report filed by the Depositor
under the Reporting Requirements and which comments are received subsequent to the Depositor’s filing of such report, the
Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party.
Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission or its staff for inclusion
in the Depositor’s response to the Commission or its staff, unless such Affected Reporting Party elects, with the consent
of the Depositor (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission
or its staff and negotiate a response and/or resolution with the Commission or its staff; provided, however, if an
Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master
Servicer shall receive copies of all material communications pursuant to this Section 11.12. If such election is made, the
applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission
or its staff in a timely manner; provided, that (i) such Affected Reporting Party shall use reasonable efforts to keep the
Depositor informed of its progress with the Commission or its staff and copy the Depositor on all correspondence with the Commission
or its staff and provide the Depositor with the opportunity to participate (at the Depositor’s expense) in any telephone
conferences and meetings with the Commission or its staff and (ii) the Depositor shall cooperate with any Affected Reporting Party
in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission
or its staff with respect to any comments from the Commission or its staff relating to such Affected Reporting Party and to notify
the Commission or its staff of such authorization. The Depositor and the Affected Reporting Party shall cooperate and coordinate
with one another with respect to any requests made to the Commission or its staff for extension of time for submitting a response
or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor (including reasonable legal
fees and expenses of outside counsel to the Depositor) in connection with the foregoing (other than those costs and expenses required
to be at the Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission or its staff
related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the
Depositor. Each of the Master Servicer, the Special Servicer, the Senior Trust Advisor, the Custodian, the Certificate Administrator
and the Trustee shall (i) with respect to any Initial


 



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Sub-Servicer engaged by it that is a Servicing Function Participant or Additional
Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and
each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the
Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing
or similar agreement. Upon resolution with the Commission, and subject to the reimbursement of any applicable expenses under Section
11.15, the Affected Reporting Party shall promptly provide, to each Other Depositor the appropriate revised reports, updated
or revised information contained in any report filed by the Other Depositor under the Reporting Requirements, or any updated or
revised material communications in connection with the response and/or resolution with the Commission or its staff, if and to the
extent such reports, information and/or communications relate to information that was previously provided to the Other Depositor
and would reasonably be expected to be contained in a report filed by the Other Depositor under the Reporting Requirements of an
Other Pooling and Servicing Agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Senior Trust Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the applicable
sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing criteria compliance
reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith.
The Master Servicer, the Special Servicer, the Trustee, the Senior Trust Advisor and the Certificate Administrator shall (i) with
respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that
is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii)
with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which it has entered into
a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification
and contribution obligations. This Section 11.12 shall survive the termination of this Agreement or the earlier resignation
or removal of the Master Servicer, the Special Servicer, the Trustee, the Senior Trust Advisor, the Custodian or the Certificate
Administrator.


 


Section 11.13  Amendments.  This
Article XI may be amended with the written consent of the parties hereto pursuant to Section 12.01 for purposes
of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed securities market
and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect
to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.30), or the consent of any Certificateholder, notwithstanding


 



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anything
to the contrary contained in this Agreement; provided that the reports and certificates required to be prepared pursuant
to Sections 3.15, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation
with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation of the rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.30).


 


Section 11.14  Regulation
AB Notices.  Any notice, report or certificate required to be delivered by any of the Master Servicer, the Special Servicer,
the Certificate Administrator, the Senior Trust Advisor, the Custodian or the Trustee, as the case may be, to the Depositor pursuant
to this Article XI may be delivered via email (and additionally delivered via phone or telecopy), notwithstanding the provisions
of Section 12.05, to J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 31st Floor, New York,
New York 10179, Attention: Kunal Singh, telecopy number: (212) 834-6029, telephone number: (212) 834-5491 and email: kunal.k.singh@jpmorgan.com,
with a copy to Bianca Russo, Managing Director and Associate General Counsel, J.P. Morgan Chase Commercial Mortgage Securities
Corp., 383 Madison Avenue, 32nd Floor, New York, New York 10179, telecopy number: (917) 464-6116, telephone number: (212) 648-0946
and email: russo_bianca@jpmorgan.com.


 


Section 11.15  Certain
Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans.  (a)  Each of the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use
commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu Companion Loan to,
upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to
the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted transferee) selling
any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB (a “Regulation
AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation AB, provide to the Mortgage
Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller reasonably requires to meet
the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2) (prior to deposit in the Certificate Account), (c)(3), (c)(4)
and (c)(5) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information
as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer understands that such information may be included in the offering material related
to a Regulation AB Companion Loan Securitization and agrees to (i) negotiate in good faith an agreement (subject to the final
sentence of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering of the related
Certificates, together with certain officers, directors, affiliates and controlling persons, harmless for any costs, liabilities,
fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements or omissions or alleged
material misstatements or omissions in any such offering material to the extent that such material misstatement or omission was
made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee individually
and not to any specific aspect of the Trustee’s duties or obligations under this


 



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Agreement), the Certificate Administrator
(where such information pertains to the Certificate Administrator individually and not to any specific aspect of the Certificate
Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information pertains to the
Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations under this Agreement)
and the Special Servicer (where such information pertains to the Special Servicer individually and not to any specific aspect
of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor, underwriters or
Mortgage Loan Seller (or permitted transferee) as required by this Section 11.15(a) and (ii) deliver such securities law
opinion(s) of counsel, certifications and/or indemnification agreement(s) (to the extent the cost thereof is paid by the related
Mortgage Loan Seller) with respect to such information that are substantially similar to those delivered with respect to the offering
material for this securitization by the Master Servicer or the Special Servicer, Trustee and Certificate Administrator, as the
case may be, or their respective counsel, in connection with the information concerning such party in the offering material related
to a Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent that the information provided by
the Trustee, the Certificate Administrator the Master Servicer or the Special Servicer, as applicable, for inclusion in the offering
materials related to such Regulation AB Companion Loan Securitization is substantially and materially similar to the information
provided by such party with respect to the offering materials related to this transaction, subject to any required changes due
to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party shall be deemed to be in
compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate Administrator
the Master Servicer or Special Servicer in connection with the Regulation AB Companion Loan Securitization shall be substantially
similar to the related indemnification agreement executed in connection with this Agreement. It shall be a condition precedent
to any party’s obligations otherwise set forth above and/or elsewhere in Article XI that the applicable Mortgage
Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than 10 Business
Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable
out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing
the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)        Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with the
depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until January
30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files
a Form 15 Suspension Notice with respect to the related trust) and shall provide to such depositor, trustee, certificate administrator
or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such time period is
no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information relating
to a Serviced Securitized Companion Loan as may be


 



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reasonably necessary for the depositor, trustee, certificate administrator and
master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB and
the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall consult
with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer and the Special
Servicer shall each consult with any sub-servicer appointed by it with respect to the related Serviced Whole Loan), and the Trustee,
the Certificate Administrator, such Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing
the time periods for preparation of the Form 10-D reports in the documentation for such Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party
in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such
party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)        Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notice with respect to the related trust) information with respect to any event
that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two (2) Business Days
after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing,
reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(c) with
respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(c).


 


(d)        On
or before March 15 of each year (or March 14 if a leap year) during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and on or before April 15 of any year in which such Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notice with respect to the related trust was
filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required),


 



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provide, with
respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization,
to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing criteria
to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation report
on such Person’s assessment of compliance with the applicable servicing criteria to the extent required pursuant to Item
1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding
the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this
Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section
11.15(d) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with
the provisions of this Section 11.15(d).


 


(e)        On
or before March 15 of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and on or before April 15 of any year in which such Regulation AB Companion Loan Securitization is not required to
file an annual report on Form 10-K because a Form 15 Suspension Notice with respect to the related trust was filed), each of the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced
Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself,
to the trustee or certificate administrator under the such Regulation AB Companion Loan Securitization, upon request or notice
from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization
instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer compliance statement
signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding the
foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may
be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article
XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(e) with respect to such Regulation AB Companion Loan Securitization, such party shall
be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)         Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable efforts
to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to each such
parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor, sponsor(s),
trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless for any costs,
liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator
or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to
the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 






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Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and
such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided
by the Master Servicer or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise required
to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such information, reports
or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later than two (2) Business Days
prior to the date on which the Master Servicer or Special Servicer, as applicable, is required to deliver its comparable information,
reports, statements or certificates pursuant to this Section 11.15.


 


(g)        With
respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified the Master
Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (together with
notification of the Relevant Distribution Date) with respect to an Other Securitization that includes such Serviced Companion Loan,
to the extent that the Master Servicer is in receipt of the updated financial statements of such “significant obligor”
for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor or Special Servicer,
beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated financial statements
of such “significant obligor” for any calendar year, beginning for the calendar year following such notice from the
Other Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two
(2) Business Days prior to the related “significant obligor” NOI Quarterly Filing Deadline or seven (7) Business Days
prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs
twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more
Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of
the “significant obligor”, together with the net operating income of such “significant obligor” for the
applicable period as calculated by the Master Servicer in accordance with CREFC® guidelines and (B) if such financial statement
receipt occurs less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less
than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial
statements of the “significant obligor”, together with the net operating income of such “significant obligor”
for the applicable period as reported by the related Mortgagor in such financial statements.


 


If the Master Servicer
does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the
case may be, of such “significant obligor” within ten Business Days after the date such financial information is required
to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify the Other Depositor with respect to
such Other Securitization that includes the related Companion Loan (and shall cause each applicable Sub-Servicing Agreement to
require any related Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The Master
Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations
of such Other Depositor under the


 



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Exchange Act) to obtain the periodic financial statements of the related Mortgagor under the
related Mortgage Loan documents.


 


The Master Servicer shall
(and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to) retain written evidence of each
instance in which it (or a Sub-Servicer) attempts to contact the Mortgagor related to such “significant obligor” to
obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form
10-D or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward an Officer’s
Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related
to such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate
trust office, as specified in the related Other Pooling and Servicing Agreement.


 


(h)        If
any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act, then
the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall remain in
full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange Act.


 


Section 11.16  Certain
Matters Regarding Significant Obligors. 





 


For the avoidance of
doubt, there is no “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date
(“Significant Obligor”) related to the Trust.


 


Section 11.17  Impact
of Cure Period.  For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be subject to a Servicer
Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the grace period applicable
to such party’s obligations under this Article XI as provided for in such clause (iii) nor shall any such
party be deemed to not be in compliance under this Agreement, during any grace period provided for in this Article XI;
provided, that if any such party fails to comply with the delivery requirements of this Article XI by the expiration
of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the
Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior
to the expiration of the grace period applicable to such party’s obligations under this Article XI as provided for
in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver
any item required under this Article XI by the time required hereunder with respect to any reporting period for which the
Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 





[End of Article XI]


 






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Article
XII



MISCELLANEOUS PROVISIONS


 


    Section 12.01  
Amendment.  (a) This Agreement may be amended from time to time by the parties hereto, without the consent of any of the
Certificateholders or the Companion Holders:


 


(i)        to
correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)       to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
Supplement with respect to the Certificates, the Trust or this Agreement or to correct or supplement any of its provisions which
may be inconsistent with any other provisions therein or to correct any error;


 


(iii)      to
change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


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


 


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


 


(vi)      to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder
of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in


 



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writing by an Opinion of Counsel, at the expense
of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30);


 


(vii)     to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.30); provided that such amendment or supplement shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel;


 


(viii)    to
modify the provisions of Sections 3.05 and 3.19 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Event has not occurred
and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine
that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry
standard, (b) such modification does not adversely affect the status of either Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30); and


 


(ix)       to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment
shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of
Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.15(c) and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website.


 






    	-376-



    	 



    

 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any
Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as
a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect
the holders of a Companion Loan without such Companion Holder’s consent.


 


    (b)       This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each Class
affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage Interests constituting the
Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)        reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)      adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)      change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)       amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.30) and, if required under the related Intercreditor Agreement, the
consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


    (c)       Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment hereto without having first received an


 



    	-377-



    	 



    

 


Opinion of Counsel
(at the Trust Fund’s expense) to the effect that such amendment is permitted hereunder and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator or
any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust
Fund or either Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes
any provisions specifically required to be included in this Agreement by (i) the First National Building Intercreditor Agreement,
(ii) the Eastmont Town Center Intercreditor Agreement, (iii) the Hyatt Place Texas Portfolio Intercreditor Agreement and (iv) the
New Center One Building Intercreditor Agreement without the consent of the holder of the related Serviced Pari Passu Companion
Loan.


 


    (d)       Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on
the 17g-5 Information Provider’s Website pursuant to Section 3.15(b) and Section 3.15(c), as applicable, and
thereafter, the Certificate Administrator shall furnish a copy of such amendment to each Certificateholder and each Serviced Companion
Noteholder, the Depositor, the Master Servicer, the Special Servicer, the Mortgagors, the Underwriters and the Rating Agencies.


 


    (e)       It
shall not be necessary for the consent of Certificateholders under this Section 12.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


    (f)        The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 12.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


    (g)       The
cost of any Opinion of Counsel to be delivered pursuant to Section 12.01(a) or (c) shall be borne by the Person seeking
the related amendment, except that if the Master Servicer, the Certificate Administrator or the Trustee requests any amendment
of this Agreement in furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required
in connection therewith pursuant to Section 12.01(a) or (c) shall be payable out of the Certificate Account.


 


    (h)       The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30).


 






    	-378-



    	 



    

 


(i)         To
the extent the Senior Trust Advisor, the Trustee, Certificate Administrator, Master Servicer, Special Servicer or Depositor obtains
an Opinion of Counsel as provided for in Section 12.01(c) in connection with executing any amendment to this Agreement,
such party shall be deemed not to have acted negligently in connection with entering into such amendment for purposes of availing
itself of any indemnity provided to such party under this Agreement.


 


(j)         Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 12.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor
nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)        This
Agreement may not be amended without the consent of any holder of an AB Subordinate Companion Loan if such amendment would materially
and adversely affect the rights of such Companion Holder hereunder.


 


Section 12.02  Recordation
of Agreement; Counterparts.  (a)  To the extent permitted by applicable law, this Agreement is subject to recordation in all
appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all
of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by the Special Servicer
and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied by an Opinion
of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and beneficially
affects the interests of the Certificateholders.


 


(b)        For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in
Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart
of this Agreement.


 


(c)        The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the fact
of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section 12.03  Limitation
on Rights of Certificateholders.  (a)  The death or incapacity of any Certificateholder shall not operate to terminate this Agreement
or the Trust Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.


 






    	-379-



    	 



    

 


(b)        No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)        No
Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement or any Mortgage Loan, or with
respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement,
such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the
continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust
and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than
25% of the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action,
suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty (60) days after
its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute any such action,
suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it hereunder or
to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the
Holders of Certificates unless such Holders have offered to the Trustee reasonable security against the costs, expenses and liabilities
which may be incurred therein or hereby. It is understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever
by virtue of any provision of this Agreement or the Certificates to affect, disturb or prejudice the rights of the Holders of any
other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which priority
or preference is not otherwise provided for herein, or to enforce any right under this Agreement or the Certificates, except in
the manner herein or therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 12.03(c), each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.


 


Section 12.04  Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial.  THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR
RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE
RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 






    	-380-



    	 



    


 


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY
SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE
OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 12.05Notices.
(a)  Any communications
provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given if personally delivered at or couriered, sent by facsimile transmission (other than with respect to the Mortgage
Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the Mortgage Loan Sellers, the Master Servicer
the Certificate Administrator and the Trustee which shall be deemed to have been duly given only when received), to:





	 	 


In the case of the Depositor:



	 	 	 
	 	 	J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: kunal.k.singh@jpmorgan.com
	 	 	 
			with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

32nd Floor

New York, New York 10179

Attention: Bianca A. Russo

Managing Director and Associate General Counsel

Telecopy number: (917) 464-6116

E-mail: russo_bianca@jpmorgan.com



 



    	-381-



    	 



    

 


	 	 	 
	 	In the case of the Master Servicer:
	 	 	 
	 	 	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMBB 2015-C32 Asset Manager

Telecopy Number: (704) 715-0036
	 	 	 
	 	 	with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: JPMBB 2015-C32
	 	 	 
	 	 	with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190
	 	 	 
	 	In the case of the Special Servicer:
	 	 	 
	 	 	LNR Partners, LLC

                              1601 Washington Avenue, Suite 700

                              Miami Beach, Florida 33139

                              Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw

                              Fax Number: (305) 695-5601

                              Email: tnealon@lnrproperty.com, srivers@lnrproperty.com and jwarshaw@lnrproperty.com
	 	 	 
	 	 	with a copy to:



Dechert LLP

90 State House Square

Hartford, Connecticut 06103-3702

Attention: Katherine A. Burroughs, Esq.

Telecopy Number: (860) 524-3930

E-mail: katherine.burroughs@dechert.com



 



    	-382-



    	 



    

 


	 	 	and with respect to notices related to Section 3.15, Section 8.09 and Article XI to:



inquiries@lnrproperty.com,

tnealon@lnrproperty.com,

srivers@lnrproperty.com, and

jwarshaw@lnrproperty.com
	 	 	 
	 	In the case of the Directing Certificateholder:
	 	 	 
	 	 	LNR Securities, Inc.

                              1601 Washington Avenue, Suite 700

                              Miami Beach, Florida 33139

                              Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw

                              Fax Number: (305) 695-5601

                              Email: tnealon@lnrproperty.com and srivers@lnrproperty.com
	 	 	 
	 	In the case of the Trustee:
	 	 	 
	 	 	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee JPMBB 2015-C32

Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com
	 	 	 
	 	In the case of the Certificate Administrator:
	 	 	 
	 	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32

Telecopy Number: (410) 715 2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein



 



    	-383-



    	 



    

 


	 	In the case of the Senior Trust Advisor:
	 	 	 
	 	 	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

With a copy sent via email to: don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com



with a copy to:



Bass Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay Knight

Email: jknight@bassberry.com
	 	 	 
	 	In the case of the Mortgage Loan Sellers:
	 	 	 
	 	(i)	JPMorgan Chase Bank, National Association
 383 Madison Avenue
 New York, New York 10179

                           Attention: Joseph E. Geoghan
 E-mail: joseph.geoghan@jpmorgan.com
	 	 	 
	 	(ii)	Barclays Bank PLC
 745 Seventh Avenue
 New York, New York 10019
 Facsimile Number: (646) 758-1700
 Attention: Daniel Vinson, Managing Director
 E-mail: daniel.vinson@barclays.com
	 	 	 
	 	 	with a copy to:

                              

                              Barclays Bank PLC

                              745 Seventh Avenue

                              New York, New York 10019

                              Facsimile Number: (212) 412-7519

                              Attention: Steven P. Glynn, Legal Department

                              Email: steven.glynn@barclays.com
	 	 	 
	 	(iii)	RAIT Funding LLC




2929 Arch Street, 17th
Floor


Philadelphia, Pennsylvania
19104


Attention: Jamie Reyle, Senior
Managing Director – Chief Legal Officer; and Attention: Scott Davidson, President






 



    	-384-



    	 



    

 


	 	 	with a copy to:



RAIT Financial Trust


2929 Arch Street, 17th
Floor


Philadelphia, Pennsylvania
19104


Attention: Jamie Reyle, Senior
Managing Director – Chief Legal Officer; and Attention: Scott Davidson, President



	 	 	 
	 	(iv)	Starwood Mortgage Funding II LLC
 1601 Washington Avenue, Suite 800
 Miami Beach, Florida 33139
 Facsimile Number: (305) 695-5449
 Attention: Leslie K. Fairbanks, Executive Vice President
 Email: lfairbanks@starwood.com
	 	 	 
	 	 	with a copy to:



LNR Property LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Facsimile Number: (305) 695-5449

Attention: Vincent P. Kallaher, Senior Vice President

Email: vkallaher@lnrproperty.com


 


with a copy to:



LNR Property LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Facsimile Number: (305) 695-5449

Attention: General Counsel

Email: srivers@lnrproperty.com



	 	 	 
	 	(v)	Redwood Commercial Mortgage Corporation
 One Belvedere Place, Suite 300
 Mill Valley, California 94941
 Attention: Sandy Vegano
	 	 	 
	 	 	with a copy to:



Dechert LLP

1095 Avenue of the Americas

New York, New York 10036

Attention: Laura Swihart



 



    	-385-



    	 



    

 


	 	(vi)	MC-Five Mile Commercial Mortgage Finance LLC

1330 Avenue of the Americas

New York, New York 10019

Attention: Mathew Philip, Managing Director

Email: mphilip@mcfivemile.com
	 	 	 
	 	 	and with respect to certifications
pursuant to Section 2.02(b) of this Agreement, with a copy to:


 


Anderson McCoy & Orta

100 N. Broadway, 26th Floor

Oklahoma City, Oklahoma 73102

Attention: Vanessa Orta

Email: vorta@amopc.com


 


with a copy to:



Polsinelli PC

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Casandra Carpenter

Email: ccarpenter@polsinelli.com



	 	 	 
	 	In the case of any mezzanine lender:




 


The address set forth in the related Intercreditor Agreement.


 


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


 


(b)          Any party required
to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver such written
notice of the events or information specified in Section 3.15(c) to the Rating Agencies at the address listed below,
promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, the Certificate Administrator,
and Trustee also shall furnish such other information regarding the Trust Fund as may be reasonably requested by the Rating Agencies
to the extent such party has or can obtain such information without unreasonable effort or expense; provided, however,
that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in
Section 3.15(c); provided, further, that the 17g-5 Information Provider shall not disclose which Rating
Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute
a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required
hereunder shall be in writing.


 



    	-386-



    	 



    

 

	 	Any notices to the Rating Agencies shall be sent to the following addresses:

	 	 	 
	 	 	Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com





	 	 	 
	 	 	


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395



	 	 	 
	 	 	DBRS, Inc.

               333 West Wacker Drive, Suite 1800

               Chicago, Illinois 60606

               Attention: Commercial Mortgage Surveillance

               Facsimile No.: (312) 332-3492

               Email: cmbs.surveillance@dbrs.com
	 	 	 
	 	 	Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295


E-mail: info.cmbs@fitchratings.com











 


Section 12.06 Severability
of Provisions.



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


 


Section 12.07 Grant
of a Security Interest.



The Depositor intends
that the conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement
shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a
loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant
to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed
to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title
and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans, all principal and
interest received or receivable with respect to the Mortgage Loans (other than principal and interest payments due and payable
prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off


 



    	-387-



    	 



    

 


Date), all amounts held from time to time in
the Certificate Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established,
the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and
to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and (ii) this Agreement shall
constitute a security agreement under applicable law. This Section 12.07 shall constitute notice to the Trustee pursuant
to any of the requirements of the applicable UCC.


 


Section 12.08 Successors
and Assigns; Third Party Beneficiaries.
(a)  The provisions
of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto,
and all such provisions shall inure to the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents),
each Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization
and each Initial Purchaser is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded
it hereunder. No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right,
remedy or claim under this Agreement.


 


(b)        Each Serviced
Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder. Each
of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any provisions
regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)        Each of the applicable
Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, any other parties to the applicable Non-Serviced
Pooling Agreement and the holder of the applicable Non-Serviced Companion Loan, in each case, with respect to the related Non-Serviced
Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights as specifically provided for herein
and under the applicable Non-Serviced Intercreditor Agreement.


 


Section 12.09 Article
and Section Headings.
The article and section
headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.


 


Section 12.10 Notices
to the Rating Agencies.
(a)  The Certificate
Administrator shall use reasonable efforts promptly to provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.15(c), (and the related 17g-5 information provider for any
class of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following
of which it has actual knowledge:


 


(i)         any
material change or amendment to this Agreement;


 


(ii)        the
occurrence of a Servicer Termination Event that has not been cured;


 



    	-388-



    	 



    

 


(iii)       the
resignation or termination of the Certificate Administrator, the Master Servicer or the Special Servicer; and


 


(iv)       the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement.


 


(b)        The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.15(c), with respect to each of the following of which it
has actual knowledge:


 


(i)         the
resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)        any
change in the location of the Certificate Account;


 


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


 


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


 


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


 


(vi)       any
material damage to any Mortgaged Property;


 


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


 


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


 


(c)        The Certificate
Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
Website pursuant to Section 3.15(c), and thereafter to the Rating Agencies of (i) any change in the location of
the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)        The Trustee, the
Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5 Information
Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.15(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating
Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer,
can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information
or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master
Servicer


 



    	-389-



    	 



    

 


and Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such information.
Notwithstanding anything to the contrary herein, nothing in this Section 12.10 shall require a party to provide duplicative
notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery by the
Master Servicer or Special Servicer to the 17g-5 Information Provider of any information, report, notice or document for posting
to the 17g-5 Information Provider Website, the 17g-5 Information Provider shall notify the Master Servicer or Special Servicer
when such information, report, notice or document has been posted.


 


[End of Article XII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 



    	-390-



    	 



    

 







 


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


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

Depositor
	 	 	 
	 	By: 	/s/ Dwayne McNicholas
	 	 	Name: Dwayne McNicholas
	 	 	Title: Vice President



 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL 
ASSOCIATION, 
Master Servicer
	 	 	 
	 	By:	/s/ Cynthia L. Schwartz
	 	 	Name:   Cynthia L. Schwartz
	 	 	Title:     Director



 

	 	 	 
	 	LNR
    PARTNERS, LLC, 
Special Servicer
	 	 	 
	 	By:	/s/ Jerry Hirschkorn
	 	 	Name:  Jerry Hirschkorn
	 	 	Title:    Vice President



 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL 
ASSOCIATION, 
not in its individual capacity, but solely as 
Certificate Administrator
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name:  Stacey Gross
	 	 	Title:    Vice President


 

JPMBB 2015-C32 – Pooling
and Servicing Agreement


 






    	 



    	 



    


 


 



 

	 	 	 
	 	WILMINGTON TRUST, NATIONAL 
ASSOCIATION,
not in its individual capacity, but solely as 
Trustee
	 	 	 
	 	By:	/s/ Clarice Wright
	 	 	Name:  Clarice Wright
	 	 	Title:    Assistant Vice President



 

	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
Senior Trust Advisor
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title:   Executive Director and Solely as an 
Authorized Signatory for Pentalpha 
Surveillance LLC 



 






JPMBB 2015-C32 – Pooling
and Servicing Agreement


 






    	 



    	 



    


 








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



 


On the 29 day of October,
2015, before me, a notary public in and for said State, personally appeared DWAYNE MCNICHOLAS known to me to be a VICE PRESIDENT
of J.P. Morgan Chase Commercial Mortgage Securities Corp., that executed the within instrument, and also known to me to be the
person who executed it on behalf of such corporation, and acknowledged to me that such corporation executed the within instrument.


 


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


 


	 	/s/
    Michael A. Cuomo
	 	Notary Public
	 	 
	 	Michael A. Cuomo
	 	Notary Public, State of New York
	[SEAL]	Qualified in New York County
	 	No. 02CU6268078
	My commission expires:	My Commission Expires August 27, 2016
	 	 
	 	 



 


JPMBB 2015-C32  – Pooling and Servicing Agreement


 






    	 



    	 



    




 


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



 


On
this 20 day of October, 2015, personally appeared before me Cynthia L. Schwartz, to me known (or proved to me on the basis of
satisfactory evidence) to be a Director of Wells Fargo Bank, National Association, a national banking association, that executed
the within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said entity,
for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument, and that by
her signature on the instrument the entity upon behalf of which she acted, executed the instrument.


 





	 	/s/
    Erica L. Smith 
	 	Notary
	 	Name: 
		 
	My Commission expires: July 15, 2017	 
	 	 
	ERICA L. SMITH	 
	NOTARY PUBLIC	 
	Gaston County	 
	North Carolina	 
	My Commission Expires 7/15/2017	 



 


JPMBB 2015-C32 -   Pooling and Servicing Agreement


 






    	 



    	 



    

 


 


	STATE OF 	)	 
	 	)	ss.:
	COUNTY OF 	)	 



 


On the 15th day of October,
2015, before me, a notary public in and for said State, personally appeared Jerry Hirschkorn known to me to be a Vice President
of LNR Partners, LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf of
such limited liability company, and acknowledged to me that such limited liability company executed the within instrument.


 


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


 





	 	/s/ Desmond McWeeney
	Desmond McWeeney	Notary Public
	Nassad County	 
	01MC6330849	
	 	
	[SEAL]	
	 	
	My commission expires:	
	 	 
	9/28/2019 	 



 


JPMBB 2015-C32  – Pooling and Servicing Agreement


 






    	 



    	 



    

 








	STATE OF Maryland	)	 
	 	)	ss.:
	COUNTY OF Howard	)	 



 


On the 16 day of October,
2015, before me, a notary public in and for said State, personally appeared Stacey Gross known to me to be a VP of Wells Fargo
Bank, National Association, that executed the within instrument, and also known to me to be the person who executed it on behalf
of such national banking association, and acknowledged to me that such national banking association executed the within instrument.


 


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


 





	 	/s/
    Amy Martin 
	 	Notary Public
	 	 
	[SEAL]	AMY MARTIN
	 	NOTARY PUBLIC
	My commission expires:	ANNE ARUNDEL COUNTY
	 	MARYLAND
	 	My Commission Expires 2-22-2017



 


JPMBB 2015-C32  – Pooling and Servicing Agreement


 






    	 



    	 



    

 





	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE	)	 



 


On the 15th day of October, 2015, before me, a notary public in and for said State, personally appeared Clarice Wright known to me to be a Assistant Vice President of Wilmington Trust, National Association, that executed the within instrument, and also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national banking association executed the within instrument.


 


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


 





	 	/s/
    Christina M Bader
	 	Notary Public
	 	 
	[SEAL]	CHRISTINA M BADER
	 	NOTARY PUBLIC
	My commission expires:	STATE OF DELAWARE
	 	My Commission Expires: 4-15-2016
	04-15-2016	



 


JPMBB 2015-C32  – Pooling and Servicing Agreement


 






    	 



    	 



    







 


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


 


On the 16th day of October,
2015, before me, a notary public in and for said State, personally appeared James Callahan known to me to be an Executive of Pentalpha
Surveillance LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf of such
limited liability company, and acknowledged to me that such limited liability company executed the within instrument.


 


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


 








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



 


JPMBB 2015-C32  – Pooling and Servicing Agreement


 






    	 



    	 



    

 











EXHIBIT
A-1


 


FORM
OF CLASS A-1 CERTIFICATE


 


CLASS
A-1


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS A-1


 


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


 


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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 





 



 




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


 


2
     Book-Entry Certificate legend.


 







    	A-1-1



    	 



    

 


MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 




    	A-1-2



    	 



    

 





	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING

        AGREEMENT: AS OF OCTOBER 1, 2015

         

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

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-1 CERTIFICATES

        AS OF THE CLOSING DATE: $80,183,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [A-1-1]

         



  




    	A-1-3



    	 



    

 


CLASS A-1
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-1 Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-1


 






    	A-1-4



    	 



    

 


Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Distribution
Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 






    	A-1-5



    	 



    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-1 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          to correct any defect or ambiguity in the Pooling and Servicing Agreement
in order to address any manifest error in any provision of the Pooling and Servicing Agreement;


 



(ii)          to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus Supplement with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 



(iii)          to change the timing and/or nature of deposits in the Certificate
Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall
in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;


 



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


 



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


 






    	A-1-6



    	 



    




 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)         
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)          to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any
material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing


 






    	A-1-7



    	 



    

 


Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any
AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 






    	A-1-8



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. 


 




    	A-1-9



    	 



    

 


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

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 







		Dated:	October
29, 2015








 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-1-10



    	 



    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-1-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-1-12



    	 



    

 


EXHIBIT
A-2


 


FORM
OF CLASS A-2 CERTIFICATE


 


CLASS
A-2


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS A-2


 


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


 


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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 





 



 




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


 


2
     Book-Entry Certificate legend.


 



    	A-2-1



    	 



    

 


MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT, ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 




    	A-2-2



    	 



    

 


 


	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING

        AGREEMENT: AS OF OCTOBER 1, 2015

         

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

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-2 CERTIFICATES

        AS OF THE CLOSING DATE: $244,690,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [A-2-1]

         

	 	 	 


 


 




    	A-2-3



    	 



    

 


CLASS A-2
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-2 Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-2 Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-2


 






    	A-2-4



    	 



    

 


Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Distribution
Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 






    	A-2-5



    	 



    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-2 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


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


 


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


 






    	A-2-6



    	 



    

 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)       
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)          to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any
material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing


 






    	A-2-7



    	 



    

 


Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any
AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 






    	A-2-8



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. 


 




    	A-2-9



    	 



    

 


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

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October
29, 2015 







 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-2-10



    	 



    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-2-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-2-12



    	 



    

 


EXHIBIT
A-3


 


FORM
OF CLASS A-3 CERTIFICATE


 


CLASS
A-3


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS A-3


 


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


 


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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 





 



 




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


 


2
     Book-Entry Certificate legend.


 


    	A-3-1



    	 



    

 


MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 




    	A-3-2



    	 



    

  


	PASS-THROUGH
                                         RATE: [_________]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING

        AGREEMENT: AS OF OCTOBER 1, 2015

         

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

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-3 CERTIFICATES

        AS OF THE CLOSING DATE: $28,747,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [A-3-1]

         




 



    	A-3-3



    	 



    

 


CLASS A-3
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-3 Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-3 Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-3


 






    	A-3-4



    	 



    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Distribution Amount to be distributed on the Certificates of this Class as of such Distribution
Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 






    	A-3-5



    	 



    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


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


 


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


 


 



    	A-3-6



    	 



    




 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)         
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)          to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any
material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing


 






    	A-3-7



    	 



    

 


Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any
AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 






    	A-3-8



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. 


 




    	A-3-9



    	 



    

 


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

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October
29, 2015







 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-3-10



    	 



    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-3-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-3-12



    	 



    

 



EXHIBIT A-4


 


FORM
OF CLASS A-4 CERTIFICATE


 


CLASS
A-4


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS A-4


 


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


 


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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 





 



 


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


 


2
  Book-Entry Certificate legend.



 






    	A-4-1



    	 



    

 


MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    	A-4-2



    	 



    







 


	PASS-THROUGH
                                         RATE: [_________]%

         

        DENOMINATION:
        $[            ]

         

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

         

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

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-4 CERTIFICATES

        AS OF THE CLOSING DATE: $100,000,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [A-4-1]

         



 


    	A-4-3



    	 



    
 


CLASS A-4
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-4 Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-4 Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-4


 






    	A-4-4



    	 



    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Distribution Amount to be distributed on the Certificates of this Class as of such Distribution
Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 






    	A-4-5



    	 



    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-4 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


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


 


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


 






    	A-4-6



    	 



    

 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)       to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing


 






    	A-4-7



    	 



    

 


Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


                                (v)          amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any
AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 






    	A-4-8



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    	A-4-9



    	 



    







 


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

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October 29, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-4-10



    	 



    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-4-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-4-12



    	 



    

 

EXHIBIT
A-5


 


FORM
OF CLASS A-5 CERTIFICATE


 


CLASS
A-5


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS A-5


 


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


 


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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 


 



 


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


 


2
  Book-Entry Certificate legend.



 



    	A-5-1



    	 



    

 


MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    	A-5-2



    	 



    







 


	PASS-THROUGH
                                         RATE: [_________]%

         

        DENOMINATION:
        $[            ]

         

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

         

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

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-5 CERTIFICATES

        AS OF THE CLOSING DATE: $234,856,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [A-5-1]

         



 


    	A-5-3



    	 



    
 

CLASS A-5
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-5 Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-5 Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-5


 






    	A-5-4



    	 



    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Distribution Amount to be distributed on the Certificates of this Class as of such Distribution
Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 






    	A-5-5



    	 



    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-5 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)         to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


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


 


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


 






    	A-5-6



    	 



    

 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing


 






    	A-5-7



    	 



    

 


Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 






    	A-5-8



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    	A-5-9



    	 



    







 


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

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October 29, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-5 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-5-10



    	 



    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-5-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-5-12



    	 



    

 

EXHIBIT
A-6


 


FORM
OF CLASS A-SB CERTIFICATE


 


CLASS
A-SB


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS A-SB


 


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


 


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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER OR ANY OTHER PERSON.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


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


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 


 



 


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


 


2
  Book-Entry Certificate legend.



 


    	A-6-1



    	 



    

 


MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    	A-6-2



    	 



    







 


	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

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

         

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

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-SB CERTIFICATES

        AS OF THE CLOSING DATE: $115,238,000

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [A-SB-1]

         



 






    	A-6-3



    	 



    







 


CLASS
A-SB CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-SB Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-SB Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-SB


 






    	A-6-4



    	 



    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Distribution Amount to be distributed on the Certificates of this Class as of such Distribution
Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 






    	A-6-5



    	 



    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-SB Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)         to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


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


 


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


 






    	A-6-6



    	 



    

 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing


 






    	A-6-7



    	 



    

 


Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 






    	A-6-8



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    	A-6-9



    	 



    







 


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

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October 29, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-SB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-6-10



    	 



    







  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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









 



    	A-6-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-6-12



    	 



    

 









EXHIBIT
A-7


 


FORM OF CLASS X-A CERTIFICATE


 


CLASS X-A


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32 


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 





SERIES
2015-C32, CLASS X-A


 


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


 


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


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CLASS X-A CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.]


 


[THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4,
CLASS A-5, CLASS A-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]


 


[THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-A CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.


 





 



 





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


 


2
     Book-Entry Certificate legend.


 






    	A-7-1



    	 



    

 


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


 






    	A-7-2



    	 



    

 


 




 


 


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

         

        DENOMINATION: $[            ]

         

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

         

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

         

        CLOSING DATE: OCTOBER 29, 2015

         

        FIRST DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES
        AS OF THE CLOSING DATE: $855,381,000

         
	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: LNR PARTNERS,
        LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

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

         





    	A-7-3



    	 



    

 


CLASS X-A
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Certificate Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-A Certificates issued by the Trust Fund created
pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-A Certificates. The Certificates are designated as the JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-A


 






    	A-7-4



    	 



    

 


Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Distribution Amount to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Collateral Support Deficit,
Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficit or Certificate
Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate Account will be paid
to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    	A-7-5



    	 



    

 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


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


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.
The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Master
Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the
contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)        to
change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


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


 


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


 



    	A-7-6



    	 



    




 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing
Agreement);


 


(vii)       to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by
an Opinion of Counsel;


 


(viii)      to
modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)         to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing


 






    	A-7-7



    	 



    

 


Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a
Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)      
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special
Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion
of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust Fund’s
portion of any REO Loans remaining in the Trust Fund is less than (or, in the case of clause (ii) below, less than or equal to)
the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of the Trust Fund, the product of (x) a percentage that is
calculated by dividing the outstanding principal balance of the U-Haul Portfolio Mortgage Loan (or the related REO Loan) on the
date that is the 10-year anniversary from the start-up date of the Trust, by the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement and (y) the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided, however, that this termination right
shall not be exercisable at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date in October
2025.


 






    	A-7-8



    	 



    

 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class EC
Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In
no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of
St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	A-7-9



    	 



    

 


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

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October 29, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  



 






    	A-7-10



    	 



    

  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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



 







    	A-7-11



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 







    	A-7-12



    	 



    

 











EXHIBIT A-8


 


FORM
OF CLASS X-B CERTIFICATE


 


CLASS
X-B


 


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS X-B


 


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


 


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


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS
CLASS X-B CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL OTHER THAN A PAYMENT OF $100
ON THE FIRST DISTRIBUTION DATE.]


 


[THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B
CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET
FORTH BELOW.]


 


[THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. 





	 	 



  





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


 


2     Book-Entry
Certificate legend.


  






    	A-8-1



    	 



    

 


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


 




    	A-8-2



    	 



    

 


 


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

         

        DENOMINATION:
        $[            ]

         

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

         

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

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES AS OF THE CLOSING DATE: $57,408,000

        
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [X-B-1]

        



 


    	A-8-3



    	 



    

 


CLASS X-B
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-B Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class X-B Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-B


 






    	A-8-4



    	 



    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Distribution Amount to be distributed on the Certificates of this Class as of such Distribution
Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 






    	A-8-5



    	 



    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


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


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


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


 


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


 






    	A-8-6



    	 



    

 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing


 






    	A-8-7



    	 



    

 


Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)       
   reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are
required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are
required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 






    	A-8-8



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	A-8-9



    	 



    

 


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

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October
                                         29, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  







    	A-8-10



    	 



    




  


ABBREVIATIONS


 


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


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


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


 


FORM
OF TRANSFER


 


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


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


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


  


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


 






	 	 
	SIGNATURE GUARANTEED	 





 


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








 




    	A-8-11



    	 



    
  

DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 




    	A-8-12



    	 



    
 

EXHIBIT
A-9


 


FORM
OF CLASS X-C CERTIFICATE


 


CLASS
X-C


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS X-C


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





	 	 



  





1     Temporary
Regulation S Book-Entry Certificate legend.


 


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


 


3     Book-Entry
Certificate legend.


  






    	A-9-1



    	 



    

 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.]


 


[THIS
CLASS X-C CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL OTHER THAN A PAYMENT OF $100
ON THE FIRST DISTRIBUTION DATE.]


 


[THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS C
CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET
FORTH BELOW.]


 


[THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-C CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW.]


 


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


 




    	A-9-2



    	 



    

  


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

         

        DENOMINATION:
        $[            ]

         

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

         

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

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-C CERTIFICATES AS OF THE CLOSING DATE: $99,029,000

        
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

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

        



 


    	A-9-3



    	 



    

 


CLASS X-C
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-C Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class X-C Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-C


 






    	A-9-4



    	 



    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Distribution Amount to be distributed on the Certificates of this Class as of such Distribution
Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 






    	A-9-5



    	 



    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-C Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $1,000,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate
Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either Trust REMIC
or the Grantor Trust that would be a claim against the Trust Fund or either Trust REMIC or the Grantor Trust; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 






    	A-9-6



    	 



    

 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing


 






    	A-9-7



    	 



    

 


Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)     
     reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or
which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 






    	A-9-8



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  




    	A-9-9



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October
                                         29, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  







    	A-9-10



    	 



    
 

ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  








 




    	A-9-11



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent



 






    	A-9-12



    	 



    

 



EXHIBIT
A-10


 


FORM
OF CLASS X-D CERTIFICATE


 


CLASS
X-D


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS X-D


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 

 



 



1     Temporary Regulation S Book-Entry
Certificate legend.


 


2     Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement.


 


3     Book-Entry Certificate legend.


 


    	A-10-1



    	 



    

 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.]


 


[THIS
CLASS X-D CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.]


 


[THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS
D CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT
SET FORTH BELOW.]


 


[THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


    	A-10-2



    	 



    


 




	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2015

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES AS OF THE CLOSING DATE: $50,232,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [X-D-1] [X-D-S-1]




 


    	A-10-3



    	 



    


 


CLASS X-D
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-D Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class X-D Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-D


 


    	A-10-4



    	 



    

 


Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Distribution
Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 


    	A-10-5



    	 



    

 


writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $1,000,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate
Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)            
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either Trust REMIC
or the Grantor Trust that would be a claim against the Trust Fund or either Trust REMIC or the Grantor Trust; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 


    	A-10-6



    	 



    

 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing


 


    	A-10-7



    	 



    

 


Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 


    	A-10-8



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 







    	A-10-9



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.




	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY



 


Dated:      
October 29, 2015


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.




	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY




 



    	A-10-10



    	 



    


 


  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-10-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 





    	A-10-12



    	 



    



 


EXHIBIT
A-11


 


FORM
OF CLASS A-S CERTIFICATE


 


CLASS
A-S


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS A-S


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE CLASS
B AND CLASS C CERTIFICATES, MAY BE EXCHANGED, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, FOR
THE CLASS EC CERTIFICATES.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 

 



 



1     Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Book-Entry
Certificate legend.


 



    	A-11-1



    	 



    

 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS
X-C AND CLASS X-D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 







    	A-11-2



    	 



    





	 	 	 
	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2015

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
AGGREGATE

CERTIFICATE BALANCE

OF THE CLASS A-S CERTIFICATES

AS OF THE CLOSING DATE: $51,667,000 (REPRESENTS THE MAXIMUM PRINCIPAL BALANCE
OF THE CLASS A-S CERTIFICATES THAT COULD BE ISSUED IN AN EXCHANGE)
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [A-S-1]

         



 


    	A-11-3



    	 



    

 


CLASS A-S
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-S Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-S Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-S


 


    	A-11-4



    	 



    

 


Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Distribution
Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 


    	A-11-5



    	 



    

 


writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-S Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


In
addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the Class
B and Class C Certificates, may be exchanged, pursuant to the procedures set forth in the Pooling and Servicing Agreement, for
the Class EC Certificates.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either Trust REMIC
or the Grantor Trust that would be a claim against the Trust Fund or either Trust REMIC or the Grantor Trust; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by


 


    	A-11-6



    	 



    

 


an Opinion of Counsel,
cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


    	A-11-7



    	 



    

 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage


 


    	A-11-8



    	 



    

 


Loans as set forth in the Pooling
and Servicing Agreement and (y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans
as set forth in the Pooling and Servicing Agreement; provided, however, that this termination right shall not
be exercisable at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date in October
2025.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.






 



    	A-11-9



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October
                                         29, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-11-10



    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-11-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-11-12



    	 



    

 




EXHIBIT A-12


 


FORM
OF CLASS B CERTIFICATE


 


CLASS
B


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS B


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE CLASS
A-S AND CLASS C CERTIFICATES, MAY BE EXCHANGED, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, FOR
THE CLASS EC CERTIFICATES.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




 



 


1    Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.


 


2    Book-Entry Certificate legend. 


 


    	A-12-1



    	 



    

 





THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS
X-C, CLASS X-D AND CLASS A-S CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


  




    	A-12-2



    	 



    


 


 


	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2015

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS B CERTIFICATES

        AS OF THE CLOSING DATE: $57,408,000 (REPRESENTS THE MAXIMUM PRINCIPAL BALANCE OF THE CLASS B CERTIFICATES THAT COULD BE
        ISSUED IN AN EXCHANGE)

        
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [B-1]

         



 


 




    	A-12-3



    	 



    


 


 


CLASS B
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class B Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class B Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class B


 



    	A-12-4



    	 



    

 


Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Distribution
Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 



    	A-12-5



    	 



    

 


writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


In
addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the Class
A-S and Class C Certificates, may be exchanged, pursuant to the procedures set forth in the Pooling and Servicing Agreement, for
the Class EC Certificates.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           to correct any defect or ambiguity in the Pooling and Servicing Agreement
in order to address any manifest error in any provision of the Pooling and Servicing Agreement;


 


(ii)          to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus Supplement with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Certificate
Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall
in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;


 


(iv)         to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or either Trust REMIC or the Grantor Trust that would be a claim against the Trust Fund or either
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)          to modify, eliminate or add to the provisions of Section 5.03(n) of
the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by


 



    	A-12-6



    	 



    

 


an Opinion of Counsel,
cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


(vi)          to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)        to amend or supplement any provision of the Pooling and Servicing
Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency,
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel;


 


(viii)        to modify the provisions of Sections 3.05 and 3.19 of the Pooling
and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if
(a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Event has not occurred and is not continuing
and with respect to the Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of either Trust REMIC as a REMIC or the status of the Grantor Trust as
a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing
Agreement); and


 


(ix)          to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any
material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 



    	A-12-7



    	 



    




 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any
AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage


 



    	A-12-8



    	 



    

 


Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    	A-12-9



    	 



    







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.








	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY
	 	 	 
	Dated:	     October 29, 2015	 	 





    






CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  









    	A-12-10



    	 



    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 









    	A-12-11



    	 



    

 


DISTRIBUTION INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 










    	A-12-12



    	 



    

 


EXHIBIT
A-13


 


FORM
OF CLASS C CERTIFICATE


 


CLASS
C


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS C


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE CLASS
A-S AND CLASS B CERTIFICATES, MAY BE EXCHANGED, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, FOR
THE CLASS EC CERTIFICATES.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


 



 

1     Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
     Book-Entry Certificate legend.


 



    	A-13-1



    	 



    




 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE
TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY
RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM
PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS
X-C, CLASS X-D, CLASS A-S AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.]


 









    	A-13-2



    	 



    

 


	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2015

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS C CERTIFICATES

        AS OF THE CLOSING DATE: $99,029,000 (REPRESENTS THE MAXIMUM PRINCIPAL BALANCE OF THE CLASS C CERTIFICATES THAT COULD BE
        ISSUED IN AN EXCHANGE)

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [C-1]

         



 




    	A-13-3



    	 



    


 


 


CLASS
C CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class C Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class C Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class C


 



    	A-13-4



    	 



    

 


Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Distribution
Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 



    	A-13-5



    	 



    

 


writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class C Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


In
addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the Class
A-S and Class B Certificates, may be exchanged, pursuant to the procedures set forth in the Pooling and Servicing Agreement, for
the Class EC Certificates.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           to correct any defect or ambiguity in the Pooling and Servicing Agreement
in order to address any manifest error in any provision of the Pooling and Servicing Agreement;


 


(ii)          to cause the provisions in the Pooling and Servicing Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus Supplement with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Certificate
Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall
in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment;


 


(iv)          to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or either Trust REMIC or the Grantor Trust that would be a claim against the Trust Fund or either
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)          to modify, eliminate or add to the provisions of Section 5.03(n) of
the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by


 



    	A-13-6



    	 



    

 


an Opinion of Counsel,
cause the Trust Fund, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


 


(vi)          to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement);


 


(vii)        to amend or supplement any provision of the Pooling and Servicing
Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency,
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting thereto as evidenced by an Opinion of Counsel;


 


(viii)        to modify the provisions of Sections 3.05 and 3.19 of the Pooling
and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if
(a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Event has not occurred and is not continuing
and with respect to the Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not adversely affect the status of either Trust REMIC as a REMIC or the status of the Grantor Trust as
a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has
delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then
current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing
Agreement); and


 


(ix)          to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any
material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 



    	A-13-7



    	 



    

 





The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          reduce in any manner the amount of, or delay the timing of, payments
received on the Mortgage Loans that are required to be distributed on a Certificate of any class without the consent of the Holder
of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)          reduce the aforesaid percentage of Certificates of any Class the Holders
of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in
any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders,
as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without
the consent of the Holders of all Certificates of such Class then outstanding; or


 


(iv)          change in any manner any defined term used in any Mortgage Loan Purchase
Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any
rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent
of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any
AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage


 



    	A-13-8



    	 



    

 


Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    	A-13-9



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY





 





		Dated:	October 29, 2015


  


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 





	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 











    	A-13-10



    	 



    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









    	A-13-11



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 



    	A-13-12



    	 



    







 


EXHIBIT
A-14


 


FORM
OF CLASS D CERTIFICATE


 


CLASS
D


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS D


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE UNDERWRITERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED


 





 



 


1
                                             Legend required as long as DTC is the Depository under the Pooling and Servicing
                                         Agreement.


 


2
      Book-Entry Certificate legend.



 



    	A-14-1



    	 



    

 


MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS
X-C, CLASS X-D, CLASS A-S, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.]


 






    	A-14-2



    	 



    

 


	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING

        AGREEMENT: AS OF OCTOBER 1, 2015

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
AGGREGATE

CERTIFICATE BALANCE

OF THE CLASS D CERTIFICATES

AS OF THE CLOSING DATE: $50,232,000
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [D-1] [D-S-1]

         



 



    	A-14-3



    	 



    

 


CLASS
D CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class D


 



    	A-14-4



    	 



    

 


Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Distribution
Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 



    	A-14-5



    	 



    

 


writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either Trust REMIC
or the Grantor Trust that would be a claim against the Trust Fund or either Trust REMIC or the Grantor Trust; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 






    	A-14-6



    	 



    

 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing


 



    	A-14-7



    	 



    

 


Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 






    	A-14-8



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  



    	A-14-9



    	 



    

 







 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October 29, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-14-10



    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-14-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-14-12



    	 



    

 





EXHIBIT
A-15


 


FORM
OF CLASS E CERTIFICATE


 


CLASS
E


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS E


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


 


 



 

1
      Temporary Regulation S Book-Entry Certificate legend.


 


2
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3     
 Book-Entry Certificate legend.



 






    	A-15-1



    	 



    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.]


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH
PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60,
AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH
INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE
ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION
BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN


 



    	A-15-2



    	 



    

 


THAT SET FORTH BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


[THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B,
CLASS X-C, CLASS X-D, CLASS A-S, CLASS B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.]


  



    	A-15-3



    	 



    

 


	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING

        AGREEMENT: AS OF OCTOBER 1, 2015

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
AGGREGATE

CERTIFICATE BALANCE

OF THE CLASS E CERTIFICATES

AS OF THE CLOSING DATE: $28,705,000
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [E-1] [E-S-1]

         



 



    	A-15-4



    	 



    

 





CLASS
E CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class E Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class E Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class E


 



    	A-15-5



    	 



    

 


Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Distribution
Amount to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made
upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 



    	A-15-6



    	 



    

 


writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class E Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)       
 to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either Trust REMIC
or the Grantor Trust that would be a claim against the Trust Fund or either Trust REMIC or the Grantor Trust; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 






    	A-15-7



    	 



    

 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing


 



    	A-15-8



    	 



    

 


Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 






    	A-15-9



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 



    	A-15-10



    	 



    

  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October 29, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-15-11



    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-15-12



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-15-13



    	 



    


 




EXHIBIT
A-16


 


FORM
OF CLASS F CERTIFICATE


 


CLASS
F


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS F


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.




 

 



 




1
     Temporary Regulation S Book-Entry Certificate legend.


 


2
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
     Book-Entry Certificate legend.



 



    	A-16-1



    	 



    

 





PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.]


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH
PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60,
AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH
INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE
ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION
BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN


 






    	A-16-2



    	 



    

 


THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS
X-C, CLASS X-D, CLASS A-S, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.] 


 




    	A-16-3



    	 



    

 


 


	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING

        AGREEMENT: AS OF OCTOBER 1, 2015

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS F CERTIFICATES

        AS OF THE CLOSING DATE: $11,481,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [F-1] [F-S-1]

         



  




    	A-16-4



    	 



    

 


CLASS
F CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class F Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class F Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class F Pass-


 






    	A-16-5



    	 



    

 


Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Distribution Amount to be distributed on the Certificates of this Class as of such Distribution
Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 






    	A-16-6



    	 



    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class F Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either Trust REMIC
or the Grantor Trust that would be a claim against the Trust Fund or either Trust REMIC or the Grantor Trust; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 






    	A-16-7



    	 



    

 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)         
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)          to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any
material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing


 






    	A-16-8



    	 



    

 


Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any
AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 






    	A-16-9



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	A-16-10



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October
29, 2015







 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-16-11



    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-16-12



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-16-13



    	 



    

 


EXHIBIT
A-17


 


FORM
OF CLASS G CERTIFICATE


 


CLASS
G


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS G


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.



 

 



 




1
     Temporary Regulation S Book-Entry Certificate legend.


 


2
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
     Book-Entry Certificate legend.



 





    	A-17-1



    	 



    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.]


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH
PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60,
AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH
INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE
ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION
BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED
BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN


 






    	A-17-2



    	 



    

 


THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS
X-C, CLASS X-D, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.] 


 




    	A-17-3



    	 



    

  


	PASS-THROUGH
                                         RATE: [____]%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING

        AGREEMENT: AS OF OCTOBER 1, 2015

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS G CERTIFICATES

        AS OF THE CLOSING DATE: $11,482,000

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [G-1] [G-S-1]

         



  




    	A-17-4



    	 



    

 


CLASS
G CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class G Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class G Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class G


 






    	A-17-5



    	 



    

 


Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and
interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro
rata share of the Available Distribution Amount to be distributed on the Certificates of this Class as of such Distribution
Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in


 






    	A-17-6



    	 



    

 


writing,
and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee
or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class G Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either Trust REMIC
or the Grantor Trust that would be a claim against the Trust Fund or either Trust REMIC or the Grantor Trust; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 






    	A-17-7



    	 



    

 


(vi)          
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)         
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)          to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any
material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing


 






    	A-17-8



    	 



    

 


Agreement
or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no
such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any
AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s
portion of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement
of the then-outstanding Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the
case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of
the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding principal balance of the U-Haul
Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust,
by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement and
(y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided,
however, that this termination right shall not be exercisable at the at the percentage threshold specified in clause (ii)
above prior to the Distribution Date in October 2025.


 






    	A-17-9



    	 



    

 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	A-17-10



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October
29, 2015







 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-17-11



    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-17-12



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-17-13



    	 



    

 


EXHIBIT
A-18


 


FORM
OF CLASS EC CERTIFICATE


 


CLASS
EC


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS EC


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE
LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


[IN
ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR THE
EXCHANGEABLE CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.]


 


[THIS
CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN CERTAIN “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.]


  

 



 



1
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
     Book-Entry Certificate legend.



 



    	A-18-1



    	 



    

 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE
TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY
RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM
PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


[THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.] 


 




    	A-18-2



    	 



    

  


	PASS-THROUGH
                                         RATE: N/A.

                                         The Class EC Certificates will only receive distributions
                                         of interest that are otherwise distributable to the Class A-S, Class B and Class C Certificates
                                         (the “Exchangeable Certificates”) exchanged for such Class EC Certificates.

         

        DENOMINATION:
        $[_____]

         

        DATE
        OF POOLING AND SERVICING

        AGREEMENT: AS OF OCTOBER 1, 2015

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: OCTOBER 29, 2015

         

        FIRST
        DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS EC CERTIFICATES

        AS OF THE CLOSING DATE: $208,104,000 (represents the maximum principal balance
        of the CLASS EC Certificates that could be issued in an exchange)

         
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: LNR PARTNERS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [EC-1]

         



  




    	A-18-3



    	 



    

 


CLASS
EC CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the
REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class EC Certificates
issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class EC Certificates. The Certificates are designated
as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, SERIES 2015-C32 and
are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a beneficial interest in certain “regular interests” in a “real estate mortgage investment
conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986,
as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment
of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and
franchise taxes and other taxes imposed on or measured by income.


 


The
initial Certificate Balance of the Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the
Exchangeable Certificates and represents the maximum principal balance of the Exchangeable Certificates that could be issued in
an exchange. The Class EC Certificates will only receive distributions of principal and interest that are otherwise distributable
to the Exchangeable Certificates exchanged for such Class EC Certificates.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Exchangeable Certificates


 






    	A-15-4



    	 



    

 


exchanged
for the Class EC Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the
Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


The
Class EC Certificates will only receive distributions of interest that are otherwise distributable to the Exchangeable Certificates
exchanged for such Class EC Certificates. Interest on the Exchangeable Certificates exchanged for the Class EC Certificates will
accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the related Pass-Through Rate specified on the Certificate Balance of each such Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Distribution Amount to be distributed
on the Exchangeable Certificates exchanged for this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Collateral
Support Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable
Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support
Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust Fund.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions in writing at least five Business Days prior to the related Record Date, by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral
Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender
of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be


 






    	A-15-5



    	 



    

 


paid
out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling
and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


In
addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for the
Exchangeable Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class EC Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such
transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other
governmental charge payable in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected
by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         
 to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        
 to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize


 






    	A-15-6



    	 



    

 


the risk of imposition of any tax on the Trust Fund or either Trust REMIC
or the Grantor Trust that would be a claim against the Trust Fund or either Trust REMIC or the Grantor Trust; provided that
the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by
an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)         
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)         
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the
Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either Trust
REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)          to modify the procedures of the Pooling and Servicing Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any
material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such


 






    	A-15-7



    	 



    

 


amendment to the 17g-5 Information Provider for posting to the
17g 5 Information Provider’s Website pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate
Administrator shall post such notice to the Certificate Administrator’s Website.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case, without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          amend the Servicing Standard without the consent of 100% of the Certificateholders
or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any
AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer
nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first
received an Opinion of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling
and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator or any other specified person in accordance with such amendment will
not result in the imposition of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail
to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and


 






    	A-15-8



    	 



    

 


Servicing
Agreement, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any
related Mortgage Loan) and the Trust Fund’s portion of each REO Property remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then-outstanding Certificates, on or after the first Distribution Date
on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust Fund’s portion of any REO Loans remaining
in the Trust Fund is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1.0% of the aggregate
Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement or (ii) if the U-Haul
Portfolio Mortgage Loan is an asset of the Trust Fund, the product of (x) a percentage that is calculated by dividing the outstanding
principal balance of the U-Haul Portfolio Mortgage Loan (or the related REO Loan) on the date that is the 10-year anniversary
from the start-up date of the Trust, by the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the
Pooling and Servicing Agreement and (y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the
Pooling and Servicing Agreement; provided, however, that this termination right shall not be exercisable at the
at the percentage threshold specified in clause (ii) above prior to the Distribution Date in October 2025.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class EC Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the
terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the
Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall
terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such
final payment resulting from a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling
and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	A-15-9



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October
29, 2015







 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS EC CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-15-10



    	 



    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    	A-15-11



    	 



    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    	A-15-12



    	 



    

 



EXHIBIT
A-19


 


FORM OF CLASS NR CERTIFICATE


 


CLASS NR


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32 


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 





SERIES
2015-C32, CLASS NR


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





		1	Temporary Regulation S Book-Entry
Certificate legend.



 


		2	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Book-Entry Certificate legend.



 






    	A-19-1



    	 



    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY
GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY THE PORTION OF CERTIFICATE
DEFERRED INTEREST ALLOCABLE TO THIS CERTIFICATE AND BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS
INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION
OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN


 






    	A-19-2



    	 



    

 


THAT SET FORTH
BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.



 


[THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-C, CLASS X-D, CLASS A-S, CLASS
B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.]


 




    	A-19-3



    	 



    

 


	
        PASS-THROUGH RATE: [___]%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2015

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 29, 2015

         

        FIRST DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS NR CERTIFICATES

        AS OF THE CLOSING DATE: $34,444,648

         
	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: LNR PARTNERS,
        LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [NR-1] [NR-S-1]

         








    	A-19-4



    	 



    

 


CLASS
NR CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Certificate Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class NR Certificates issued by the Trust Fund created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class NR Certificates. The Certificates are designated as the JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class NR


 






    	A-19-5



    	 



    

 


Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Distribution Amount to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Collateral Support Deficit,
Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficit or Certificate
Deferred Interest on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate Account will be paid
to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in


 






    	A-19-6



    	 



    

 


writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class NR Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.
The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Master
Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the
contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)        
   to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any
manifest error in any provision of the Pooling and Servicing Agreement;


 


(ii)     
     to cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus Supplement with respect to the Certificates, the
Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times
that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either Trust
REMIC or the Grantor Trust that would be a claim against the Trust Fund or either Trust REMIC or the Grantor Trust; provided
that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting
such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder or Companion Holder;


 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 



    	A-19-7



    	 



    




 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)       
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing


 






    	A-19-8



    	 



    

 


Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)    
       reduce in any manner the amount of, or delay the timing of, payments received on the
Mortgage Loans that are required to be distributed on a Certificate of any class without the consent of the Holder of the
Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special
Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion
of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust Fund’s
portion of any REO Loans remaining in the Trust Fund is less than (or, in the case of clause (ii) below, less than or equal to)
the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of the Trust Fund, the product of (x) a percentage that is
calculated by dividing the outstanding principal balance of the U-Haul Portfolio Mortgage Loan (or the related REO Loan) on the
date that is the 10-year anniversary from the start-up date of the Trust, by the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement and (y) the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided, however, that this termination right
shall not be exercisable at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date in October
2025.


 






    	A-19-9



    	 



    

 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class EC
Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In
no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of
St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	A-19-10



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October 29, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS NR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-19-11



    	 



    










 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 




    	A-19-12



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 




    	A-19-13



    	 



    

 


EXHIBIT
A-20


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32 


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 





SERIES
2015-C32, CLASS R


 


[THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.]


 


[THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.]


 


[THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 






    	A-20-1



    	 



    

 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


[THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2)
AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, “NON-U.S. PERSONS” OR AGENTS OF EITHER, AS
SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR
AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM
IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED
ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS
TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE
IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME
DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED
BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER
THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION
OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND
VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL
INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED
FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED,
THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE
AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.]


 




    	A-20-2



    	 



    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2015

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 29, 2015

         

        FIRST DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        CLASS R PERCENTAGE INTEREST: [100%]

         
	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: LNR PARTNERS,
        LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        CERTIFICATE NO.: R-1

         

	 	 	 	 







    	A-20-3



    	 



    

 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Certificate Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION] is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued
by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and
Servicing Agreement”), among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling
and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters
person” for each Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably
designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or


 






    	A-20-4



    	 



    

 


currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate Account will be paid
to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee under Section 5.03(n)
of the Pooling and Servicing Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring
any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring
any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof


 






    	A-20-5



    	 



    

 


(including a nominee, middleman
or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such
Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master
Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with
any proposed Transfer of any Ownership Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it,
and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the
proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other
things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax
Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound
by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate
Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited
Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall
be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require
a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such
Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate
Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor
Letter”) certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s
statements in such Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.
The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Master
Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the
contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)   
         to correct any defect or ambiguity in the Pooling and Servicing Agreement in
order to address any manifest error in any provision of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement
or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any
error;


 


(iii)         
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 



    	A-20-6



    	 



    




 


(iv)        
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times
that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either Trust
REMIC or the Grantor Trust that would be a claim against the Trust Fund or either Trust REMIC or the Grantor Trust; provided
that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting
such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any


 






    	A-20-7



    	 



    

 


material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section
3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)    
       reduce in any manner the amount of, or delay the timing of, payments received on the
Mortgage Loans that are required to be distributed on a Certificate of any class without the consent of the Holder of the
Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)   
       reduce the aforesaid percentage of Certificates of any Class the Holders of which
are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any
such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as
applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special
Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion
of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 






    	A-20-8



    	 



    

 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the Trust Fund’s
portion of any REO Loans remaining in the Trust Fund is less than (or, in the case of clause (ii) below, less than or equal to)
the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing
Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of the Trust Fund, the product of (x) a percentage that is
calculated by dividing the outstanding principal balance of the U-Haul Portfolio Mortgage Loan (or the related REO Loan) on the
date that is the 10-year anniversary from the start-up date of the Trust, by the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement and (y) the aggregate Cut-off Date Principal Balance of the
Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided, however, that this termination right
shall not be exercisable at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date in October
2025.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class EC
Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In
no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of
St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	A-20-9



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	October 29, 2015



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-20-10



    	 



    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 






    	A-20-11



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






    	A-20-12



    	 



    

 


EXHIBIT A-21


 


FORM OF CLASS Z CERTIFICATE


 


CLASS Z


 


JPMBB
COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32


 





COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2015-C32, CLASS Z


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE SENIOR TRUST ADVISOR, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTION
THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 






    	A-21-1



    	 



    

 


EACH PURCHASER OF THIS CERTIFICATE SHALL
BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING
AGREEMENT.


 




    	A-21-2



    	 



    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF OCTOBER 1, 2015

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: OCTOBER 29, 2015

         

        FIRST DISTRIBUTION DATE:

        NOVEMBER 18, 2015

         

        CLASS Z PERCENTAGE INTEREST: [100%]

         
	
        MASTER SERVICER: WELLS FARGO
        BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: LNR PARTNERS,
        LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        Senior
        Trust Advisor:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [Z-1]

         








    	A-21-3



    	 



    

 


CLASS
Z CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Certificate Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve, the Excess Interest Distribution Account and the REO Accounts,
formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class Z Certificates issued by the Trust Fund created pursuant
to the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator and the Senior Trust Advisor. A summary of certain of the pertinent provisions of the Pooling and
Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class Z Certificates. The Certificates are designated as the JPMBB COMMERCIAL
MORTGAGE SECURITIES TRUST 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class of Certificates
of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As


 






    	A-21-4



    	 



    

 


provided in the Pooling and Servicing Agreement, the Certificate Account and
the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate Administrator (with
respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may
be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate Account will be paid
to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions in writing at least five Business Days prior to the related Record Date, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class Z Certificates
will be issued in full, registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.
The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer or exchange.


 






    	A-21-5



    	 



    

 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Master
Servicer, the Special Servicer, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the
contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement
or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any
error;


 


(iii)         
to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times
that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either Trust
REMIC or the Grantor Trust that would be a claim against the Trust Fund or either Trust REMIC or the Grantor Trust; provided
that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting
such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder or Companion Holder;


 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, either Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30 of the
Pooling and Servicing Agreement);


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided


 






    	A-21-6



    	 



    

 


that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto as evidenced by
an Opinion of Counsel;


 


(viii)       
to modify the provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of either
Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced
by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement); and


 


(ix)          to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.15(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website.


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
materially and adversely affects the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than 51% of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)            
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be
distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)           
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)          
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 



    	A-21-7



    	 



    




 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.30 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Senior Trust Advisor, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special
Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion
of Counsel (at the Trust Fund’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement
and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust Fund’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust Fund and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which  the aggregate Stated Principal Balances of the Mortgage Loans and the Trust
Fund’s portion of any REO Loans remaining in the Trust Fund is less than (or, in the case of clause (ii) below, less than
or equal to) the greater of (i) 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set forth in the
Pooling and Servicing Agreement or (ii) if the U-Haul Portfolio Mortgage Loan is an asset of the Trust Fund, the product of (x)
a percentage that is calculated by dividing the outstanding principal balance of the U-Haul Portfolio Mortgage Loan (or the related
REO Loan) on the date that is the 10-year anniversary from the start-up date of the Trust, by the aggregate Cut-off Date Principal
Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement and (y) the aggregate Cut-off Date Principal
Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement; provided, however, that this termination
right shall not be exercisable at the at the percentage threshold specified in clause (ii) above prior to the Distribution Date
in October 2025.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class EC
Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to
the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust Fund created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust Fund due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In
no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of
St. James, living on the date hereof.


 






    	A-21-8



    	 



    

 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	A-21-9



    	 



    




 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 


October 29, 2015






 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS Z CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  






    	A-21-10



    	 



    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 






    	A-21-11



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






    	A-21-12



    	 



    

 







EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 





	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Address	 	City	 	State	 	Zip
    Code	 	County
	1	 	JPMCB	 	PIL
    II, L.P.	 	198
    East Delaware Place	 	Chicago	 	IL	 	60611	 	Cook
	2	 	JPMCB	 	SL
    Civic Wacker LLC	 	20
    North Wacker Drive	 	Chicago	 	IL	 	60606	 	Cook
	3	 	Barclays	 	Thor
    Palmer House Retail, LLC	 	17
    East Monroe Street	 	Chicago	 	IL	 	60603	 	Cook
	4	 	Barclays	 	Gateway
    Park, LLC	 	521,
    523 & 525 Fellowship Road; 124, 130, 136 & 158 Gaither Drive; 200 East Park Drive	 	Mount
    Laurel	 	NJ	 	08054	 	Burlington
	5	 	JPMCB	 	U-Haul
    Co. of Florida 8, LLC, U-Haul Co. of Florida 9, LLC, U-Haul Co. of Florida 10, LLC, UHIL 8,LLC, UHIL 9, LLC, UHIL 10, LLC,
    UHIL 13, LLC, AREC 8, LLC, AREC 9, LLC, AREC 10, LLC, AREC 13, LLC	 	Various	 	Various	 	Various	 	Various	 	Various
	5.001	 	JPMCB	 	 	 	3630
    College Point Boulevard	 	Flushing	 	NY	 	11354	 	Queens
	5.002	 	JPMCB	 	 	 	383
    Grand Concourse	 	Bronx	 	NY	 	10451	 	Bronx
	5.003	 	JPMCB	 	 	 	304
    East Ben White Boulevard	 	Austin	 	TX	 	78704	 	Travis
	5.004	 	JPMCB	 	 	 	721
    West Memorial Road	 	Oklahoma
    City	 	OK	 	73114	 	Oklahoma
	5.005	 	JPMCB	 	 	 	2000
    West Colfax Avenue Lower; 3425 Lipan Street	 	Denver	 	CO	 	80204	 	Denver
	5.006	 	JPMCB	 	 	 	314-322
    North 13th Street	 	Philadelphia	 	PA	 	19107	 	Philadelphia
	5.007	 	JPMCB	 	 	 	2626
    East Indian School Road	 	Phoenix	 	AZ	 	85016	 	Maricopa
	5.008	 	JPMCB	 	 	 	231
    Mundy Street	 	Wilkes
    Barre Township	 	PA	 	18702	 	Luzerne
	5.009	 	JPMCB	 	 	 	3700
    Ambassador Caffery Parkway	 	Lafayette	 	LA	 	70503	 	Lafayette
	5.01	 	JPMCB	 	 	 	1530
    Ashley Road	 	Charlotte	 	NC	 	28208	 	Mecklenburg
	5.011	 	JPMCB	 	 	 	6745
    FM 78	 	San
    Antonio	 	TX	 	78244	 	Bexar
	5.012	 	JPMCB	 	 	 	1609
    Spring Cypress Road	 	Spring	 	TX	 	77388	 	Harris
	5.013	 	JPMCB	 	 	 	22250
    Highway 59 North	 	Kingwood	 	TX	 	77339	 	Harris
	5.014	 	JPMCB	 	 	 	2125
    Dempster Street	 	Evanston	 	IL	 	60201	 	Cook
	5.015	 	JPMCB	 	 	 	964
    South La Brea Avenue	 	Inglewood	 	CA	 	90301	 	Los
    Angeles
	5.016	 	JPMCB	 	 	 	2797
    Pelham Parkway	 	Pelham	 	AL	 	35124	 	Shelby
	5.017	 	JPMCB	 	 	 	3618
    & 3626 South US Highway 1	 	Fort
    Pierce	 	FL	 	34982	 	Saint
    Lucie
	5.018	 	JPMCB	 	 	 	901
    South Waverly Road	 	Lansing	 	MI	 	48917	 	Ingham
	5.019	 	JPMCB	 	 	 	11020
    South Vermont Avenue	 	Los
    Angeles	 	CA	 	90044	 	Los
    Angeles
	5.02	 	JPMCB	 	 	 	6615
    New Utrecht Avenue	 	Brooklyn	 	NY	 	11219	 	Kings
	5.021	 	JPMCB	 	 	 	7027
    East 86th Street	 	Indianapolis	 	IN	 	46250	 	Marion
	5.022	 	JPMCB	 	 	 	975
    2nd Avenue South	 	Saint
    Petersburg	 	FL	 	33705	 	Pinellas
	5.023	 	JPMCB	 	 	 	22
    Atlas Court	 	Madison	 	WI	 	53714	 	Dane
	5.024	 	JPMCB	 	 	 	7400
    Ogontz Avenue	 	Philadelphia	 	PA	 	19138	 	Philadelphia
	5.025	 	JPMCB	 	 	 	6141
    Lancaster Avenue	 	Philadelphia	 	PA	 	19151	 	Philadelphia
	5.026	 	JPMCB	 	 	 	151
    Linwood Street	 	Somerville	 	MA	 	02143	 	Middlesex
	5.027	 	JPMCB	 	 	 	8621
    Warden Road	 	Sherwood	 	AR	 	72120	 	Pulaski
	5.028	 	JPMCB	 	 	 	9804
    & 9820 Page Avenue	 	Overland	 	MO	 	63132	 	St.
    Louis
	5.029	 	JPMCB	 	 	 	1613
    34th Street	 	Lubbock	 	TX	 	79411	 	Lubbock
	5.03	 	JPMCB	 	 	 	1650
    East 71st Street	 	Chicago	 	IL	 	60649	 	Cook
	5.031	 	JPMCB	 	 	 	755
    Capitol Avenue	 	Hartford	 	CT	 	06106	 	Hartford
	5.032	 	JPMCB	 	 	 	5315
    Summer Avenue	 	Memphis	 	TN	 	38122	 	Shelby
	5.033	 	JPMCB	 	 	 	14310
    Southeast Mcloughlin Boulevard	 	Milwaukie	 	OR	 	97267	 	Clackamas
	5.034	 	JPMCB	 	 	 	826
    South Clack Street	 	Abilene	 	TX	 	79605	 	Taylor
	5.035	 	JPMCB	 	 	 	704
    Northeast Hogan Drive	 	Gresham	 	OR	 	97030	 	Multnomah
	5.036	 	JPMCB	 	 	 	1314
    East 5th Avenue	 	Columbus	 	OH	 	43219	 	Franklin
	5.037	 	JPMCB	 	 	 	24140
    & 24875 Groesbeck Highway	 	Warren	 	MI	 	48089	 	Macomb
	5.038	 	JPMCB	 	 	 	1915
    Southwest Railroad Avenue	 	Hammond	 	LA	 	70403	 	Tangipahoa
	5.039	 	JPMCB	 	 	 	15182
    Beach Boulevard	 	Westminster	 	CA	 	92683	 	Orange
	5.04	 	JPMCB	 	 	 	1702
    Mechanical Boulevard	 	Garner	 	NC	 	27529	 	Wake
	5.041	 	JPMCB	 	 	 	1760
    Park Avenue	 	Lynchburg	 	VA	 	24501	 	Lynchburg
    City
	5.042	 	JPMCB	 	 	 	721
    32nd Avenue	 	Council
    Bluffs	 	IA	 	51501	 	Pottawattamie
	5.043	 	JPMCB	 	 	 	400
    Orchard Drive	 	West
    Columbia	 	SC	 	29170	 	Lexington
	5.044	 	JPMCB	 	 	 	831
    East Holt Boulevard	 	Ontario	 	CA	 	91761	 	San
    Bernardino
	5.045	 	JPMCB	 	 	 	8300
    Ridge Avenue	 	Philadelphia	 	PA	 	19128	 	Philadelphia
	5.046	 	JPMCB	 	 	 	3500
    East Main Street	 	Columbus	 	OH	 	43213	 	Franklin
	5.047	 	JPMCB	 	 	 	4128
    Bardstown Road	 	Louisville	 	KY	 	40218	 	Jefferson
	5.048	 	JPMCB	 	 	 	7308
    Tara Boulevard	 	Jonesboro	 	GA	 	30236	 	Clayton


 






    	EXH. B-1



    	 



    







 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Address	 	City	 	State	 	Zip
    Code	 	County
	5.049	 	JPMCB	 	 	 	400
    US Highway 1 Bypass	 	Portsmouth	 	NH	 	03801	 	Rockingham
	5.05	 	JPMCB	 	 	 	75
    Division Street	 	Danbury	 	CT	 	06810	 	Fairfield
	5.051	 	JPMCB	 	 	 	10161
    Mills Station Road	 	Sacramento	 	CA	 	95827	 	Sacramento
	5.052	 	JPMCB	 	 	 	85
    East Jericho Turnpike	 	Huntington
    Station	 	NY	 	11746	 	Suffolk
	5.053	 	JPMCB	 	 	 	1589
    Broad Street	 	Augusta	 	GA	 	30904	 	Richmond
	5.054	 	JPMCB	 	 	 	121
    Moving Center Court	 	Madison	 	TN	 	37115	 	Davidson
	5.055	 	JPMCB	 	 	 	243
    East 2nd Street	 	Plainfield	 	NJ	 	07060	 	Union
	5.056	 	JPMCB	 	 	 	41215
    North Ridge Road	 	Elyria	 	OH	 	44035	 	Lorain
	5.057	 	JPMCB	 	 	 	432
    Oakland Street	 	Manchester	 	CT	 	06042	 	Hartford
	5.058	 	JPMCB	 	 	 	1275
    Highway 9 North	 	Old
    Bridge	 	NJ	 	08857	 	Middlesex
	5.059	 	JPMCB	 	 	 	822
    165th Street	 	Hammond	 	IN	 	46324	 	Lake
	5.06	 	JPMCB	 	 	 	2908
    North Main Street	 	High
    Point	 	NC	 	27265	 	Guilford
	5.061	 	JPMCB	 	 	 	1091
    Northgate Mile	 	Idaho
    Falls	 	ID	 	83401	 	Bonneville
	5.062	 	JPMCB	 	 	 	1802
    6th Avenue Southeast	 	Decatur	 	AL	 	35601	 	Morgan
	5.063	 	JPMCB	 	 	 	1700
    Red Wolf Boulevard	 	Jonesboro	 	AR	 	72401	 	Craighead
	5.064	 	JPMCB	 	 	 	99
    North 4th Avenue	 	Chula
    Vista	 	CA	 	91910	 	San
    Diego
	5.065	 	JPMCB	 	 	 	800
    East Main Street	 	Barstow	 	CA	 	92311	 	San
    Bernardino
	5.066	 	JPMCB	 	 	 	529
    Wade Hampton Boulevard	 	Greenville	 	SC	 	29609	 	Greenville
	5.067	 	JPMCB	 	 	 	47
    Western Avenue	 	Augusta	 	ME	 	04330	 	Kennebec
	5.068	 	JPMCB	 	 	 	19797
    Livernois Avenue	 	Detroit	 	MI	 	48221	 	Wayne
	5.069	 	JPMCB	 	 	 	1817
    Campbell Lane	 	Bowling
    Green	 	KY	 	42104	 	Warren
	5.07	 	JPMCB	 	 	 	712
    Providence Road	 	Clarksville	 	TN	 	37042	 	Montgomery
	5.071	 	JPMCB	 	 	 	50
    West Alexis Road	 	Toledo	 	OH	 	43612	 	Lucas
	5.072	 	JPMCB	 	 	 	5210
    Jefferson Davis Highway	 	North
    Chesterfield	 	VA	 	23234	 	Chesterfield
	5.073	 	JPMCB	 	 	 	12455
    Veterans Memorial Drive	 	Houston	 	TX	 	77014	 	Harris
	5.074	 	JPMCB	 	 	 	19001
    Joy Road	 	Detroit	 	MI	 	48228	 	Wayne
	5.075	 	JPMCB	 	 	 	1282
    North Lake Street	 	Aurora	 	IL	 	60506	 	Kane
	5.076	 	JPMCB	 	 	 	7733
    1st Avenue North	 	Birmingham	 	AL	 	35206	 	Jefferson
	5.077	 	JPMCB	 	 	 	14505
    East Sprague Avenue	 	Spokane
    Valley	 	WA	 	99216	 	Spokane
	5.078	 	JPMCB	 	 	 	8500
    Sepulveda Boulevard	 	North
    Hills	 	CA	 	91343	 	Los
    Angeles
	5.079	 	JPMCB	 	 	 	2205
    Towson Avenue	 	Fort
    Smith	 	AR	 	72901	 	Sebastian
	5.08	 	JPMCB	 	 	 	7107
    C F Hawn Freeway	 	Dallas	 	TX	 	75217	 	Dallas
	5.081	 	JPMCB	 	 	 	12060
    Lusher Road	 	Saint
    Louis	 	MO	 	63138	 	Saint
    Louis
	5.082	 	JPMCB	 	 	 	930
    10th Avenue	 	Columbus	 	GA	 	31901	 	Muscogee
	5.083	 	JPMCB	 	 	 	8801
    Mesa Drive	 	Houston	 	TX	 	77028	 	Harris
	5.084	 	JPMCB	 	 	 	135
    Mendon Road	 	Cumberland	 	RI	 	02864	 	Providence
	5.085	 	JPMCB	 	 	 	2043-2045
    Central Avenue	 	Colonie	 	NY	 	12205	 	Albany
	5.086	 	JPMCB	 	 	 	2203
    Highway 80 East	 	Pearl	 	MS	 	39208	 	Rankin
	5.087	 	JPMCB	 	 	 	1647
    North 5th Street	 	Reading	 	PA	 	19601	 	Berks
	5.088	 	JPMCB	 	 	 	4111
    Wabash Avenue	 	Terre
    Haute	 	IN	 	47803	 	Vigo
	5.089	 	JPMCB	 	 	 	25
    South Erie Highway	 	Hamilton	 	OH	 	45011	 	Butler
	5.09	 	JPMCB	 	 	 	1440
    Cumberland Street	 	Lebanon	 	PA	 	17042	 	Lebanon
	5.091	 	JPMCB	 	 	 	8055
    East 7 Mile Road	 	Detroit	 	MI	 	48234	 	Wayne
	5.092	 	JPMCB	 	 	 	2020
    West State Street	 	Milwaukee	 	WI	 	53233	 	Milwaukee
	5.093	 	JPMCB	 	 	 	1030
    Pleasant Street	 	Fall
    River	 	MA	 	02723	 	Bristol
	5.094	 	JPMCB	 	 	 	551
    Columbia Lane	 	Provo	 	UT	 	84604	 	Utah
	5.095	 	JPMCB	 	 	 	112
    Main Street	 	Queensbury	 	NY	 	12804	 	Warren
	5.096	 	JPMCB	 	 	 	2516
    Hamburg Street	 	Schenectady	 	NY	 	12303	 	Schenectady
	5.097	 	JPMCB	 	 	 	2804
    Kitsap Way	 	Bremerton	 	WA	 	98312	 	Kitsap
	5.098	 	JPMCB	 	 	 	1415
    South Detroit Avenue	 	Toledo	 	OH	 	43614	 	Lucas
	5.099	 	JPMCB	 	 	 	199
    Marlboro Street	 	Keene	 	NH	 	03431	 	Cheshire
	5.1	 	JPMCB	 	 	 	1608
    Elida Road	 	Lima	 	OH	 	45805	 	Allen
	5.101	 	JPMCB	 	 	 	900
    West Main Street	 	New
    Britain	 	CT	 	06053	 	Hartford
	5.102	 	JPMCB	 	 	 	740
    South Kingshighway Street	 	Cape
    Girardeau	 	MO	 	63703	 	Cape
    Girardeau
	5.103	 	JPMCB	 	 	 	2272
    North Watkins Street	 	Memphis	 	TN	 	38127	 	Shelby
	5.104	 	JPMCB	 	 	 	5900
    National Road East	 	Richmond	 	IN	 	47374	 	Wayne
	5.105	 	JPMCB	 	 	 	4921
    Mobile Highway	 	Pensacola	 	FL	 	32506	 	Escambia


 



    	EXH. B-2



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Address	 	City	 	State	 	Zip
    Code	 	County
	6	 	Barclays	 	Lansing
    Retail Center L.L.C.	 	300
    Frandor Avenue	 	Lansing	 	MI	 	48912	 	Ingham
	7	 	JPMCB	 	660
    Woodward Associates LLC	 	660
    Woodward Avenue	 	Detroit	 	MI	 	48226	 	Wayne
	8	 	SMF
    II	 	Gettysburg
    Outlet Center CMBS, LLC	 	1863
    Gettysburg Village Drive	 	Gettysburg	 	PA	 	17325	 	Adams
	9	 	JPMCB	 	HPT
    New Orleans OSS, LLC	 	701
    Poydras Street	 	New
    Orleans	 	LA	 	70139	 	Orleans
	10	 	RCMC	 	FAC
    Park Place One, LLC, FAC Park Place Two, LLC	 	Various	 	Pittsburgh	 	PA	 	15275	 	Allegheny
	10.01	 	RCMC	 	 	 	2000
    Commerce Drive	 	Pittsburgh	 	PA	 	15275	 	Allegheny
	10.02	 	RCMC	 	 	 	1000
    Commerce Drive	 	Pittsburgh	 	PA	 	15275	 	Allegheny
	11	 	JPMCB	 	MREF
    II Waterstone, LLC	 	2111
    Old Holzwarth Road	 	Spring	 	TX	 	77388	 	Harris
	12	 	JPMCB	 	Proc
    GA, L.P.	 	6120
    Peachtree Dunwoody Road	 	Atlanta	 	GA	 	30328	 	Fulton
	13	 	RAIT	 	Eastmont
    Office Owner, LLC	 	7200
    Bancroft Avenue	 	Oakland
    	 	CA	 	94605	 	Alameda
	14	 	SMF
    II	 	BV
    LCP Austin Investment Group, LLC, Austin BV LCP Operating Group, LLC, BV LCP San Antonio Investment Group, LLC, San Antonio
    BV LCP Operating Group, LLC, BV LCP Dallas Investment Group, LLC, Dallas BV LCP Operating Group, LLC	 	Various	 	Various	 	TX	 	Various	 	Various
	14.01	 	SMF
    II	 	 	 	3612
    Tudor Boulevard	 	Austin	 	TX	 	78759	 	Travis
	14.02	 	SMF
    II	 	 	 	7615
    Jones Maltsberger Road	 	San
    Antonio	 	TX	 	78216	 	Bexar
	14.03	 	SMF
    II	 	 	 	1542
    North Highway 360	 	Grand
    Prairie	 	TX	 	75050	 	Tarrant
	15	 	JPMCB	 	Reflections
    Property Holdings, LLC	 	3891
    Solomon Boulevard	 	Fort
    Myers	 	FL	 	33901	 	Lee
	16	 	JPMCB	 	BW
    Bowling Properties LP, BW Bowling Properties LLC, BW Bowling Properties Canada Inc.	 	Various	 	Various	 	Various	 	Various	 	Various
	16.01	 	JPMCB	 	 	 	9255
    Kimmer Drive	 	Lone
    Tree	 	CO	 	80124	 	Douglas
	16.02	 	JPMCB	 	 	 	1160
    South Gilbert Road	 	Gilbert	 	AZ	 	85296	 	Maricopa
	16.03	 	JPMCB	 	 	 	775
    Cobb Place Boulevard Northwest	 	Kennesaw	 	GA	 	30144	 	Cobb
	16.04	 	JPMCB	 	 	 	1611
    South Randall Road	 	Algonquin	 	IL	 	60102	 	McHenry
	16.05	 	JPMCB	 	 	 	735
    North Center Boulevard	 	Romeoville	 	IL	 	60446	 	Will
	16.06	 	JPMCB	 	 	 	40440
    California Oaks Road	 	Murrieta	 	CA	 	92562	 	Riverside
	16.07	 	JPMCB	 	 	 	8070
    Veteran's Memorial Parkway	 	St.
    Peters	 	MO	 	63376	 	Saint
    Charles
	16.08	 	JPMCB	 	 	 	1800
    Hamner Avenue	 	Norco	 	CA	 	92860	 	Riverside
	16.09	 	JPMCB	 	 	 	845
    Lazo Court	 	Chula
    Vista	 	CA	 	91910	 	San
    Diego
	16.1	 	JPMCB	 	 	 	7545
    Brooklyn Boulevard	 	Brooklyn
    Park	 	MN	 	55443	 	Hennepin
	16.11	 	JPMCB	 	 	 	12200
    Singletree Lane	 	Eden
    Prairie	 	MN	 	55344	 	Hennepin
	16.12	 	JPMCB	 	 	 	11129
    162nd Street West	 	Lakeville	 	MN	 	55044	 	Dakota
	16.13	 	JPMCB	 	 	 	11351
    Ulysses Street Northeast	 	Blaine	 	MN	 	55434	 	Anoka
	16.14	 	JPMCB	 	 	 	6345
    Spalding Drive	 	Norcross	 	GA	 	30092	 	Gwinnett
	16.15	 	JPMCB	 	 	 	1222
    164th Street Southwest	 	Lynnwood	 	WA	 	98087	 	Snohomish
	16.16	 	JPMCB	 	 	 	50
    Bramtree Court	 	Brampton	 	ON	 	L6S
    5Z7	 	NAP
	16.17	 	JPMCB	 	 	 	17210
    North 59th Avenue	 	Glendale	 	AZ	 	85308	 	Maricopa
	16.18	 	JPMCB	 	 	 	2749
    Delk Road Southeast	 	Marietta	 	GA	 	30067	 	Cobb
	16.19	 	JPMCB	 	 	 	7301
    Rufe Snow Drive	 	Watauga	 	TX	 	76148	 	Tarrant
	16.2	 	JPMCB	 	 	 	785
    Old Roswell Road	 	Roswell	 	GA	 	30076	 	Fulton
	16.21	 	JPMCB	 	 	 	3067
    Washington Road	 	Augusta	 	GA	 	30907	 	Richmond
	16.22	 	JPMCB	 	 	 	3111
    River Road	 	River
    Grove	 	IL	 	60171	 	Cook
	16.23	 	JPMCB	 	 	 	9027
    East Via Linda	 	Scottsdale	 	AZ	 	85258	 	Maricopa
	16.24	 	JPMCB	 	 	 	451
    West Foothill Boulevard	 	Upland	 	CA	 	91786	 	San
    Bernardino
	16.25	 	JPMCB	 	 	 	17238
    Foothill Boulevard	 	Fontana	 	CA	 	92335	 	San
    Bernardino
	16.26	 	JPMCB	 	 	 	2908
    Riverview Road	 	Birmingham	 	AL	 	35242	 	Jefferson
	16.27	 	JPMCB	 	 	 	2200
    South Peoria Street	 	Aurora	 	CO	 	80014	 	Arapahoe
	16.28	 	JPMCB	 	 	 	9150
    Harlan Street	 	Westminster	 	CO	 	80031	 	Jefferson
	16.29	 	JPMCB	 	 	 	7100
    Carved Stone	 	Columbia	 	MD	 	21045	 	Howard
	16.3	 	JPMCB	 	 	 	350
    McHenry Road	 	Buffalo
    Grove	 	IL	 	60089	 	Lake
	16.31	 	JPMCB	 	 	 	24666
    Sunnymead Boulevard	 	Moreno
    Valley	 	CA	 	92553	 	Riverside
	16.32	 	JPMCB	 	 	 	22-22
    Maple Avenue	 	Fair
    Lawn	 	NJ	 	07410	 	Bergen
	16.33	 	JPMCB	 	 	 	945
    South Kipling Parkway	 	Lakewood	 	CO	 	80226	 	Jefferson
	16.34	 	JPMCB	 	 	 	1754
    West Southern Avenue	 	Mesa	 	AZ	 	85202	 	Maricopa
	16.35	 	JPMCB	 	 	 	3835
    Lawrenceville Highway	 	Lawrenceville	 	GA	 	30044	 	Gwinnett


 



    	EXH. B-3



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Address	 	City	 	State	 	Zip
    Code	 	County
	16.36	 	JPMCB	 	 	 	100
    American Boulevard	 	Turnersville	 	NJ	 	08012	 	Gloucester
	16.37	 	JPMCB	 	 	 	1254
    Dougherty Ferry Road	 	Valley
    Park	 	MO	 	63088	 	Saint
    Louis
	16.38	 	JPMCB	 	 	 	1099
    North Wickham Road	 	Melbourne	 	FL	 	32935	 	Brevard
	16.39	 	JPMCB	 	 	 	1425
    North Central Avenue	 	Avondale	 	AZ	 	85323	 	Maricopa
	16.4	 	JPMCB	 	 	 	8419
    Baltimore National Pike	 	Ellicott
    City	 	MD	 	21043	 	Howard
	16.41	 	JPMCB	 	 	 	2020
    North State Road 7	 	Margate	 	FL	 	33063	 	Broward
	16.42	 	JPMCB	 	 	 	2750
    Austell Road Southwest	 	Marietta	 	GA	 	30008	 	Cobb
	16.43	 	JPMCB	 	 	 	824
    East Rand Road	 	Mount
    Prospect	 	IL	 	60056	 	Cook
	16.44	 	JPMCB	 	 	 	21080
    North Rand Road	 	Lake
    Zurich	 	IL	 	60047	 	Lake
	16.45	 	JPMCB	 	 	 	2200
    San Jacinto Boulevard	 	Denton	 	TX	 	76205	 	Denton
	16.46	 	JPMCB	 	 	 	1555
    75th Street	 	Woodridge	 	IL	 	60517	 	DuPage
	16.47	 	JPMCB	 	 	 	38241
    30th Street East	 	Palmdale	 	CA	 	93550	 	Los
    Angeles
	16.48	 	JPMCB	 	 	 	2160
    East Semoran Boulevard	 	Apopka	 	FL	 	32703	 	Orange
	16.49	 	JPMCB	 	 	 	1100
    Lake Street	 	Roselle	 	IL	 	60172	 	DuPage
	16.5	 	JPMCB	 	 	 	558
    East North Avenue	 	Glendale
    Heights	 	IL	 	60139	 	DuPage
	16.51	 	JPMCB	 	 	 	9751
    West 49th Avenue	 	Wheat
    Ridge	 	CO	 	80033	 	Jefferson
	16.52	 	JPMCB	 	 	 	999
    North Circle Drive	 	Colorado
    Springs	 	CO	 	80909	 	El
    Paso
	16.53	 	JPMCB	 	 	 	316
    Center Drive	 	Vernon
    Hills	 	IL	 	60061	 	Lake
	16.54	 	JPMCB	 	 	 	114
    South Camino Seco	 	Tucson	 	AZ	 	85710	 	Pima
	16.55	 	JPMCB	 	 	 	3025
    Altamesa Boulevard	 	Fort
    Worth	 	TX	 	76133	 	Tarrant
	16.56	 	JPMCB	 	 	 	38931
    Center Ridge Road	 	North
    Ridgeville	 	OH	 	44039	 	Lorain
	16.57	 	JPMCB	 	 	 	4742
    State Route 51	 	Belle
    Vernon	 	PA	 	15012	 	Fayette
	16.58	 	JPMCB	 	 	 	631
    Lakehurst Road	 	Waukegan	 	IL	 	60085	 	Lake
	17	 	JPMCB	 	New
    Center LLC, New Center Parking LLC	 	3031
    & 2943 West Grand Boulevard	 	Detroit	 	MI	 	48202	 	Wayne
	18	 	SMF
    II	 	McKnight
    Robinson Plaza Associates, L.P.	 	1-3
    Park Manor Drive 	 	Pittsburgh	 	PA	 	15205	 	Allegheny
	19	 	RCMC	 	Clifton
    Park Hotel Associates, LLC	 	1740
    Route 9	 	Clifton
    Park	 	NY	 	12065	 	Saratoga
	20	 	JPMCB	 	Cofe
    Cix North Miami, LLC	 	1922
    Northeast 149th Street	 	North
    Miami	 	FL	 	33181	 	Miami-Dade
	21	 	JPMCB	 	The
    Place Property Holdings, LLC	 	4757
    Barkley Circle	 	Fort
    Myers	 	FL	 	33907	 	Lee
	22	 	JPMCB	 	1501
    East Lincoln Highway Fee, LLC	 	1501
    East Lincoln Highway	 	Langhorne	 	PA	 	19047	 	Bucks
	23	 	Barclays	 	Snake
    2 Tuscaloosa Properties LLC, Woody 8 Sacramento Properties LLC, Wen Colorado Properties LLC, Megan CMV Colorado Springs LLC,
    Snake 3 Portland Properties LLC, Dragon 10 Great Bend Properties LLC, Snake One Troy Properties LLC, Dragon 6 Meridian Properties,
    LLC, Genevieve Las Vegas Properties, LLC, Tiger 8 Las Vegas Properties, LLC, NB Las Vegas Properties, LLC, Dragon One Xenia
    Properties, LLC, MGCN Pittsburgh CP LLC, Dragon 5 Mitchell Properties, LLC, Tiger 10 Oshkosh BK LLC	Various	 	Various	 	Various	 	Various	 	Various
	23.01	 	Barclays	 	 	 	9011
    West Flamingo Road	 	 Las
    Vegas	 	NV	 	89147	 	Clark
	23.02	 	Barclays	 	 	 	4861
    McKnight Road	 	 Pittsburgh	 	PA	 	15237	 	Allegheny
	23.03	 	Barclays	 	 	 	5501
    Auburn Boulevard	 	 Sacramento	 	CA	 	95841	 	 Sacramento
	23.04	 	Barclays	 	 	 	2512
    East Sunset Road	 	 Las
    Vegas	 	NV	 	89120	 	Clark
	23.05	 	Barclays	 	 	 	5870
    Stetson Hills Boulevard	 	 Colorado
    Springs	 	CO	 	80923	 	El
    Paso
	23.06	 	Barclays	 	 	 	8104
    Northfield Boulevard	 	 Denver	 	CO	 	80238	 	Denver
	23.07	 	Barclays	 	 	 	35
    East 14 Mile Road	 	 Troy	 	MI	 	48083	 	Oakland
	23.08	 	Barclays	 	 	 	1617
    North Main Street	 	 Mitchell	 	SD	 	57301	 	Davison
	23.09	 	Barclays	 	 	 	620
    North Main Street	 	 Oshkosh	 	WI	 	54901	 	Winnebago
	23.1	 	Barclays	 	 	 	5025
    Oscar Baxter Drive	 	 Tuscaloosa	 	AL	 	35405	 	Tuscaloosa
	23.11	 	Barclays	 	 	 	1620
    Progress Drive	 	 Xenia	 	OH	 	45385	 	Greene
	23.12	 	Barclays	 	 	 	5009
    East Tropicana Avenue	 	 Las
    Vegas	 	NV	 	89122	 	Clark
	23.13	 	Barclays	 	 	 	2815
    North Hills Street	 	 Meridian	 	MS	 	39305	 	Lauderdale
	23.14	 	Barclays	 	 	 	1501
    North Meridian Street	 	 Portland	 	IN	 	47371	 	Jay
	23.15	 	Barclays	 	 	 	2917
    10th Street	 	 Great
    Bend	 	KS	 	67530	 	Barton
	24	 	Barclays	 	Oakland
    Hills Square, LLC	 	5501
    Southwest 11th Street	 	Margate	 	FL	 	33068	 	Broward
	25	 	MC-Five
    Mile	 	Apartment
    Investments Associates IV L.P., Walnut Capital Partners-Forbes Tenant, LLC, Walnut Capital Partners-Wightman Tenant, LLC	 	Various	 	Pittsburgh	 	PA	 	15217	 	Allegheny


 



    	EXH. B-4



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Address	 	City	 	State	 	Zip
    Code	 	County
	25.01	 	MC-Five
    Mile	 	 	 	5683-5695
    Forbes Avenue 	 	Pittsburgh	 	PA	 	15217	 	Allegheny
	25.02	 	MC-Five
    Mile	 	 	 	5623-5669
    Beacon Street	 	Pittsburgh	 	PA	 	15217	 	Allegheny
	25.03	 	MC-Five
    Mile	 	 	 	1720
    Wightman Street	 	Pittsburgh	 	PA	 	15217	 	Allegheny
	26	 	JPMCB	 	Town
    and Country Group LLC	 	2503
    South MacArthur Boulevard	 	Springfield	 	IL	 	62704	 	Sangamon
	27	 	MC-Five
    Mile	 	Premiere
    Place Shopping Center, LLC	 	1919-1963B
    Cobbs Ford Road	 	Prattville	 	AL	 	36066	 	Autauga
	28	 	SMF
    II	 	O.B.
    Storage Cooke Road, LLC, O.B. Storage Hawthorne, LLC, O.B. Storage 10th, LLC	 	Various	 	Various	 	Various	 	Various	 	Various
	28.01	 	SMF
    II	 	 	 	810
    East Cooke Road	 	Columbus	 	OH	 	43214	 	Franklin
	28.02	 	SMF
    II	 	 	 	6901
    Hawthorn Park Drive	 	Indianapolis	 	IN	 	46220	 	Marion
	28.03	 	SMF
    II	 	 	 	7937
    West 10th Street	 	Indianapolis	 	IN	 	46214	 	Marion
	29	 	SMF
    II	 	Emerson
    Pointe Retail Center, LLC	 	997
    County Line Road	 	Greenwood	 	IN	 	46143	 	Johnson
	30	 	MC-Five
    Mile	 	N
    & V Corporation	 	305
    West Catalina Drive	 	Yuma	 	AZ	 	85364	 	Yuma
	31	 	MC-Five
    Mile	 	Wolverine
    Mustang, L.P.	 	1800
    Mustang Drive	 	Richmond	 	TX	 	77469	 	Fort
    Bend
	32	 	Barclays	 	Jax
    Costa (FL) LLC	 	6600
    Corporate Center Parkway	 	Jacksonville	 	FL	 	32216	 	Duval
	33	 	RCMC	 	Falcon
    Gateway Property LLC	 	4425-4545
    East McKellips Road	 	Mesa	 	AZ	 	85215	 	Maricopa
	34	 	Barclays	 	12300-12301
    Osborne Place, LLC	 	12300
    & 12301 Osborne Place	 	Pacoima	 	CA	 	91331	 	Los
    Angeles
	35	 	MC-Five
    Mile	 	TX
    Eastlake LLC	 	11802
    Lockwood Road	 	Houston	 	TX	 	77044	 	Harris
	36	 	SMF
    II	 	San
    Angelo SW Realty, LP	 	3504
    Knickerbocker Road & 2302 State Highway Loop 306 	 	San
    Angelo	 	TX	 	76904	 	Tom
    Green
	37	 	SMF
    II	 	Route
    1 Self Storage, LLC	 	9165
    Washington Boulevard North	 	Laurel	 	MD	 	20723	 	Howard
	38	 	JPMCB	 	Old
    Stage Warehouse LLC	 	11200
    & 11300 Old Stage Road	 	Chester	 	VA	 	23836	 	Chesterfield
	39	 	MC-Five
    Mile	 	Mattoon
    Marketplace, LLC	 	100
    Dettro Drive	 	Mattoon	 	IL	 	61938	 	Coles
	40	 	MC-Five
    Mile	 	LeTort
    Investments, Limited Partnership	 	15-135
    Cartledge Lane 	 	Millersville
    	 	PA	 	17551	 	Lancaster
	41	 	Barclays	 	Marquise
    Forest, LLC	 	3330
    Mountain Drive	 	Decatur	 	GA	 	30032	 	DeKalb
	42	 	MC-Five
    Mile	 	ACI
    Freeway Crossing, LLC, McKnight Freeway Crossing, LLC, Harvin Freeway Crossing, LLC, Harvin Two Freeway Crossing, LLC, DFK
    Freeway Crossing, LLC, SFB Freeway Crossing, LLC, Faulkner Freeway Crossing, LLC	 	1537
    Freeway Drive	 	Reidsville	 	NC	 	27320	 	Rockingham
	43	 	JPMCB	 	Park
    at 95, LLC	 	780
    Dedham Street	 	Canton	 	MA	 	02021	 	Norfolk
	44	 	SMF
    II	 	2901
    Euclid Avenue, LLC	 	2901
    Euclid Avenue	 	Cleveland	 	OH	 	44115	 	Cuyahoga
	45	 	RCMC	 	Netreit
    Westminster, LLC	 	1333
    West 120th Avenue	 	Westminster	 	CO	 	80234	 	Adams
	46	 	JPMCB	 	Colony
    Village Apartments, LLC	 	3301
    Brunswick Avenue	 	New
    Bern	 	NC	 	28562	 	Craven
	47	 	Barclays	 	9510
    Van Nuys Blvd., LLC	 	9510
    Van Nuys Boulevard	 	Panorama
    City	 	CA	 	91402	 	Los
    Angeles
	48	 	JPMCB	 	Guardian
    Self Storage - LA	 	2839
    Liberty Avenue	 	Pittsburgh	 	PA	 	15222	 	Allegheny
	49	 	JPMCB	 	Tabani
    Montrose, LLC	 	3742
    Brookwall Drive	 	Fairlawn	 	OH	 	44333	 	Summit
	50	 	JPMCB	 	Brynn
    Marr Apartments, LLC	 	301
    Village Drive	 	Jacksonville	 	NC	 	28546	 	Onslow
	51	 	SMF
    II	 	Watkins
    Sanford, LLC	 	1501
    Rinehart Road	 	Sanford	 	FL	 	32771	 	Seminole
	52	 	Barclays	 	1900
    Carboy LLC	 	1900-2000
    South Carboy Road	 	Mount
    Prospect	 	IL	 	60056	 	Cook
	53	 	SMF
    II	 	1952
    Fowl Road, LLC	 	1952
    Fowl Road	 	Elyria	 	OH	 	44035	 	Lorain
	54	 	Barclays	 	Gateway
    XV, L.P.	 	726
    East Market Street	 	Leesburg	 	VA	 	20176	 	Loudoun
	55	 	Barclays	 	Heritage
    Plaza Associates, LLC	 	1701-1709
    & 1715 Airline Highway	 	Hollister	 	CA	 	95023	 	San
    Benito
	56	 	Barclays	 	Gateway
    Hospitality Staunton, LLC	 	1302
    Richmond Avenue	 	Staunton	 	VA	 	24401	 	Staunton
    City
	57	 	RCMC	 	IDC
    Properties, LLC	 	100
    2nd Avenue North	 	Minneapolis	 	MN	 	55401	 	Hennepin
	58	 	Barclays	 	APH
    Hospitality, Inc.	 	2400
    West Mulberry Street	 	Angleton	 	TX	 	77515	 	Brazoria
	59	 	MC-Five
    Mile	 	JohnCort
    LLC, Conley Investments II LLC	 	Various	 	Various	 	NY	 	Various	 	Various
	59.01	 	MC-Five
    Mile	 	 	 	345
    Main Street	 	Johnson
    City	 	NY	 	13790	 	Broome
	59.02	 	MC-Five
    Mile	 	 	 	13
    Port Watson Street	 	Cortland	 	NY	 	13045	 	Cortland
	60	 	RCMC	 	44226
    10th St. West, LLC	 	44226
    10th Street West	 	Lancaster	 	CA	 	93534	 	Los
    Angeles
	61	 	SMF
    II	 	1100
    Oakwood Drive, LLC	 	1100
    Oakwood Drive	 	Elyria	 	OH	 	44035	 	Lorain
	62	 	Barclays	 	National
    Income Properties DST V	 	Various	 	Various	 	Various	 	Various	 	Various
	62.01	 	Barclays	 	 	 	100
    Cherry Tree Lane	 	Marietta	 	OH	 	45750	 	Washington
	62.02	 	Barclays	 	 	 	1559
    Highway 190	 	Eunice	 	LA	 	70535	 	Saint
    Landry
	63	 	Barclays	 	Bedford
    Square Equities, LLC	 	1314
    Bedford Avenue & 115 McHenry Avenue	 	Pikesville	 	MD	 	21208	 	Baltimore
	64	 	Barclays	 	MVP
    Houston Saks Garage LLC	 	611
    Fannin Street	 	Houston	 	TX	 	77002	 	Harris
	65	 	Barclays	 	916
    Deodar Street, LLC	 	1116
    East 6th Street & 916 East Deodar Street	 	Ontario	 	CA	 	91764	 	San
    Bernardino
	66	 	Barclays	 	1204-1216
    Euclid Avenue, LLC	 	1204
    - 1216 Euclid Avenue & 127 East Budd Street	 	Ontario	 	CA	 	91762,
    91761	 	San
    Bernardino
	67	 	Barclays	 	THF
    Chippewa Ventures, L.P.	 	200-270
    Chippewa Town Center 	 	Beaver
    Falls	 	PA	 	15010	 	Beaver




 


    	EXH. B-5



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Address	 	City	 	State	 	Zip
    Code	 	County
	68	 	Barclays	 	12638
    Cedar Avenue, LLC	 	12638
    Cedar Avenue	 	Hawthorne	 	CA	 	90250	 	Los
    Angeles
	69	 	Barclays	 	4200-4206
    S. Avalon Blvd., LLC	 	4200-4206
    South Avalon Boulevard	 	Los
    Angeles	 	CA	 	90011	 	Los
    Angeles
	70	 	Barclays	 	8553
    Sepulveda Blvd., LLC	 	8553
    Sepulveda Boulevard	 	North
    Hills	 	CA	 	91343	 	Los
    Angeles
	71	 	Barclays	 	Gateway
    Hospitality Woodstock, LLC	 	1011
    Motel Drive	 	Woodstock	 	VA	 	22664	 	Shenandoah
	72	 	Barclays	 	Petsu
    Hospitality, Inc.	 	20
    Mill Creek Circle	 	Pooler	 	GA	 	31322	 	Chatham
	73	 	MC-Five
    Mile	 	32
    Thompson St., LLC	 	6801
    Frankford Avenue	 	Philadelphia	 	PA	 	19135	 	Philadelphia
	74	 	MC-Five
    Mile	 	Lake
    Erie Properties LLC	 	3742
    East Main Road	 	Fredonia	 	NY	 	14063	 	Chautauqua
	75	 	Barclays	 	3344
    Chapman Street, LLC	 	3344
    Chapman Street	 	Los
    Angeles	 	CA	 	90065	 	Los
    Angeles
	76	 	Barclays	 	38700
    10th Street East, LLC	 	38700
    10th Street East	 	Palmdale	 	CA	 	93550	 	Los
    Angeles
	77	 	Barclays	 	15050
    Parthenia Avenue, LLC	 	15050
    Parthenia Street	 	North
    Hills	 	CA	 	91343	 	Los
    Angeles
	78	 	MC-Five
    Mile	 	Tyler
    Pine Tree Shopping Center, LLC	 	3838
    Highway 64 West	 	Tyler	 	TX	 	75704	 	Smith
	79	 	Barclays	 	144
    S. Union Place, LLC	 	144
    Union Place	 	Los
    Angeles	 	CA	 	90026	 	Los
    Angeles
	80	 	Barclays	 	1320
    E. Avenue Q, LLC	 	1320
    East Avenue Q	 	Palmdale	 	CA	 	93550	 	Los
    Angeles
	81	 	Barclays	 	6707
    Camelia Avenue, LLC	 	6707
    Camellia Avenue	 	North
    Hollywood	 	CA	 	91606	 	Los
    Angeles
	82	 	Barclays	 	2141
    Vallejo Street, LLC	 	2141
    Vallejo Street & 2511 Verde Street	 	Los
    Angeles	 	CA	 	90031,
    90033	 	Los
    Angeles
	83	 	Barclays	 	147
    E Avenue 43, LLC	 	147
    East Avenue 43 & 144 East Avenue 44	 	Los
    Angeles	 	CA	 	90031	 	Los
    Angeles
	84	 	Barclays	 	3410-3418
    Drew Street, LLC	 	3410-3418
    Drew Street	 	Los
    Angeles	 	CA	 	90065	 	Los
    Angeles
	85	 	Barclays	 	3044
    Leeward Avenue, LLC	 	3044
    Leeward Avenue	 	Los
    Angeles	 	CA	 	90005	 	Los
    Angeles
	86	 	Barclays	 	5618
    Meridian Street, LLC	 	5618
    Meridian Street	 	Los
    Angeles	 	CA	 	90042	 	Los
    Angeles
	87	 	Barclays	 	839
    S. Carondelet Street, LLC	 	839
    South Carondelet Street	 	Los
    Angeles	 	CA	 	90057	 	Los
    Angeles
	88	 	Barclays	 	11924
    Main Street, LLC	 	11924
    South Main Street	 	Los
    Angeles	 	CA	 	90061	 	Los
    Angeles
	89	 	Barclays	 	945
    E. Avenue Q-4, LLC	 	945
    East Avenue Q4	 	Palmdale	 	CA	 	93550	 	Los
    Angeles


  


    	EXH. B-6



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Name	 	Size
    	 	Measure	 	 Mortgage
    Rate in Effect at Origination (%) 	 	 Net
    Mortgage Rate in Effect at the Cut-off Date (%) 	 	 Original
    Principal Balance 	 	 Cut-off
    Principal Balance 
	1	 	JPMCB	 	PIL
    II, L.P.	 	Hilton
    Suites Chicago Magnificent Mile	 	345	 	Rooms	 	                         4.80600
    	 	4.79380
    	 	         77,260,000
    	 	   77,260,000.00
    
	2	 	JPMCB	 	SL
    Civic Wacker LLC	 	Civic
    Opera Building	 	915,162	 	Square
    Feet	 	                         4.67200
    	 	4.65980
    	 	         75,000,000
    	 	   75,000,000.00
    
	3	 	Barclays	 	Thor
    Palmer House Retail, LLC	 	Palmer
    House Retail Shops	 	134,536	 	Square
    Feet	 	                         4.84500
    	 	4.83280
    	 	         62,000,000
    	 	   62,000,000.00
    
	4	 	Barclays	 	Gateway
    Park, LLC	 	Gateway
    Business Park	 	514,047	 	Square
    Feet	 	                         4.87500
    	 	4.86280
    	 	         56,000,000
    	 	   55,931,143.39
    
	5	 	JPMCB	 	U-Haul
    Co. of Florida 8, LLC, U-Haul Co. of Florida 9, LLC, U-Haul Co. of Florida 10, LLC, UHIL 8,LLC, UHIL 9, LLC, UHIL 10, LLC,
    UHIL 13, LLC, AREC 8, LLC, AREC 9, LLC, AREC 10, LLC, AREC 13, LLC	 	U-Haul
    Portfolio	 	2,663,398	 	Square
    Feet	 	                         4.86500
    	 	4.85280
    	 	         50,000,000
    	 	   49,666,409.31
    
	5.001	 	JPMCB	 	 	 	Flushing	 	58,278	 	Square
    Feet	 	                         4.86500
    	 	 	 	           3,143,395
    	 	     3,122,423.21
    
	5.002	 	JPMCB	 	 	 	Grand
    Concourse	 	52,774	 	Square
    Feet	 	                         4.86500
    	 	 	 	           2,372,263
    	 	     2,356,435.47
    
	5.003	 	JPMCB	 	 	 	Ben
    White	 	69,711	 	Square
    Feet	 	                         4.86500
    	 	 	 	           1,436,308
    	 	     1,426,725.18
    
	5.004	 	JPMCB	 	 	 	Quail
    Springs	 	80,325	 	Square
    Feet	 	                         4.86500
    	 	 	 	           1,389,216
    	 	     1,379,947.33
    
	5.005	 	JPMCB	 	 	 	Mile
    High Station	 	45,641	 	Square
    Feet	 	                         4.86500
    	 	 	 	           1,200,848
    	 	     1,192,835.76
    
	5.006	 	JPMCB	 	 	 	Philadelphia	 	47,040	 	Square
    Feet	 	                         4.86500
    	 	 	 	           1,200,848
    	 	     1,192,835.76
    
	5.007	 	JPMCB	 	 	 	26th
    & Indian School Road	 	37,692	 	Square
    Feet	 	                         4.86500
    	 	 	 	           1,171,415
    	 	     1,163,599.72
    
	5.008	 	JPMCB	 	 	 	Wilkes-Barre	 	93,753	 	Square
    Feet	 	                         4.86500
    	 	 	 	           1,089,004
    	 	     1,081,738.44
    
	5.009	 	JPMCB	 	 	 	Lafayette	 	54,875	 	Square
    Feet	 	                         4.86500
    	 	 	 	           1,083,117
    	 	     1,075,891.05
    
	5.01	 	JPMCB	 	 	 	Ashley
    Rd	 	61,311	 	Square
    Feet	 	                         4.86500
    	 	 	 	           1,059,571
    	 	     1,052,502.21
    
	5.011	 	JPMCB	 	 	 	Woodlake	 	50,775	 	Square
    Feet	 	                         4.86500
    	 	 	 	              941,841
    	 	        935,557.50
    
	5.012	 	JPMCB	 	 	 	Spring	 	47,965	 	Square
    Feet	 	                         4.86500
    	 	 	 	              930,068
    	 	        923,863.09
    
	5.013	 	JPMCB	 	 	 	Kingwood	 	34,425	 	Square
    Feet	 	                         4.86500
    	 	 	 	              877,090
    	 	        871,237.85
    
	5.014	 	JPMCB	 	 	 	Evanston	 	30,329	 	Square
    Feet	 	                         4.86500
    	 	 	 	              871,203
    	 	        865,390.64
    
	5.015	 	JPMCB	 	 	 	Inglewood	 	13,560	 	Square
    Feet	 	                         4.86500
    	 	 	 	              865,317
    	 	        859,543.43
    
	5.016	 	JPMCB	 	 	 	Pelham	 	60,872	 	Square
    Feet	 	                         4.86500
    	 	 	 	              794,679
    	 	        789,376.57
    
	5.017	 	JPMCB	 	 	 	Fort
    Pierce	 	69,284	 	Square
    Feet	 	                         4.86500
    	 	 	 	              750,530
    	 	        745,522.42
    
	5.018	 	JPMCB	 	 	 	Waverly
    Rd	 	57,530	 	Square
    Feet	 	                         4.86500
    	 	 	 	              735,814
    	 	        730,904.30
    
	5.019	 	JPMCB	 	 	 	South
    Central	 	18,268	 	Square
    Feet	 	                         4.86500
    	 	 	 	              698,140
    	 	        693,481.95
    
	5.02	 	JPMCB	 	 	 	New
    Utrecht Ave	 	9,441	 	Square
    Feet	 	                         4.86500
    	 	 	 	              682,835
    	 	        678,279.25
    
	5.021	 	JPMCB	 	 	 	Castleton	 	47,671	 	Square
    Feet	 	                         4.86500
    	 	 	 	              588,651
    	 	        584,723.37
    
	5.022	 	JPMCB	 	 	 	Tropicana
    Field	 	25,944	 	Square
    Feet	 	                         4.86500
    	 	 	 	              573,935
    	 	        570,105.44
    
	5.023	 	JPMCB	 	 	 	Eastside	 	31,013	 	Square
    Feet	 	                         4.86500
    	 	 	 	              570,991
    	 	        567,181.75
    
	5.024	 	JPMCB	 	 	 	Cheltenham	 	14,425	 	Square
    Feet	 	                         4.86500
    	 	 	 	              565,105
    	 	        561,334.54
    
	5.025	 	JPMCB	 	 	 	Overbrook	 	15,012	 	Square
    Feet	 	                         4.86500
    	 	 	 	              565,105
    	 	        561,334.54
    
	5.026	 	JPMCB	 	 	 	Somerville	 	14,087	 	Square
    Feet	 	                         4.86500
    	 	 	 	              565,105
    	 	        561,334.54
    
	5.027	 	JPMCB	 	 	 	Sherwood	 	44,150	 	Square
    Feet	 	                         4.86500
    	 	 	 	              559,218
    	 	        555,487.33
    
	5.028	 	JPMCB	 	 	 	Page
    Ave	 	20,897	 	Square
    Feet	 	                         4.86500
    	 	 	 	              535,672
    	 	        532,098.31
    
	5.029	 	JPMCB	 	 	 	Lubbock	 	30,421	 	Square
    Feet	 	                         4.86500
    	 	 	 	              529,786
    	 	        526,251.11
    
	5.03	 	JPMCB	 	 	 	South
    Shore	 	13,425	 	Square
    Feet	 	                         4.86500
    	 	 	 	              525,076
    	 	        521,573.27
    
	5.031	 	JPMCB	 	 	 	Capitol
    Ave	 	30,585	 	Square
    Feet	 	                         4.86500
    	 	 	 	              518,013
    	 	        514,556.69
    
	5.032	 	JPMCB	 	 	 	Summer
    Ave	 	38,775	 	Square
    Feet	 	                         4.86500
    	 	 	 	              518,013
    	 	        514,556.69
    
	5.033	 	JPMCB	 	 	 	Milwaukie	 	15,346	 	Square
    Feet	 	                         4.86500
    	 	 	 	              482,694
    	 	        479,473.26
    
	5.034	 	JPMCB	 	 	 	Abilene	 	19,762	 	Square
    Feet	 	                         4.86500
    	 	 	 	              476,807
    	 	        473,626.05
    
	5.035	 	JPMCB	 	 	 	Gresham	 	26,481	 	Square
    Feet	 	                         4.86500
    	 	 	 	              476,807
    	 	        473,626.05
    
	5.036	 	JPMCB	 	 	 	5th
    Ave	 	42,000	 	Square
    Feet	 	                         4.86500
    	 	 	 	              470,921
    	 	        467,778.84
    
	5.037	 	JPMCB	 	 	 	10
    Mile & Groesbeck Hwy	 	45,380	 	Square
    Feet	 	                         4.86500
    	 	 	 	              453,261
    	 	        450,237.04
    
	5.038	 	JPMCB	 	 	 	Hammond
    Sq	 	38,300	 	Square
    Feet	 	                         4.86500
    	 	 	 	              453,261
    	 	        450,237.04
    
	5.039	 	JPMCB	 	 	 	Midway	 	14,206	 	Square
    Feet	 	                         4.86500
    	 	 	 	              446,197
    	 	        443,220.46
    
	5.04	 	JPMCB	 	 	 	Garner	 	29,400	 	Square
    Feet	 	                         4.86500
    	 	 	 	              441,488
    	 	        438,542.62
    
	5.041	 	JPMCB	 	 	 	Lynchburg	 	34,561	 	Square
    Feet	 	                         4.86500
    	 	 	 	              429,715
    	 	        426,848.20
    
	5.042	 	JPMCB	 	 	 	I-80
    & Manawa	 	23,710	 	Square
    Feet	 	                         4.86500
    	 	 	 	              412,056
    	 	        409,306.40
    
	5.043	 	JPMCB	 	 	 	W
    Columbia	 	26,750	 	Square
    Feet	 	                         4.86500
    	 	 	 	              406,169
    	 	        403,459.19
    
	5.044	 	JPMCB	 	 	 	Ontario	 	17,809	 	Square
    Feet	 	                         4.86500
    	 	 	 	              397,928
    	 	        395,273.06
    
	5.045	 	JPMCB	 	 	 	Roxborough	 	8,402	 	Square
    Feet	 	                         4.86500
    	 	 	 	              397,339
    	 	        394,688.28
    
	5.046	 	JPMCB	 	 	 	East
    Main St	 	30,957	 	Square
    Feet	 	                         4.86500
    	 	 	 	              394,396
    	 	        391,764.77
    
	5.047	 	JPMCB	 	 	 	Bardstown	 	20,070	 	Square
    Feet	 	                         4.86500
    	 	 	 	              388,509
    	 	        385,917.38
    
	5.048	 	JPMCB	 	 	 	Jonesboro
    GA	 	33,953	 	Square
    Feet	 	                         4.86500
    	 	 	 	              388,509
    	 	        385,917.38
    


 



    	EXH. B-7



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Name	 	Size
    	 	Measure	 	 Mortgage
    Rate in Effect at Origination (%) 	 	 Net
    Mortgage Rate in Effect at the Cut-off Date (%) 	 	 Original
    Principal Balance 	 	 Cut-off
    Principal Balance 
	5.049	 	JPMCB	 	 	 	Portsmouth	 	15,882	 	Square
    Feet	 	                         4.86500
    	 	 	 	              388,509
    	 	        385,917.38
    
	5.05	 	JPMCB	 	 	 	Danbury	 	18,778	 	Square
    Feet	 	                         4.86500
    	 	 	 	              382,623
    	 	        380,070.17
    
	5.051	 	JPMCB	 	 	 	Mather	 	18,475	 	Square
    Feet	 	                         4.86500
    	 	 	 	              373,205
    	 	        370,714.68
    
	5.052	 	JPMCB	 	 	 	Huntington	 	15,335	 	Square
    Feet	 	                         4.86500
    	 	 	 	              370,850
    	 	        368,375.76
    
	5.053	 	JPMCB	 	 	 	Broad
    St	 	37,544	 	Square
    Feet	 	                         4.86500
    	 	 	 	              364,964
    	 	        362,528.55
    
	5.054	 	JPMCB	 	 	 	Madison	 	20,850	 	Square
    Feet	 	                         4.86500
    	 	 	 	              353,191
    	 	        350,834.13
    
	5.055	 	JPMCB	 	 	 	Plainfield	 	11,478	 	Square
    Feet	 	                         4.86500
    	 	 	 	              341,417
    	 	        339,139.53
    
	5.056	 	JPMCB	 	 	 	Elyria	 	28,829	 	Square
    Feet	 	                         4.86500
    	 	 	 	              335,531
    	 	        333,292.32
    
	5.057	 	JPMCB	 	 	 	Manchester	 	15,850	 	Square
    Feet	 	                         4.86500
    	 	 	 	              317,871
    	 	        315,750.70
    
	5.058	 	JPMCB	 	 	 	Old
    Bridge	 	14,850	 	Square
    Feet	 	                         4.86500
    	 	 	 	              317,871
    	 	        315,750.70
    
	5.059	 	JPMCB	 	 	 	Hammond	 	10,308	 	Square
    Feet	 	                         4.86500
    	 	 	 	              294,325
    	 	        292,361.69
    
	5.06	 	JPMCB	 	 	 	High
    Point	 	17,500	 	Square
    Feet	 	                         4.86500
    	 	 	 	              294,325
    	 	        292,361.69
    
	5.061	 	JPMCB	 	 	 	Idaho
    Falls	 	29,619	 	Square
    Feet	 	                         4.86500
    	 	 	 	              294,325
    	 	        292,361.69
    
	5.062	 	JPMCB	 	 	 	6th
    Ave	 	30,818	 	Square
    Feet	 	                         4.86500
    	 	 	 	              288,439
    	 	        286,514.48
    
	5.063	 	JPMCB	 	 	 	Jonesboro	 	28,513	 	Square
    Feet	 	                         4.86500
    	 	 	 	              288,439
    	 	        286,514.48
    
	5.064	 	JPMCB	 	 	 	Chula
    Vista	 	7,215	 	Square
    Feet	 	                         4.86500
    	 	 	 	              281,375
    	 	        279,497.72
    
	5.065	 	JPMCB	 	 	 	Barstow	 	20,154	 	Square
    Feet	 	                         4.86500
    	 	 	 	              275,489
    	 	        273,650.51
    
	5.066	 	JPMCB	 	 	 	Wade
    Hampton	 	19,152	 	Square
    Feet	 	                         4.86500
    	 	 	 	              270,779
    	 	        268,972.85
    
	5.067	 	JPMCB	 	 	 	Western
    Ave	 	10,113	 	Square
    Feet	 	                         4.86500
    	 	 	 	              270,779
    	 	        268,972.85
    
	5.068	 	JPMCB	 	 	 	7
    Mile & Livernois	 	17,094	 	Square
    Feet	 	                         4.86500
    	 	 	 	              264,893
    	 	        263,125.46
    
	5.069	 	JPMCB	 	 	 	Bowling
    Green	 	19,400	 	Square
    Feet	 	                         4.86500
    	 	 	 	              259,006
    	 	        257,278.25
    
	5.07	 	JPMCB	 	 	 	Clarksville	 	23,122	 	Square
    Feet	 	                         4.86500
    	 	 	 	              259,006
    	 	        257,278.25
    
	5.071	 	JPMCB	 	 	 	Alexis
    Rd	 	28,550	 	Square
    Feet	 	                         4.86500
    	 	 	 	              253,120
    	 	        251,431.05
    
	5.072	 	JPMCB	 	 	 	Jefferson
    Davis Hwy	 	13,205	 	Square
    Feet	 	                         4.86500
    	 	 	 	              247,233
    	 	        245,583.84
    
	5.073	 	JPMCB	 	 	 	Veterans
    Memorial	 	22,121	 	Square
    Feet	 	                         4.86500
    	 	 	 	              247,233
    	 	        245,583.84
    
	5.074	 	JPMCB	 	 	 	Southfield
    Frwy & Joy Rd	 	20,582	 	Square
    Feet	 	                         4.86500
    	 	 	 	              241,347
    	 	        239,736.63
    
	5.075	 	JPMCB	 	 	 	Aurora	 	9,875	 	Square
    Feet	 	                         4.86500
    	 	 	 	              235,460
    	 	        233,889.42
    
	5.076	 	JPMCB	 	 	 	East
    Lake	 	16,038	 	Square
    Feet	 	                         4.86500
    	 	 	 	              235,460
    	 	        233,889.42
    
	5.077	 	JPMCB	 	 	 	East
    Spokane	 	16,978	 	Square
    Feet	 	                         4.86500
    	 	 	 	              235,460
    	 	        233,889.42
    
	5.078	 	JPMCB	 	 	 	North
    Hills	 	5,885	 	Square
    Feet	 	                         4.86500
    	 	 	 	              235,460
    	 	        233,889.42
    
	5.079	 	JPMCB	 	 	 	Fort
    Smith	 	19,657	 	Square
    Feet	 	                         4.86500
    	 	 	 	              229,574
    	 	        228,042.21
    
	5.08	 	JPMCB	 	 	 	Jim
    Miller Rd	 	16,973	 	Square
    Feet	 	                         4.86500
    	 	 	 	              223,687
    	 	        222,194.82
    
	5.081	 	JPMCB	 	 	 	Hwy
    367	 	13,725	 	Square
    Feet	 	                         4.86500
    	 	 	 	              217,801
    	 	        216,347.61
    
	5.082	 	JPMCB	 	 	 	10th
    Ave	 	12,450	 	Square
    Feet	 	                         4.86500
    	 	 	 	              211,914
    	 	        210,500.41
    
	5.083	 	JPMCB	 	 	 	Mesa
    Rd	 	14,733	 	Square
    Feet	 	                         4.86500
    	 	 	 	              211,914
    	 	        210,500.41
    
	5.084	 	JPMCB	 	 	 	Cumberland	 	12,979	 	Square
    Feet	 	                         4.86500
    	 	 	 	              206,028
    	 	        204,653.20
    
	5.085	 	JPMCB	 	 	 	Colonie	 	20,140	 	Square
    Feet	 	                         4.86500
    	 	 	 	              194,255
    	 	        192,958.78
    
	5.086	 	JPMCB	 	 	 	Pearl	 	13,700	 	Square
    Feet	 	                         4.86500
    	 	 	 	              188,368
    	 	        187,111.57
    
	5.087	 	JPMCB	 	 	 	Reading	 	13,500	 	Square
    Feet	 	                         4.86500
    	 	 	 	              188,368
    	 	        187,111.57
    
	5.088	 	JPMCB	 	 	 	Terre
    Haute	 	16,650	 	Square
    Feet	 	                         4.86500
    	 	 	 	              188,368
    	 	        187,111.57
    
	5.089	 	JPMCB	 	 	 	Hamilton	 	16,615	 	Square
    Feet	 	                         4.86500
    	 	 	 	              182,482
    	 	        181,264.18
    
	5.09	 	JPMCB	 	 	 	Lebanon	 	11,173	 	Square
    Feet	 	                         4.86500
    	 	 	 	              176,595
    	 	        175,416.97
    
	5.091	 	JPMCB	 	 	 	7
    Mile & Van Dyke	 	13,178	 	Square
    Feet	 	                         4.86500
    	 	 	 	              173,652
    	 	        172,493.46
    
	5.092	 	JPMCB	 	 	 	State
    St	 	10,130	 	Square
    Feet	 	                         4.86500
    	 	 	 	              164,822
    	 	        163,722.56
    
	5.093	 	JPMCB	 	 	 	Fall
    River	 	9,956	 	Square
    Feet	 	                         4.86500
    	 	 	 	              158,936
    	 	        157,875.35
    
	5.094	 	JPMCB	 	 	 	Provo	 	7,668	 	Square
    Feet	 	                         4.86500
    	 	 	 	              158,936
    	 	        157,875.35
    
	5.095	 	JPMCB	 	 	 	Glens
    Falls	 	16,150	 	Square
    Feet	 	                         4.86500
    	 	 	 	              141,276
    	 	        140,333.54
    
	5.096	 	JPMCB	 	 	 	Schenectady	 	10,860	 	Square
    Feet	 	                         4.86500
    	 	 	 	              141,276
    	 	        140,333.54
    
	5.097	 	JPMCB	 	 	 	Bremerton	 	7,488	 	Square
    Feet	 	                         4.86500
    	 	 	 	              135,390
    	 	        134,486.33
    
	5.098	 	JPMCB	 	 	 	South
    End	 	12,880	 	Square
    Feet	 	                         4.86500
    	 	 	 	              123,617
    	 	        122,791.92
    
	5.099	 	JPMCB	 	 	 	Keene	 	11,185	 	Square
    Feet	 	                         4.86500
    	 	 	 	              117,730
    	 	        116,944.71
    
	5.1	 	JPMCB	 	 	 	Lima
    Mall	 	15,216	 	Square
    Feet	 	                         4.86500
    	 	 	 	              117,730
    	 	        116,944.71
    
	5.101	 	JPMCB	 	 	 	New
    Britain	 	6,072	 	Square
    Feet	 	                         4.86500
    	 	 	 	              111,844
    	 	        111,097.50
    
	5.102	 	JPMCB	 	 	 	Cape
    Girardeau	 	9,350	 	Square
    Feet	 	                         4.86500
    	 	 	 	              105,957
    	 	        105,250.29
    
	5.103	 	JPMCB	 	 	 	N
    Watkins	 	13,200	 	Square
    Feet	 	                         4.86500
    	 	 	 	              101,248
    	 	        100,572.46
    
	5.104	 	JPMCB	 	 	 	National
    Rd	 	14,630	 	Square
    Feet	 	                         4.86500
    	 	 	 	                 96,539
    	 	           95,894.62
    
	5.105	 	JPMCB	 	 	 	Pensacola-Bellview	 	11,686	 	Square
    Feet	 	                         4.86500
    	 	 	 	                 89,475
    	 	           88,878.04
    


 



    	EXH. B-8



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Name	 	Size
    	 	Measure	 	 Mortgage
    Rate in Effect at Origination (%) 	 	 Net
    Mortgage Rate in Effect at the Cut-off Date (%) 	 	 Original
    Principal Balance 	 	 Cut-off
    Principal Balance 
	6	 	Barclays	 	Lansing
    Retail Center L.L.C.	 	Frandor
    Shopping Center	 	455,152	 	Square
    Feet	 	                         4.28700
    	 	4.27480
    	 	         40,500,000
    	 	   40,393,786.79
    
	7	 	JPMCB	 	660
    Woodward Associates LLC	 	First
    National Building	 	840,436	 	Square
    Feet	 	                         4.77400
    	 	4.71430
    	 	         40,000,000
    	 	   40,000,000.00
    
	8	 	SMF
    II	 	Gettysburg
    Outlet Center CMBS, LLC	 	The
    Outlet Shoppes at Gettysburg 	 	249,937	 	Square
    Feet	 	                         4.80400
    	 	4.79180
    	 	         38,450,000
    	 	   38,450,000.00
    
	9	 	JPMCB	 	HPT
    New Orleans OSS, LLC	 	One
    Shell Square	 	1,240,539	 	Square
    Feet	 	                         4.19530
    	 	4.16060
    	 	         36,100,000
    	 	   36,100,000.00
    
	10	 	RCMC	 	FAC
    Park Place One, LLC, FAC Park Place Two, LLC	 	Park
    Place I & II  Portfolio	 	212,328	 	Square
    Feet	 	                         4.71500
    	 	4.70280
    	 	         30,375,000
    	 	   30,375,000.00
    
	10.01	 	RCMC	 	 	 	Park
    Place II	 	112,481	 	Square
    Feet	 	                         4.71500
    	 	 	 	         16,515,266
    	 	   16,515,266.00
    
	10.02	 	RCMC	 	 	 	Park
    Place I	 	99,847	 	Square
    Feet	 	                         4.71500
    	 	 	 	         13,859,734
    	 	   13,859,734.00
    
	11	 	JPMCB	 	MREF
    II Waterstone, LLC	 	Waterstone
    Apartments	 	276	 	Units	 	                         4.41200
    	 	4.39980
    	 	         30,240,000
    	 	   30,240,000.00
    
	12	 	JPMCB	 	Proc
    GA, L.P.	 	Hilton
    Atlanta Perimeter	 	224	 	Rooms	 	                         4.70600
    	 	4.69380
    	 	         30,170,000
    	 	   30,170,000.00
    
	13	 	RAIT	 	Eastmont
    Office Owner, LLC	 	Eastmont
    Town Center	 	514,236	 	Square
    Feet	 	                         5.11000
    	 	5.09030
    	 	         29,000,000
    	 	   28,805,389.59
    
	14	 	SMF
    II	 	BV
    LCP Austin Investment Group, LLC, Austin BV LCP Operating Group, LLC, BV LCP San Antonio Investment Group, LLC, San Antonio
    BV LCP Operating Group, LLC, BV LCP Dallas Investment Group, LLC, Dallas BV LCP Operating Group, LLC	 	Hyatt
    Place Texas Portfolio	 	387	 	Rooms	 	                         4.82000
    	 	4.77780
    	 	         25,000,000
    	 	   25,000,000.00
    
	14.01	 	SMF
    II	 	 	 	Hyatt
    Place Austin	 	127	 	Rooms	 	                         4.82000
    	 	 	 	         12,012,987
    	 	   12,012,987.01
    
	14.02	 	SMF
    II	 	 	 	Hyatt
    Place San Antonio	 	126	 	Rooms	 	                         4.82000
    	 	 	 	           6,818,182
    	 	     6,818,181.82
    
	14.03	 	SMF
    II	 	 	 	Hyatt
    Place Dallas	 	134	 	Rooms	 	                         4.82000
    	 	 	 	           6,168,831
    	 	     6,168,831.17
    
	15	 	JPMCB	 	Reflections
    Property Holdings, LLC	 	The
    Park at Veneto	 	282	 	Units	 	                         4.65000
    	 	4.63780
    	 	         20,200,000
    	 	   20,200,000.00
    
	16	 	JPMCB	 	BW
    Bowling Properties LP, BW Bowling Properties LLC, BW Bowling Properties Canada Inc.	 	Brunswick
    Portfolio	 	2,275,293	 	Square
    Feet	 	                         4.79300
    	 	4.78080
    	 	         20,000,000
    	 	   19,901,031.65
    
	16.01	 	JPMCB	 	 	 	BZ
    Lone Tree	 	60,016	 	Square
    Feet	 	                         4.79300
    	 	 	 	           1,027,281
    	 	     1,022,197.75
    
	16.02	 	JPMCB	 	 	 	BZ
    Gilbert Consolidated	 	57,741	 	Square
    Feet	 	                         4.79300
    	 	 	 	              901,294
    	 	        896,833.85
    
	16.03	 	JPMCB	 	 	 	BZ
    XL Kennesaw Consolidated	 	52,287	 	Square
    Feet	 	                         4.79300
    	 	 	 	              841,207
    	 	        837,044.84
    
	16.04	 	JPMCB	 	 	 	BZ
    Randall Road Consolidated	 	57,527	 	Square
    Feet	 	                         4.79300
    	 	 	 	              560,159
    	 	        557,387.10
    
	16.05	 	JPMCB	 	 	 	BZ
    Romeoville Consolidated	 	61,192	 	Square
    Feet	 	                         4.79300
    	 	 	 	              536,900
    	 	        534,242.86
    
	16.06	 	JPMCB	 	 	 	Cal
    Oaks Bowl	 	35,325	 	Square
    Feet	 	                         4.79300
    	 	 	 	              533,992
    	 	        531,349.92
    
	16.07	 	JPMCB	 	 	 	BZ
    St Peters Consolidated	 	57,085	 	Square
    Feet	 	                         4.79300
    	 	 	 	              530,600
    	 	        527,974.71
    
	16.08	 	JPMCB	 	 	 	Classic
    Lanes	 	35,325	 	Square
    Feet	 	                         4.79300
    	 	 	 	              498,134
    	 	        495,669.51
    
	16.09	 	JPMCB	 	 	 	Premier
    Lanes	 	42,700	 	Square
    Feet	 	                         4.79300
    	 	 	 	              494,258
    	 	        491,812.04
    
	16.1	 	JPMCB	 	 	 	BZ
    Brooklyn Park Consolidated	 	60,944	 	Square
    Feet	 	                         4.79300
    	 	 	 	              484,566
    	 	        482,168.65
    
	16.11	 	JPMCB	 	 	 	BZ
    Eden Prairie	 	45,285	 	Square
    Feet	 	                         4.79300
    	 	 	 	              484,566
    	 	        482,168.65
    
	16.12	 	JPMCB	 	 	 	BZ
    Lakeville Consolidated	 	58,656	 	Square
    Feet	 	                         4.79300
    	 	 	 	              484,566
    	 	        482,168.65
    
	16.13	 	JPMCB	 	 	 	BZ
    Blaine Consolidated	 	57,536	 	Square
    Feet	 	                         4.79300
    	 	 	 	              474,875
    	 	        472,525.29
    
	16.14	 	JPMCB	 	 	 	Brunswick's
    Norcross	 	39,924	 	Square
    Feet	 	                         4.79300
    	 	 	 	              441,925
    	 	        439,737.83
    
	16.15	 	JPMCB	 	 	 	Majestic
    Lanes	 	36,219	 	Square
    Feet	 	                         4.79300
    	 	 	 	              441,925
    	 	        439,737.83
    
	16.16	 	JPMCB	 	 	 	Bramalea
    Lanes	 	36,263	 	Square
    Feet	 	                         4.79300
    	 	 	 	              432,233
    	 	        430,094.47
    
	16.17	 	JPMCB	 	 	 	BZ
    Glendale	 	36,575	 	Square
    Feet	 	                         4.79300
    	 	 	 	              426,418
    	 	        424,308.39
    
	16.18	 	JPMCB	 	 	 	Brunswick's
    Marietta	 	35,742	 	Square
    Feet	 	                         4.79300
    	 	 	 	              395,406
    	 	        393,449.70
    
	16.19	 	JPMCB	 	 	 	BZ
    Watauga Consolidated	 	36,062	 	Square
    Feet	 	                         4.79300
    	 	 	 	              386,684
    	 	        384,770.70
    
	16.2	 	JPMCB	 	 	 	BZ
    Roswell	 	35,369	 	Square
    Feet	 	                         4.79300
    	 	 	 	              378,931
    	 	        377,055.89
    
	16.21	 	JPMCB	 	 	 	National
    Lanes	 	36,267	 	Square
    Feet	 	                         4.79300
    	 	 	 	              353,733
    	 	        351,983.07
    
	16.22	 	JPMCB	 	 	 	BZ
    River Grove	 	38,924	 	Square
    Feet	 	                         4.79300
    	 	 	 	              322,721
    	 	        321,124.38
    
	16.23	 	JPMCB	 	 	 	Via
    Linda Lanes	 	36,235	 	Square
    Feet	 	                         4.79300
    	 	 	 	              319,814
    	 	        318,231.43
    
	16.24	 	JPMCB	 	 	 	BZ
    Upland	 	35,724	 	Square
    Feet	 	                         4.79300
    	 	 	 	              306,246
    	 	        304,730.57
    
	16.25	 	JPMCB	 	 	 	Foothill
    Lanes	 	35,724	 	Square
    Feet	 	                         4.79300
    	 	 	 	              306,246
    	 	        304,730.57
    
	16.26	 	JPMCB	 	 	 	Riverview
    Lanes Consolidated	 	36,636	 	Square
    Feet	 	                         4.79300
    	 	 	 	              303,339
    	 	        301,837.61
    
	16.27	 	JPMCB	 	 	 	BZ
    Heather Ridge	 	36,124	 	Square
    Feet	 	                         4.79300
    	 	 	 	              300,431
    	 	        298,944.68
    
	16.28	 	JPMCB	 	 	 	BZ
    Westminster	 	36,242	 	Square
    Feet	 	                         4.79300
    	 	 	 	              300,431
    	 	        298,944.51
    
	16.29	 	JPMCB	 	 	 	Columbia
    Lanes Consolidated	 	28,920	 	Square
    Feet	 	                         4.79300
    	 	 	 	              300,431
    	 	        298,944.51
    
	16.3	 	JPMCB	 	 	 	Brunswick's
    Buffalo Grove	 	56,916	 	Square
    Feet	 	                         4.79300
    	 	 	 	              295,585
    	 	        294,122.81
    
	16.31	 	JPMCB	 	 	 	Moreno
    Valley Bowl	 	36,150	 	Square
    Feet	 	                         4.79300
    	 	 	 	              291,709
    	 	        290,265.50
    
	16.32	 	JPMCB	 	 	 	Fairlawn
    Lanes Consolidated	 	25,801	 	Square
    Feet	 	                         4.79300
    	 	 	 	              290,740
    	 	        289,301.13
    
	16.33	 	JPMCB	 	 	 	BZ
    Green Mountain	 	36,386	 	Square
    Feet	 	                         4.79300
    	 	 	 	              283,956
    	 	        282,550.87
    
	16.34	 	JPMCB	 	 	 	BZ
    Mesa	 	34,839	 	Square
    Feet	 	                         4.79300
    	 	 	 	              271,357
    	 	        270,014.38
    
	16.35	 	JPMCB	 	 	 	BZ
    Lilburn	 	36,247	 	Square
    Feet	 	                         4.79300
    	 	 	 	              264,573
    	 	        263,264.12
    


 



    	EXH. B-9



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Name	 	Size
    	 	Measure	 	 Mortgage
    Rate in Effect at Origination (%) 	 	 Net
    Mortgage Rate in Effect at the Cut-off Date (%) 	 	 Original
    Principal Balance 	 	 Cut-off
    Principal Balance 
	16.36	 	JPMCB	 	 	 	BZ
    Turnersville	 	32,000	 	Square
    Feet	 	                         4.79300
    	 	 	 	              264,089
    	 	        262,782.01
    
	16.37	 	JPMCB	 	 	 	BZ
    Lakeside	 	36,436	 	Square
    Feet	 	                         4.79300
    	 	 	 	              247,129
    	 	        245,906.10
    
	16.38	 	JPMCB	 	 	 	Harbour
    Lanes	 	35,379	 	Square
    Feet	 	                         4.79300
    	 	 	 	              242,283
    	 	        241,084.42
    
	16.39	 	JPMCB	 	 	 	Tri-City
    Bowl	 	45,224	 	Square
    Feet	 	                         4.79300
    	 	 	 	              242,283
    	 	        241,084.42
    
	16.4	 	JPMCB	 	 	 	BZ
    Normandy Consolidated	 	29,104	 	Square
    Feet	 	                         4.79300
    	 	 	 	              232,592
    	 	        231,441.04
    
	16.41	 	JPMCB	 	 	 	Margate
    Lanes	 	29,388	 	Square
    Feet	 	                         4.79300
    	 	 	 	              232,592
    	 	        231,441.04
    
	16.42	 	JPMCB	 	 	 	BZ
    Austell	 	35,971	 	Square
    Feet	 	                         4.79300
    	 	 	 	              227,746
    	 	        226,619.36
    
	16.43	 	JPMCB	 	 	 	BZ
    Mt Prospect	 	32,671	 	Square
    Feet	 	                         4.79300
    	 	 	 	              222,901
    	 	        221,797.65
    
	16.44	 	JPMCB	 	 	 	BZ
    Deer Park	 	37,282	 	Square
    Feet	 	                         4.79300
    	 	 	 	              218,055
    	 	        216,975.97
    
	16.45	 	JPMCB	 	 	 	BZ
    Denton Consolidated	 	29,096	 	Square
    Feet	 	                         4.79300
    	 	 	 	              213,209
    	 	        212,154.29
    
	16.46	 	JPMCB	 	 	 	BZ
    Woodridge	 	39,700	 	Square
    Feet	 	                         4.79300
    	 	 	 	              213,209
    	 	        212,154.29
    
	16.47	 	JPMCB	 	 	 	Vista
    Lanes	 	35,371	 	Square
    Feet	 	                         4.79300
    	 	 	 	              213,209
    	 	        212,154.29
    
	16.48	 	JPMCB	 	 	 	Wekiva
    Lanes	 	36,510	 	Square
    Feet	 	                         4.79300
    	 	 	 	              213,209
    	 	        212,154.29
    
	16.49	 	JPMCB	 	 	 	BZ
    Roselle	 	40,723	 	Square
    Feet	 	                         4.79300
    	 	 	 	              198,672
    	 	        197,689.23
    
	16.5	 	JPMCB	 	 	 	BZ
    Glendale Heights	 	28,848	 	Square
    Feet	 	                         4.79300
    	 	 	 	              196,734
    	 	        195,760.48
    
	16.51	 	JPMCB	 	 	 	BZ
    Wheat Ridge	 	36,342	 	Square
    Feet	 	                         4.79300
    	 	 	 	              194,796
    	 	        193,831.90
    
	16.52	 	JPMCB	 	 	 	BZ
    Circle Consolidated	 	34,856	 	Square
    Feet	 	                         4.79300
    	 	 	 	              193,827
    	 	        192,867.52
    
	16.53	 	JPMCB	 	 	 	BZ
    Hawthorn Lanes	 	36,521	 	Square
    Feet	 	                         4.79300
    	 	 	 	              178,320
    	 	        177,438.09
    
	16.54	 	JPMCB	 	 	 	Camino
    Seco Bowl	 	28,049	 	Square
    Feet	 	                         4.79300
    	 	 	 	              177,351
    	 	        176,473.73
    
	16.55	 	JPMCB	 	 	 	Westcreek
    Lanes Consolidated	 	35,651	 	Square
    Feet	 	                         4.79300
    	 	 	 	              173,475
    	 	        172,616.40
    
	16.56	 	JPMCB	 	 	 	BZ
    North Ridgeville	 	35,456	 	Square
    Feet	 	                         4.79300
    	 	 	 	              169,598
    	 	        168,759.10
    
	16.57	 	JPMCB	 	 	 	BZ
    Belle Vernon	 	30,797	 	Square
    Feet	 	                         4.79300
    	 	 	 	              150,216
    	 	        149,472.33
    
	16.58	 	JPMCB	 	 	 	BZ
    Fountain Square	 	29,010	 	Square
    Feet	 	                         4.79300
    	 	 	 	              117,265
    	 	        116,684.89
    
	17	 	JPMCB	 	New
    Center LLC, New Center Parking LLC	 	New
    Center One Building	 	507,966	 	Square
    Feet	 	                         4.76000
    	 	4.70030
    	 	         19,000,000
    	 	   18,976,139.12
    
	18	 	SMF
    II	 	McKnight
    Robinson Plaza Associates, L.P.	 	Robinson
    Plaza	 	174,938	 	Square
    Feet	 	                         4.74200
    	 	4.69980
    	 	         18,250,000
    	 	   18,250,000.00
    
	19	 	RCMC	 	Clifton
    Park Hotel Associates, LLC	 	Residence
    Inn - Clifton Park	 	112	 	Rooms	 	                         4.69000
    	 	4.67780
    	 	         17,600,000
    	 	   17,600,000.00
    
	20	 	JPMCB	 	Cofe
    Cix North Miami, LLC	 	North
    Miami Business Park	 	214,318	 	Square
    Feet	 	                         4.69600
    	 	4.68380
    	 	         15,937,500
    	 	   15,937,500.00
    
	21	 	JPMCB	 	The
    Place Property Holdings, LLC	 	The
    Park at Murano	 	230	 	Units	 	                         4.65000
    	 	4.63780
    	 	         15,800,000
    	 	   15,800,000.00
    
	22	 	JPMCB	 	1501
    East Lincoln Highway Fee, LLC	 	Langhorne
    Shopping Center	 	104,727	 	Square
    Feet	 	                         4.55000
    	 	4.48780
    	 	         15,131,000
    	 	   15,131,000.00
    
	23	 	Barclays	 	Snake
    2 Tuscaloosa Properties LLC, Woody 8 Sacramento Properties LLC, Wen Colorado Properties LLC, Megan CMV Colorado Springs LLC,
    Snake 3 Portland Properties LLC, Dragon 10 Great Bend Properties LLC, Snake One Troy Properties LLC, Dragon 6 Meridian Properties,
    LLC, Genevieve Las Vegas Properties, LLC, Tiger 8 Las Vegas Properties, LLC, NB Las Vegas Properties, LLC, Dragon One Xenia
    Properties, LLC, MGCN Pittsburgh CP LLC, Dragon 5 Mitchell Properties, LLC, Tiger 10 Oshkosh BK LLC	 	Chow
    Triple Net Retail Portfolio I	 	57,190	 	Square
    Feet	 	                         4.35100
    	 	4.33880
    	 	         14,800,000
    	 	   14,779,977.47
    
	23.01	 	Barclays	 	 	 	7-Eleven
    - Las Vegas, NV	 	2,989	 	Square
    Feet	 	                         4.35100
    	 	 	 	           1,620,438
    	 	     1,618,245.71
    	 
	23.02	 	Barclays	 	 	 	Chipotle
    - Pittsburgh, PA	 	2,391	 	Square
    Feet	 	                         4.35100
    	 	 	 	           1,584,428
    	 	     1,582,284.69
    	 
	23.03	 	Barclays	 	 	 	7-Eleven
    - Sacramento, CA	 	2,378	 	Square
    Feet	 	                         4.35100
    	 	 	 	           1,575,426
    	 	     1,573,294.44
    	 
	23.04	 	Barclays	 	 	 	Taco
    Bell - Las Vegas, NV	 	2,375	 	Square
    Feet	 	                         4.35100
    	 	 	 	           1,282,847
    	 	     1,281,111.19
    	 
	23.05	 	Barclays	 	 	 	Arby's
    - Colorado Springs, CO	 	3,246	 	Square
    Feet	 	                         4.35100
    	 	 	 	           1,035,280
    	 	     1,033,879.20
    	 
	23.06	 	Barclays	 	 	 	TGI
    Fridays - Denver, CO	 	6,500	 	Square
    Feet	 	                         4.35100
    	 	 	 	              994,769
    	 	        993,423.06
    	 
	23.07	 	Barclays	 	 	 	Burger
    King - Troy, MI	 	3,984	 	Square
    Feet	 	                         4.35100
    	 	 	 	              954,258
    	 	        952,966.92
    	 
	23.08	 	Barclays	 	 	 	Burger
    King - Mitchell, SD	 	3,819	 	Square
    Feet	 	                         4.35100
    	 	 	 	              810,219
    	 	        809,122.85
    	 
	23.09	 	Barclays	 	 	 	Burger
    King - Oshkosh, WI	 	3,664	 	Square
    Feet	 	                         4.35100
    	 	 	 	              796,715
    	 	        795,637.47
    	 
	23.1	 	Barclays	 	 	 	Hooter's
    - Tuscaloosa, AL	 	3,520	 	Square
    Feet	 	                         4.35100
    	 	 	 	              787,713
    	 	        786,647.22
    	 
	23.11	 	Barclays	 	 	 	Chipotle,
    Palm Beach Tan, and AT&T - Xenia, OH	 	7,487	 	Square
    Feet	 	                         4.35100
    	 	 	 	              778,710
    	 	        777,656.97
    	 
	23.12	 	Barclays	 	 	 	7-Eleven
    and LA Insurance - Las Vegas, NV	 	4,800	 	Square
    Feet	 	                         4.35100
    	 	 	 	              720,195
    	 	        719,220.31
    	 
	23.13	 	Barclays	 	 	 	Pizza
    Hut - Meridian, MS	 	3,845	 	Square
    Feet	 	                         4.35100
    	 	 	 	              675,182
    	 	        674,269.05
    	 
	23.14	 	Barclays	 	 	 	KFC/Taco
    Bell - Portland, IN	 	2,696	 	Square
    Feet	 	                         4.35100
    	 	 	 	              643,674
    	 	        642,803.16
    	 
	23.15	 	Barclays	 	 	 	KFC
    - Great Bend, KS	 	3,496	 	Square
    Feet	 	                         4.35100
    	 	 	 	              540,146
    	 	        539,415.24
    	 
	24	 	Barclays	 	Oakland
    Hills Square, LLC	 	Oakland
    Hills	 	188	 	Units	 	                         4.94900
    	 	4.93680
    	 	         13,930,000
    	 	   13,913,103.97
    	 
	25	 	MC-Five
    Mile	 	Apartment
    Investments Associates IV L.P., Walnut Capital Partners-Forbes Tenant, LLC, Walnut Capital Partners-Wightman Tenant, LLC	 	Walnut
    Multifamily Portfolio	 	71	 	Units	 	                         4.64000
    	 	4.62780
    	 	         13,750,000
    	 	   13,750,000.00
    	 


 



    	EXH. B-10



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Name	 	Size
    	 	Measure	 	 Mortgage
    Rate in Effect at Origination (%) 	 	 Net
    Mortgage Rate in Effect at the Cut-off Date (%) 	 	 Original
    Principal Balance 	 	 Cut-off
    Principal Balance 
	25.01	 	MC-Five
    Mile	 	 	 	Forbes Terrace	 	38	 	Units	 	                         4.64000
    	 	 	 	           7,287,950
    	 	     7,287,950.00
    	 
	25.02	 	MC-Five
    Mile	 	 	 	Beacon
    Commons	 	21	 	Units	 	                         4.64000
    	 	 	 	           3,487,050
    	 	     3,487,050.00
    	 
	25.03	 	MC-Five
    Mile	 	 	 	Walnut
    on Wightman	 	12	 	Units	 	                         4.64000
    	 	 	 	           2,975,000
    	 	     2,975,000.00
    	 
	26	 	JPMCB	 	Town
    and Country Group LLC	 	Town
    & Country Shopping Center	 	259,592	 	Square
    Feet	 	                         4.65700
    	 	4.64480
    	 	         13,650,000
    	 	   13,650,000.00
    	 
	27	 	MC-Five
    Mile	 	Premiere
    Place Shopping Center, LLC	 	Premiere
    Place	 	153,128	 	Square
    Feet	 	                         4.68500
    	 	4.67280
    	 	         12,975,000
    	 	   12,911,923.58
    	 
	28	 	SMF
    II	 	O.B.
    Storage Cooke Road, LLC, O.B. Storage Hawthorne, LLC, O.B. Storage 10th, LLC	 	Simply
    Self Storage Portfolio	 	1,839	 	Units	 	                         4.70600
    	 	4.69380
    	 	         12,500,000
    	 	   12,500,000.00
    	 
	28.01	 	SMF
    II	 	 	 	Cooke
    Road Self Storage	 	715	 	Units	 	                         4.70600
    	 	 	 	           5,770,000
    	 	     5,770,000.00
    	 
	28.02	 	SMF
    II	 	 	 	Hawthorn
    Park Self Storage	 	630	 	Units	 	                         4.70600
    	 	 	 	           4,475,000
    	 	     4,475,000.00
    	 
	28.03	 	SMF
    II	 	 	 	West
    10th Street Self Storage	 	494	 	Units	 	                         4.70600
    	 	 	 	           2,255,000
    	 	     2,255,000.00
    	 
	29	 	SMF
    II	 	Emerson
    Pointe Retail Center, LLC	 	Emerson
    Pointe 	 	64,643	 	Square
    Feet	 	                         4.80300
    	 	4.79080
    	 	         12,300,000
    	 	   12,300,000.00
    	 
	30	 	MC-Five
    Mile	 	N
    & V Corporation	 	Big
    Curve Shopping Center	 	128,931	 	Square
    Feet	 	                         4.46700
    	 	4.45480
    	 	         12,100,000
    	 	   12,038,536.28
    	 
	31	 	MC-Five
    Mile	 	Wolverine
    Mustang, L.P.	 	Mustang
    Crossing Apartments	 	307	 	Units	 	                         4.29400
    	 	4.28180
    	 	         10,750,000
    	 	   10,750,000.00
    	 
	32	 	Barclays	 	Jax
    Costa (FL) LLC	 	Acosta
    Headquarters	 	88,026	 	Square
    Feet	 	                         4.42800
    	 	4.41580
    	 	         10,650,000
    	 	   10,650,000.00
    	 
	33	 	RCMC	 	Falcon
    Gateway Property LLC	 	Falcon
    Gateway	 	59,221	 	Square
    Feet	 	                         4.88000
    	 	4.83030
    	 	         10,600,000
    	 	   10,586,978.42
    	 
	34	 	Barclays	 	12300-12301
    Osborne Place, LLC	 	Shadow
    Hills Apartments	 	95	 	Units	 	                         4.64500
    	 	4.63280
    	 	           9,675,000
    	 	     9,675,000.00
    	 
	35	 	MC-Five
    Mile	 	TX
    Eastlake LLC	 	Eastlake
    RV Resort	 	241	 	Pads	 	                         4.61500
    	 	4.60280
    	 	           9,350,000
    	 	     9,337,942.44
    	 
	36	 	SMF
    II	 	San
    Angelo SW Realty, LP	 	Southwest
    Plaza	 	200,488	 	Square
    Feet	 	                         4.72900
    	 	4.71680
    	 	           9,300,000
    	 	     9,300,000.00
    	 
	37	 	SMF
    II	 	Route
    1 Self Storage, LLC	 	Route
    1 Self Storage Laurel	 	737	 	Units	 	                         4.68500
    	 	4.67280
    	 	           8,700,000
    	 	     8,700,000.00
    	 
	38	 	JPMCB	 	Old
    Stage Warehouse LLC	 	Old
    Stage Warehouse	 	376,444	 	Square
    Feet	 	                         4.47700
    	 	4.46480
    	 	           8,500,000
    	 	     8,468,278.49
    	 
	39	 	MC-Five
    Mile	 	Mattoon
    Marketplace, LLC	 	Mattoon
    Market Place	 	73,228	 	Square
    Feet	 	                         4.63600
    	 	4.62380
    	 	           8,250,000
    	 	     8,250,000.00
    	 
	40	 	MC-Five
    Mile	 	LeTort
    Investments, Limited Partnership	 	Hawthorne
    Townhomes 	 	53	 	Units	 	                         4.56000
    	 	4.54780
    	 	           8,200,000
    	 	     8,189,318.96
    	 
	41	 	Barclays	 	Marquise
    Forest, LLC	 	Marquis
    Forest Apartments	 	373	 	Units	 	                         4.87400
    	 	4.83180
    	 	           8,100,000
    	 	     8,072,199.58
    	 
	42	 	MC-Five
    Mile	 	ACI
    Freeway Crossing, LLC, McKnight Freeway Crossing, LLC, Harvin Freeway Crossing, LLC, Harvin Two Freeway Crossing, LLC, DFK
    Freeway Crossing, LLC, SFB Freeway Crossing, LLC, Faulkner Freeway Crossing, LLC	 	Freeway
    Crossing	 	88,667	 	Square
    Feet	 	                         4.51250
    	 	4.50030
    	 	           7,300,000
    	 	     7,263,255.03
    	 
	43	 	JPMCB	 	Park
    at 95, LLC	 	780
    Dedham Street	 	82,115	 	Square
    Feet	 	                         4.59600
    	 	4.53380
    	 	           7,050,000
    	 	     7,050,000.00
    	 
	44	 	SMF
    II	 	2901
    Euclid Avenue, LLC	 	University
    Studios	 	150	 	Beds	 	                         4.73300
    	 	4.68080
    	 	           6,975,000
    	 	     6,975,000.00
    	 
	45	 	RCMC	 	Netreit
    Westminster, LLC	 	One
    Park Centre	 	69,173	 	Square
    Feet	 	                         4.77000
    	 	4.70030
    	 	           6,610,000
    	 	     6,610,000.00
    	 
	46	 	JPMCB	 	Colony
    Village Apartments, LLC	 	Colony
    Village	 	171	 	Units	 	                         4.51500
    	 	4.46280
    	 	           6,500,000
    	 	     6,500,000.00
    	 
	47	 	Barclays	 	9510
    Van Nuys Blvd., LLC	 	Summer
    View Apartments	 	121	 	Units	 	                         4.64500
    	 	4.63280
    	 	           6,450,000
    	 	     6,450,000.00
    	 
	48	 	JPMCB	 	Guardian
    Self Storage - LA	 	Guardian
    Self Storage - Liberty Avenue	 	582	 	Units	 	                         4.59000
    	 	4.53780
    	 	           6,300,000
    	 	     6,291,838.54
    	 
	49	 	JPMCB	 	Tabani
    Montrose, LLC	 	Market
    Square at Montrose	 	166,373	 	Square
    Feet	 	                         4.82900
    	 	4.81680
    	 	           6,225,000
    	 	     6,225,000.00
    	 
	50	 	JPMCB	 	Brynn
    Marr Apartments, LLC	 	Brynn
    Marr Village	 	196	 	Units	 	                         4.51500
    	 	4.46280
    	 	           6,180,000
    	 	     6,180,000.00
    	 
	51	 	SMF
    II	 	Watkins
    Sanford, LLC	 	Best
    Buy Sanford, FL	 	30,767	 	Square
    Feet	 	                         4.57700
    	 	4.51480
    	 	           6,000,000
    	 	     5,939,881.84
    	 
	52	 	Barclays	 	1900
    Carboy LLC	 	Prospect
    Industrial Center	 	211,255	 	Square
    Feet	 	                         4.67900
    	 	4.66680
    	 	           5,900,000
    	 	     5,900,000.00
    	 
	53	 	SMF
    II	 	1952
    Fowl Road, LLC	 	Condor
    Garden Apartments	 	180	 	Units	 	                         4.48000
    	 	4.42780
    	 	           5,550,000
    	 	     5,550,000.00
    	 
	54	 	Barclays	 	Gateway
    XV, L.P.	 	Best
    Western - Leesburg, VA	 	99	 	Rooms	 	                         4.81000
    	 	4.79780
    	 	           5,500,000
    	 	     5,481,698.27
    	 
	55	 	Barclays	 	Heritage
    Plaza Associates, LLC	 	Heritage
    Shopping Center	 	58,209	 	Square
    Feet	 	                         4.34300
    	 	4.33080
    	 	           5,000,000
    	 	     4,987,032.57
    	 
	56	 	Barclays	 	Gateway
    Hospitality Staunton, LLC	 	Comfort
    Inn - Staunton, VA	 	96	 	Rooms	 	                         4.81600
    	 	4.80380
    	 	           5,000,000
    	 	     4,983,378.27
    	 
	57	 	RCMC	 	IDC
    Properties, LLC	 	International
    Design Center	 	62,286	 	Square
    Feet	 	                         4.76000
    	 	4.68030
    	 	           4,600,000
    	 	     4,600,000.00
    	 
	58	 	Barclays	 	APH
    Hospitality, Inc.	 	La
    Quinta Inn & Suites - Angleton, TX	 	57	 	Rooms	 	                         4.60000
    	 	4.58780
    	 	           4,500,000
    	 	     4,484,509.33
    	 
	59	 	MC-Five
    Mile	 	JohnCort
    LLC, Conley Investments II LLC	 	CVS
    Portfolio	 	20,250	 	Square
    Feet	 	                         4.69500
    	 	4.68280
    	 	           4,200,000
    	 	     4,189,853.67
    	 
	59.01	 	MC-Five
    Mile	 	 	 	CVS
    Pharmacy-Johnson City	 	10,125	 	Square
    Feet	 	                         4.69500
    	 	 	 	           2,357,895
    	 	     2,352,198.55
    	 
	59.02	 	MC-Five
    Mile	 	 	 	CVS
    Pharmacy-Cortland	 	10,125	 	Square
    Feet	 	                         4.69500
    	 	 	 	           1,842,105
    	 	     1,837,655.12
    	 
	60	 	RCMC	 	44226
    10th St. West, LLC	 	Antelope
    Valley Partners	 	30,000	 	Square
    Feet	 	                         4.44000
    	 	4.42780
    	 	           4,100,000
    	 	     4,094,541.81
    	 
	61	 	SMF
    II	 	1100
    Oakwood Drive, LLC	 	Evergreen
    Village Apartments	 	132	 	Units	 	                         4.73300
    	 	4.68080
    	 	           4,050,000
    	 	     4,050,000.00
    	 
	62	 	Barclays	 	National
    Income Properties DST V	 	Behringer
    Tractor Supply Portfolio	 	41,027	 	Square
    Feet	 	                         4.55000
    	 	4.49780
    	 	           4,000,000
    	 	     4,000,000.00
    	 
	62.01	 	Barclays	 	 	 	Tractor
    Supply Co - OH	 	21,930	 	Square
    Feet	 	                         4.55000
    	 	 	 	           2,300,000
    	 	     2,300,000.00
    	 
	62.02	 	Barclays	 	 	 	Tractor
    Supply Co - LA	 	19,097	 	Square
    Feet	 	                         4.55000
    	 	 	 	           1,700,000
    	 	     1,700,000.00
    	 
	63	 	Barclays	 	Bedford
    Square Equities, LLC	 	Bedford
    Square I & II	 	39,828	 	Square
    Feet	 	                         4.58800
    	 	4.57580
    	 	           3,650,000
    	 	     3,650,000.00
    	 
	64	 	Barclays	 	MVP
    Houston Saks Garage LLC	 	Sak's
    Garage	 	90,750	 	Square
    Feet	 	                         4.25000
    	 	4.23780
    	 	           3,650,000
    	 	     3,636,715.47
    	 
	65	 	Barclays	 	916
    Deodar Street, LLC	 	Diamond
    Pointe Apartments (6th/Deodar)	 	38	 	Units	 	                         4.64500
    	 	4.63280
    	 	           3,500,000
    	 	     3,500,000.00
    	 
	66	 	Barclays	 	1204-1216
    Euclid Avenue, LLC	 	Rose
    Pointe Apartments (Euclid/Budd)	 	36	 	Units	 	                         4.64500
    	 	4.63280
    	 	           3,470,000
    	 	     3,470,000.00
    	 
	67	 	Barclays	 	THF
    Chippewa Ventures, L.P.	 	Chippewa
    Towne Centre	 	29,905	 	Square
    Feet	 	                         4.56900
    	 	4.55680
    	 	           3,400,000
    	 	     3,400,000.00
    	 


 



    	EXH. B-11



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Name	 	Size
    	 	Measure	 	 Mortgage
    Rate in Effect at Origination (%) 	 	 Net
    Mortgage Rate in Effect at the Cut-off Date (%) 	 	 Original
    Principal Balance 	 	 Cut-off
    Principal Balance 
	68	 	Barclays	 	12638
    Cedar Avenue, LLC	 	Cedar
    Pointe Apartments	 	31	 	Units	 	                         4.64500
    	 	4.63280
    	 	           2,390,000
    	 	     2,390,000.00
    	 
	69	 	Barclays	 	4200-4206
    S. Avalon Blvd., LLC	 	South
    View (Avalon) Apartments	 	12	 	Units	 	                         4.64500
    	 	4.63280
    	 	              865,000
    	 	        865,000.00
    	 
	70	 	Barclays	 	8553
    Sepulveda Blvd., LLC	 	Suncrest
    Apartments	 	40	 	Units	 	                         4.64500
    	 	4.63280
    	 	           3,200,000
    	 	     3,200,000.00
    	 
	71	 	Barclays	 	Gateway
    Hospitality Woodstock, LLC	 	Comfort
    Inn - Woodstock, VA	 	66	 	Rooms	 	                         4.73300
    	 	4.72080
    	 	           3,100,000
    	 	     3,089,554.96
    	 
	72	 	Barclays	 	Petsu
    Hospitality, Inc.	 	Red
    Roof Inn & Suites - Savannah GA	 	92	 	Rooms	 	                         5.19700
    	 	5.18480
    	 	           3,000,000
    	 	     2,995,108.75
    	 
	73	 	MC-Five
    Mile	 	32
    Thompson St., LLC	 	Frankford
    Square	 	34,253	 	Square
    Feet	 	                         4.65500
    	 	4.64280
    	 	           3,000,000
    	 	     2,992,693.33
    	 
	74	 	MC-Five
    Mile	 	Lake
    Erie Properties LLC	 	Lake
    Erie MHC	 	162	 	Pads	 	                         5.16000
    	 	5.14780
    	 	           2,900,000
    	 	     2,890,644.69
    	 
	75	 	Barclays	 	3344
    Chapman Street, LLC	 	Forest
    View Apartments	 	13	 	Units	 	                         4.64500
    	 	4.63280
    	 	           1,390,000
    	 	     1,390,000.00
    	 
	76	 	Barclays	 	38700
    10th Street East, LLC	 	Royal
    Palms Apartments	 	28	 	Units	 	                         4.64500
    	 	4.63280
    	 	           1,315,000
    	 	     1,315,000.00
    	 
	77	 	Barclays	 	15050
    Parthenia Avenue, LLC	 	Rose
    Terrace Apartments (Parthenia)	 	32	 	Units	 	                         4.64500
    	 	4.63280
    	 	           2,625,000
    	 	     2,625,000.00
    	 
	78	 	MC-Five
    Mile	 	Tyler
    Pine Tree Shopping Center, LLC	 	Pine
    Tree Square 	 	19,160	 	Square
    Feet	 	                         4.80000
    	 	4.71030
    	 	           2,500,000
    	 	     2,491,282.96
    	 
	79	 	Barclays	 	144
    S. Union Place, LLC	 	Beverly
    Terrace Apartments	 	13	 	Units	 	                         4.64500
    	 	4.63280
    	 	           1,315,000
    	 	     1,315,000.00
    	 
	80	 	Barclays	 	1320
    E. Avenue Q, LLC	 	Iron
    Mountain Apartments	 	24	 	Units	 	                         4.64500
    	 	4.63280
    	 	           1,075,000
    	 	     1,075,000.00
    	 
	81	 	Barclays	 	6707
    Camelia Avenue, LLC	 	Camellia
    Apartments	 	20	 	Units	 	                         4.64500
    	 	4.63280
    	 	           2,125,000
    	 	     2,125,000.00
    	 
	82	 	Barclays	 	2141
    Vallejo Street, LLC	 	Highland
    Springs Apartments	 	15	 	Units	 	                         4.64500
    	 	4.63280
    	 	           1,440,000
    	 	     1,440,000.00
    	 
	83	 	Barclays	 	147
    E Avenue 43, LLC	 	Highland
    Meadows (43/44) Apartments	 	8	 	Units	 	                         4.64500
    	 	4.63280
    	 	              665,000
    	 	        665,000.00
    	 
	84	 	Barclays	 	3410-3418
    Drew Street, LLC	 	Glen
    Terrace Apartments	 	24	 	Units	 	                         4.64500
    	 	4.63280
    	 	           2,050,000
    	 	     2,050,000.00
    	 
	85	 	Barclays	 	3044
    Leeward Avenue, LLC	 	Twin
    Palms	 	19	 	Units	 	                         4.64500
    	 	4.63280
    	 	           2,000,000
    	 	     2,000,000.00
    	 
	86	 	Barclays	 	5618
    Meridian Street, LLC	 	Highland
    Meadows (Meridian) Apartments	 	16	 	Units	 	                         4.64500
    	 	4.63280
    	 	           1,825,000
    	 	     1,825,000.00
    	 
	87	 	Barclays	 	839
    S. Carondelet Street, LLC	 	South
    View (Carondelet) Apartments	 	19	 	Units	 	                         4.64500
    	 	4.63280
    	 	           1,775,000
    	 	     1,775,000.00
    	 
	88	 	Barclays	 	11924
    Main Street, LLC	 	South
    View (Main) Apartments	 	16	 	Units	 	                         4.64500
    	 	4.63280
    	 	           1,640,000
    	 	     1,640,000.00
    	 
	89	 	Barclays	 	945
    E. Avenue Q-4, LLC	 	Summer
    Wind Apartments	 	34	 	Units	 	                         4.64500
    	 	4.63280
    	 	           1,535,000
    	 	     1,535,000.00
    	 


 



    	EXH. B-12



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Original
    Term	 	Remaining
    Term	 	Maturity/ARD
    Date	 	Amortiziation
    Term	 	Remaining
    Amortization Term for Balloon Loans	 	 Monthly
    Payment 	 	Servicing
    Fee Rate	 	Accrual
    Type	 	ARD
    Loan (Y/N)
	1	 	JPMCB	 	PIL
    II, L.P.	 	60	 	60	 	10/01/20	 	360	 	360	 	        405,636.70
    	 	0.00500	 	Actual/360	 	No
	2	 	JPMCB	 	SL
    Civic Wacker LLC	 	120	 	118	 	08/01/25	 	360	 	360	 	        387,717.15
    	 	0.00500	 	Actual/360	 	No
	3	 	Barclays	 	Thor
    Palmer House Retail, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	        326,981.06
    	 	0.00500	 	Actual/360	 	No
	4	 	Barclays	 	Gateway
    Park, LLC	 	120	 	119	 	09/06/25	 	360	 	359	 	        296,356.61
    	 	0.00500	 	Actual/360	 	No
	5	 	JPMCB	 	U-Haul
    Co. of Florida 8, LLC, U-Haul Co. of Florida 9, LLC, U-Haul Co. of Florida 10, LLC, UHIL 8,LLC, UHIL 9, LLC, UHIL 10, LLC,
    UHIL 13, LLC, AREC 8, LLC, AREC 9, LLC, AREC 10, LLC, AREC 13, LLC	 	240	 	239	 	09/01/35	 	240	 	239	 	        530,555.63
    	 	0.00500	 	Actual/360	 	No
	5.001	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.002	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.003	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.004	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.005	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.006	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.007	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.008	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.009	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.01	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.011	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.012	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.013	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.014	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.015	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.016	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.017	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.018	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.019	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.02	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.021	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.022	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.023	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.024	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.025	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.026	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.027	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.028	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.029	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.03	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.031	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.032	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.033	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.034	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.035	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.036	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.037	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.038	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.039	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.04	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.041	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.042	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.043	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.044	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.045	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.046	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.047	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.048	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 


 



    	EXH. B-13



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Original
    Term	 	Remaining
    Term	 	Maturity/ARD
    Date	 	Amortiziation
    Term	 	Remaining
    Amortization Term for Balloon Loans	 	 Monthly
    Payment 	 	Servicing
    Fee Rate	 	Accrual
    Type	 	ARD
    Loan (Y/N)
	5.049	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.05	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.051	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.052	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.053	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.054	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.055	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.056	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.057	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.058	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.059	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.06	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.061	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.062	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.063	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.064	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.065	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.066	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.067	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.068	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.069	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.07	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.071	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.072	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.073	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.074	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.075	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.076	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.077	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.078	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.079	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.08	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.081	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.082	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.083	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.084	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.085	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.086	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.087	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.088	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.089	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.09	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.091	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.092	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.093	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.094	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.095	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.096	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.097	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.098	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.099	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.1	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.101	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.102	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.103	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.104	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 
	5.105	 	JPMCB	 	 	 	240	 	239	 	 	 	240	 	239	 	  	 	 	 	 	 	 


 



    	EXH. B-14



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Original
    Term	 	Remaining
    Term	 	Maturity/ARD
    Date	 	Amortiziation
    Term	 	Remaining
    Amortization Term for Balloon Loans	 	 Monthly
    Payment 	 	Servicing
    Fee Rate	 	Accrual
    Type	 	ARD
    Loan (Y/N)
	6	 	Barclays	 	Lansing
    Retail Center L.L.C.	 	120	 	118	 	08/06/25	 	360	 	358	 	        200,113.90
    	 	0.00500	 	Actual/360	 	No
	7	 	JPMCB	 	660
    Woodward Associates LLC	 	60	 	60	 	10/01/20	 	360	 	360	 	        209,237.97
    	 	0.05250	 	Actual/360	 	No
	8	 	SMF
    II	 	Gettysburg
    Outlet Center CMBS, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	        201,826.80
    	 	0.00500	 	30/360	 	No
	9	 	JPMCB	 	HPT
    New Orleans OSS, LLC	 	120	 	117	 	07/01/25	 	360	 	360	 	        176,436.19
    	 	0.02750	 	Actual/360	 	No
	10	 	RCMC	 	FAC
    Park Place One, LLC, FAC Park Place Two, LLC	 	120	 	120	 	10/05/25	 	360	 	360	 	        157,810.21
    	 	0.00500	 	Actual/360	 	No
	10.01	 	RCMC	 	 	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 
	10.02	 	RCMC	 	 	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 
	11	 	JPMCB	 	MREF
    II Waterstone, LLC	 	84	 	83	 	09/01/22	 	360	 	360	 	        151,644.53
    	 	0.00500	 	Actual/360	 	No
	12	 	JPMCB	 	Proc
    GA, L.P.	 	60	 	60	 	10/01/20	 	360	 	360	 	        156,581.85
    	 	0.00500	 	Actual/360	 	No
	13	 	RAIT	 	Eastmont
    Office Owner, LLC	 	60	 	54	 	04/01/20	 	360	 	354	 	        157,633.68
    	 	0.01250	 	Actual/360	 	Yes
	14	 	SMF
    II	 	BV
    LCP Austin Investment Group, LLC, Austin BV LCP Operating Group, LLC, BV LCP San Antonio Investment Group, LLC, San Antonio
    BV LCP Operating Group, LLC, BV LCP Dallas Investment Group, LLC, Dallas BV LCP Operating Group, LLC	 	60	 	60	 	10/06/20	 	360	 	360	 	        131,468.73
    	 	0.03500	 	Actual/360	 	No
	14.01	 	SMF
    II	 	 	 	60	 	60	 	 	 	360	 	360	 	 	 	 	 	 	 	 
	14.02	 	SMF
    II	 	 	 	60	 	60	 	 	 	360	 	360	 	 	 	 	 	 	 	 
	14.03	 	SMF
    II	 	 	 	60	 	60	 	 	 	360	 	360	 	 	 	 	 	 	 	 
	15	 	JPMCB	 	Reflections
    Property Holdings, LLC	 	60	 	59	 	09/01/20	 	360	 	360	 	        104,158.64
    	 	0.00500	 	Actual/360	 	No
	16	 	JPMCB	 	BW
    Bowling Properties LP, BW Bowling Properties LLC, BW Bowling Properties Canada Inc.	 	120	 	117	 	07/01/25	 	300	 	297	 	        114,518.67
    	 	0.00500	 	Actual/360	 	No
	16.01	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.02	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.03	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.04	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.05	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.06	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.07	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.08	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.09	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.1	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.11	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.12	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.13	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.14	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.15	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.16	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.17	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.18	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.19	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.2	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.21	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.22	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.23	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.24	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.25	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.26	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.27	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.28	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.29	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.3	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.31	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.32	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.33	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.34	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.35	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 


 



    	EXH. B-15



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Original
    Term	 	Remaining
    Term	 	Maturity/ARD
    Date	 	Amortiziation
    Term	 	Remaining
    Amortization Term for Balloon Loans	 	 Monthly
    Payment 	 	Servicing
    Fee Rate	 	Accrual
    Type	 	ARD
    Loan (Y/N)
	16.36	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.37	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.38	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.39	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.4	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.41	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.42	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.43	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.44	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.45	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.46	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.47	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.48	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.49	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.5	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.51	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.52	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.53	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.54	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.55	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.56	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.57	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	16.58	 	JPMCB	 	 	 	120	 	117	 	 	 	300	 	297	 	  	 	 	 	 	 	 
	17	 	JPMCB	 	New
    Center LLC, New Center Parking LLC	 	120	 	119	 	09/01/25	 	360	 	359	 	           99,227.55
    	 	0.05250	 	Actual/360	 	No
	18	 	SMF
    II	 	McKnight
    Robinson Plaza Associates, L.P.	 	120	 	120	 	10/06/25	 	360	 	360	 	           95,112.66
    	 	0.03500	 	Actual/360	 	No
	19	 	RCMC	 	Clifton
    Park Hotel Associates, LLC	 	120	 	120	 	10/05/25	 	360	 	360	 	           91,174.50
    	 	0.00500	 	Actual/360	 	No
	20	 	JPMCB	 	Cofe
    Cix North Miami, LLC	 	120	 	119	 	09/01/25	 	360	 	360	 	           82,619.59
    	 	0.00500	 	Actual/360	 	No
	21	 	JPMCB	 	The
    Place Property Holdings, LLC	 	60	 	59	 	09/01/20	 	360	 	360	 	           81,470.62
    	 	0.00500	 	Actual/360	 	No
	22	 	JPMCB	 	1501
    East Lincoln Highway Fee, LLC	 	60	 	60	 	10/01/20	 	360	 	360	 	           77,116.73
    	 	0.05500	 	Actual/360	 	No
	23	 	Barclays	 	Snake
    2 Tuscaloosa Properties LLC, Woody 8 Sacramento Properties LLC, Wen Colorado Properties LLC, Megan CMV Colorado Springs LLC,
    Snake 3 Portland Properties LLC, Dragon 10 Great Bend Properties LLC, Snake One Troy Properties LLC, Dragon 6 Meridian Properties,
    LLC, Genevieve Las Vegas Properties, LLC, Tiger 8 Las Vegas Properties, LLC, NB Las Vegas Properties, LLC, Dragon One Xenia
    Properties, LLC, MGCN Pittsburgh CP LLC, Dragon 5 Mitchell Properties, LLC, Tiger 10 Oshkosh BK LLC	 	120	 	119	 	09/06/25	 	360	 	359	 	           73,684.86
    	 	0.00500	 	Actual/360	 	No
	23.01	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	23.02	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	23.03	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	23.04	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	23.05	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	23.06	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	23.07	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	23.08	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	23.09	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	23.1	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	23.11	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	23.12	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	23.13	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	23.14	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	23.15	 	Barclays	 	 	 	120	 	119	 	 	 	360	 	359	 	  	 	 	 	 	 	 	 
	24	 	Barclays	 	Oakland
    Hills Square, LLC	 	120	 	119	 	09/06/25	 	360	 	359	 	           74,345.67
    	 	0.00500	 	Actual/360	 	No	 
	25	 	MC-Five
    Mile	 	Apartment
    Investments Associates IV L.P., Walnut Capital Partners-Forbes Tenant, LLC, Walnut Capital Partners-Wightman Tenant, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	           70,817.67
    	 	0.00500	 	Actual/360	 	No	 


 



    	EXH. B-16



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Original
    Term	 	Remaining
    Term	 	Maturity/ARD
    Date	 	Amortiziation
    Term	 	Remaining
    Amortization Term for Balloon Loans	 	 Monthly
    Payment 	 	Servicing
    Fee Rate	 	Accrual
    Type	 	ARD
    Loan (Y/N)
	25.01	 	MC-Five
    Mile	 	 	 	120	 	120	 	 	 	360	 	360	 	 	 	 	 	 	 	0	 
	25.02	 	MC-Five
    Mile	 	 	 	120	 	120	 	 	 	360	 	360	 	 	 	 	 	 	 	0	 
	25.03	 	MC-Five
    Mile	 	 	 	120	 	120	 	 	 	360	 	360	 	 	 	 	 	 	 	0	 
	26	 	JPMCB	 	Town
    and Country Group LLC	 	120	 	120	 	10/01/25	 	360	 	360	 	           70,441.70
    	 	0.00500	 	Actual/360	 	No	 
	27	 	MC-Five
    Mile	 	Premiere
    Place Shopping Center, LLC	 	120	 	116	 	06/06/25	 	360	 	356	 	           67,176.33
    	 	0.00500	 	Actual/360	 	No	 
	28	 	SMF
    II	 	O.B.
    Storage Cooke Road, LLC, O.B. Storage Hawthorne, LLC, O.B. Storage 10th, LLC	 	120	 	119	 	09/06/25	 	360	 	360	 	           64,874.81
    	 	0.00500	 	Actual/360	 	No	 
	28.01	 	SMF
    II	 	 	 	120	 	119	 	 	 	360	 	360	 	 	 	 	 	 	 	 	 
	28.02	 	SMF
    II	 	 	 	120	 	119	 	 	 	360	 	360	 	 	 	 	 	 	 	 	 
	28.03	 	SMF
    II	 	 	 	120	 	119	 	 	 	360	 	360	 	 	 	 	 	 	 	 	 
	29	 	SMF
    II	 	Emerson
    Pointe Retail Center, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	           64,556.14
    	 	0.00500	 	Actual/360	 	No	 
	30	 	MC-Five
    Mile	 	N
    & V Corporation	 	120	 	116	 	06/06/25	 	360	 	356	 	           61,071.90
    	 	0.00500	 	Actual/360	 	No	 
	31	 	MC-Five
    Mile	 	Wolverine
    Mustang, L.P.	 	120	 	118	 	08/06/25	 	300	 	300	 	           58,502.01
    	 	0.00500	 	Actual/360	 	No	 
	32	 	Barclays	 	Jax
    Costa (FL) LLC	 	120	 	118	 	08/06/25	 	360	 	360	 	           53,507.33
    	 	0.00500	 	Actual/360	 	No	 
	33	 	RCMC	 	Falcon
    Gateway Property LLC	 	120	 	119	 	09/05/25	 	360	 	359	 	           56,128.25
    	 	0.04250	 	Actual/360	 	No	 
	34	 	Barclays	 	12300-12301
    Osborne Place, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	           49,858.87
    	 	0.00500	 	Actual/360	 	No	 
	35	 	MC-Five
    Mile	 	TX
    Eastlake LLC	 	120	 	119	 	09/06/25	 	360	 	359	 	           48,016.10
    	 	0.00500	 	Actual/360	 	No	 
	36	 	SMF
    II	 	San
    Angelo SW Realty, LP	 	120	 	120	 	10/06/25	 	360	 	360	 	           48,395.55
    	 	0.00500	 	Actual/360	 	No	 
	37	 	SMF
    II	 	Route
    1 Self Storage, LLC	 	120	 	119	 	09/06/25	 	360	 	360	 	           45,043.09
    	 	0.00500	 	Actual/360	 	No	 
	38	 	JPMCB	 	Old
    Stage Warehouse LLC	 	120	 	117	 	07/01/25	 	360	 	357	 	           42,952.17
    	 	0.00500	 	Actual/360	 	No	 
	39	 	MC-Five
    Mile	 	Mattoon
    Marketplace, LLC	 	120	 	118	 	08/06/25	 	360	 	360	 	           42,470.84
    	 	0.00500	 	Actual/360	 	No	 
	40	 	MC-Five
    Mile	 	LeTort
    Investments, Limited Partnership	 	120	 	119	 	09/06/25	 	360	 	359	 	           41,841.04
    	 	0.00500	 	Actual/360	 	No	 
	41	 	Barclays	 	Marquise
    Forest, LLC	 	60	 	57	 	07/06/20	 	360	 	357	 	           42,860.95
    	 	0.03500	 	Actual/360	 	No	 
	42	 	MC-Five
    Mile	 	ACI
    Freeway Crossing, LLC, McKnight Freeway Crossing, LLC, Harvin Freeway Crossing, LLC, Harvin Two Freeway Crossing, LLC, DFK
    Freeway Crossing, LLC, SFB Freeway Crossing, LLC, Faulkner Freeway Crossing, LLC	 	120	 	116	 	06/06/25	 	360	 	356	 	           37,042.27
    	 	0.00500	 	Actual/360	 	No	 
	43	 	JPMCB	 	Park
    at 95, LLC	 	120	 	120	 	10/01/25	 	360	 	360	 	           36,124.58
    	 	0.05500	 	Actual/360	 	No	 
	44	 	SMF
    II	 	2901
    Euclid Avenue, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	           36,313.46
    	 	0.04500	 	Actual/360	 	No	 
	45	 	RCMC	 	Netreit
    Westminster, LLC	 	120	 	119	 	09/05/25	 	360	 	360	 	           34,560.62
    	 	0.06250	 	Actual/360	 	No	 
	46	 	JPMCB	 	Colony
    Village Apartments, LLC	 	120	 	119	 	09/01/25	 	360	 	360	 	           32,992.50
    	 	0.04500	 	Actual/360	 	No	 
	47	 	Barclays	 	9510
    Van Nuys Blvd., LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	           33,239.25
    	 	0.00500	 	Actual/360	 	No	 
	48	 	JPMCB	 	Guardian
    Self Storage - LA	 	120	 	119	 	09/01/25	 	360	 	359	 	           32,258.96
    	 	0.04500	 	Actual/360	 	No	 
	49	 	JPMCB	 	Tabani
    Montrose, LLC	 	120	 	120	 	10/01/25	 	300	 	300	 	           35,773.24
    	 	0.00500	 	Actual/360	 	No	 
	50	 	JPMCB	 	Brynn
    Marr Apartments, LLC	 	120	 	119	 	09/01/25	 	360	 	360	 	           31,368.26
    	 	0.04500	 	Actual/360	 	No	 
	51	 	SMF
    II	 	Watkins
    Sanford, LLC	 	120	 	116	 	06/06/25	 	240	 	236	 	           38,208.80
    	 	0.05500	 	Actual/360	 	No	 
	52	 	Barclays	 	1900
    Carboy LLC	 	120	 	119	 	09/06/25	 	360	 	360	 	           30,525.20
    	 	0.00500	 	Actual/360	 	No	 
	53	 	SMF
    II	 	1952
    Fowl Road, LLC	 	120	 	118	 	08/06/25	 	360	 	360	 	           28,055.12
    	 	0.04500	 	Actual/360	 	No	 
	54	 	Barclays	 	Gateway
    XV, L.P.	 	120	 	118	 	08/06/25	 	300	 	298	 	           31,546.56
    	 	0.00500	 	Actual/360	 	No	 
	55	 	Barclays	 	Heritage
    Plaza Associates, LLC	 	120	 	118	 	08/06/25	 	360	 	358	 	           24,869.98
    	 	0.00500	 	Actual/360	 	No	 
	56	 	Barclays	 	Gateway
    Hospitality Staunton, LLC	 	120	 	118	 	08/06/25	 	300	 	298	 	           28,696.00
    	 	0.00500	 	Actual/360	 	No	 
	57	 	RCMC	 	IDC
    Properties, LLC	 	120	 	120	 	10/05/25	 	360	 	360	 	           24,023.51
    	 	0.07250	 	Actual/360	 	No	 
	58	 	Barclays	 	APH
    Hospitality, Inc.	 	120	 	118	 	08/06/25	 	300	 	298	 	           25,268.57
    	 	0.00500	 	Actual/360	 	No	 
	59	 	MC-Five
    Mile	 	JohnCort
    LLC, Conley Investments II LLC	 	120	 	118	 	08/06/25	 	360	 	358	 	           21,770.17
    	 	0.00500	 	Actual/360	 	No	 
	59.01	 	MC-Five
    Mile	 	 	 	120	 	118	 	 	 	360	 	358	 	 	 	 	 	 	 	 	 
	59.02	 	MC-Five
    Mile	 	 	 	120	 	118	 	 	 	360	 	358	 	 	 	 	 	 	 	 	 
	60	 	RCMC	 	44226
    10th St. West, LLC	 	120	 	119	 	09/05/25	 	360	 	359	 	           20,628.19
    	 	0.00500	 	Actual/360	 	No	 
	61	 	SMF
    II	 	1100
    Oakwood Drive, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	           21,085.24
    	 	0.04500	 	Actual/360	 	No	 
	62	 	Barclays	 	National
    Income Properties DST V	 	120	 	120	 	10/06/25	 	360	 	360	 	           20,386.42
    	 	0.04500	 	Actual/360	 	No	 
	62.01	 	Barclays	 	 	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 
	62.02	 	Barclays	 	 	 	120	 	120	 	 	 	360	 	360	 	  	 	 	 	 	 	 	 
	63	 	Barclays	 	Bedford
    Square Equities, LLC	 	120	 	119	 	09/06/25	 	360	 	360	 	           18,685.35
    	 	0.00500	 	Actual/360	 	No	 
	64	 	Barclays	 	MVP
    Houston Saks Garage LLC	 	120	 	118	 	08/06/25	 	300	 	298	 	           19,773.44
    	 	0.00500	 	Actual/360	 	No	 
	65	 	Barclays	 	916
    Deodar Street, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	           18,036.80
    	 	0.00500	 	Actual/360	 	No	 
	66	 	Barclays	 	1204-1216
    Euclid Avenue, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	           17,882.20
    	 	0.00500	 	Actual/360	 	No	 
	67	 	Barclays	 	THF
    Chippewa Ventures, L.P.	 	120	 	118	 	08/06/25	 	0	 	0	 	           13,161.26
    	 	0.00500	 	Actual/360	 	No	 


 



    	EXH. B-17



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Original
    Term	 	Remaining
    Term	 	Maturity/ARD
    Date	 	Amortiziation
    Term	 	Remaining
    Amortization Term for Balloon Loans	 	 Monthly
    Payment 	 	Servicing
    Fee Rate	 	Accrual
    Type	 	ARD
    Loan (Y/N)
	68	 	Barclays	 	12638
    Cedar Avenue, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	           12,316.56
    	 	0.00500	 	Actual/360	 	No	 
	69	 	Barclays	 	4200-4206
    S. Avalon Blvd., LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	             4,457.67
    	 	0.00500	 	Actual/360	 	No	 
	70	 	Barclays	 	8553
    Sepulveda Blvd., LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	           16,490.79
    	 	0.00500	 	Actual/360	 	No	 
	71	 	Barclays	 	Gateway
    Hospitality Woodstock, LLC	 	120	 	118	 	08/06/25	 	300	 	298	 	           17,643.34
    	 	0.00500	 	Actual/360	 	No	 
	72	 	Barclays	 	Petsu
    Hospitality, Inc.	 	60	 	59	 	09/06/20	 	300	 	299	 	           17,883.75
    	 	0.00500	 	Actual/360	 	No	 
	73	 	MC-Five
    Mile	 	32
    Thompson St., LLC	 	120	 	118	 	08/06/25	 	360	 	358	 	           15,478.10
    	 	0.00500	 	Actual/360	 	No	 
	74	 	MC-Five
    Mile	 	Lake
    Erie Properties LLC	 	120	 	117	 	07/06/25	 	360	 	357	 	           15,852.63
    	 	0.00500	 	Actual/360	 	No	 
	75	 	Barclays	 	3344
    Chapman Street, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	             7,163.19
    	 	0.00500	 	Actual/360	 	No	 
	76	 	Barclays	 	38700
    10th Street East, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	             6,776.68
    	 	0.00500	 	Actual/360	 	No	 
	77	 	Barclays	 	15050
    Parthenia Avenue, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	           13,527.60
    	 	0.00500	 	Actual/360	 	No	 
	78	 	MC-Five
    Mile	 	Tyler
    Pine Tree Shopping Center, LLC	 	120	 	117	 	07/06/25	 	360	 	357	 	           13,116.63
    	 	0.08250	 	Actual/360	 	No	 
	79	 	Barclays	 	144
    S. Union Place, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	             6,776.68
    	 	0.00500	 	Actual/360	 	No	 
	80	 	Barclays	 	1320
    E. Avenue Q, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	             5,539.87
    	 	0.00500	 	Actual/360	 	No	 
	81	 	Barclays	 	6707
    Camelia Avenue, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	           10,950.92
    	 	0.00500	 	Actual/360	 	No	 
	82	 	Barclays	 	2141
    Vallejo Street, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	             7,420.86
    	 	0.00500	 	Actual/360	 	No	 
	83	 	Barclays	 	147
    E Avenue 43, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	             3,426.99
    	 	0.00500	 	Actual/360	 	No	 
	84	 	Barclays	 	3410-3418
    Drew Street, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	           10,564.41
    	 	0.00500	 	Actual/360	 	No	 
	85	 	Barclays	 	3044
    Leeward Avenue, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	           10,306.74
    	 	0.00500	 	Actual/360	 	No	 
	86	 	Barclays	 	5618
    Meridian Street, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	             9,404.90
    	 	0.00500	 	Actual/360	 	No	 
	87	 	Barclays	 	839
    S. Carondelet Street, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	             9,147.23
    	 	0.00500	 	Actual/360	 	No	 
	88	 	Barclays	 	11924
    Main Street, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	             8,451.53
    	 	0.00500	 	Actual/360	 	No	 
	89	 	Barclays	 	945
    E. Avenue Q-4, LLC	 	120	 	120	 	10/06/25	 	360	 	360	 	             7,910.43
    	 	0.00500	 	Actual/360	 	No	 


 



    	EXH. B-18



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Revised
    Rate (%)	 	Title
    Type	 	Crossed
    Collateralized Loan	 	Cross
    Defaulted Loan
	1	 	JPMCB	 	PIL
    II, L.P.	 	 	 	Fee	 	No	 	No
	2	 	JPMCB	 	SL
    Civic Wacker LLC	 	 	 	Fee	 	No	 	No
	3	 	Barclays	 	Thor
    Palmer House Retail, LLC	 	 	 	Fee	 	No	 	No
	4	 	Barclays	 	Gateway
    Park, LLC	 	 	 	Fee	 	No	 	No
	5	 	JPMCB	 	U-Haul
    Co. of Florida 8, LLC, U-Haul Co. of Florida 9, LLC, U-Haul Co. of Florida 10, LLC, UHIL 8,LLC, UHIL 9, LLC, UHIL 10, LLC,
    UHIL 13, LLC, AREC 8, LLC, AREC 9, LLC, AREC 10, LLC, AREC 13, LLC	 	 	 	Fee/Leasehold	 	No	 	No
	5.001	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.002	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.003	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.004	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.005	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.006	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.007	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.008	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.009	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.01	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.011	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.012	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.013	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.014	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.015	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.016	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.017	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	5.018	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.019	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.02	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.021	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.022	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	5.023	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.024	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.025	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.026	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.027	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.028	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.029	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.03	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	5.031	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.032	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.033	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.034	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.035	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.036	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.037	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.038	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.039	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.04	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.041	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.042	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.043	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.044	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.045	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.046	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.047	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.048	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 


 



    	EXH. B-19



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Revised
    Rate (%)	 	Title
    Type	 	Crossed
    Collateralized Loan	 	Cross
    Defaulted Loan
	5.049	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.05	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.051	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.052	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.053	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.054	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.055	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.056	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.057	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.058	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.059	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.06	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	5.061	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.062	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.063	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.064	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.065	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.066	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.067	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.068	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.069	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.07	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.071	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.072	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.073	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.074	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.075	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.076	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.077	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.078	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.079	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.08	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.081	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.082	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.083	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.084	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.085	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.086	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.087	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.088	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.089	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.09	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.091	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.092	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.093	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.094	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.095	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.096	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.097	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.098	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.099	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.1	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.101	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.102	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.103	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.104	 	JPMCB	 	 	 	 	 	Fee/Leasehold	 	 	 	 
	5.105	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 


 



    	EXH. B-20



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Revised
    Rate (%)	 	Title
    Type	 	Crossed
    Collateralized Loan	 	Cross
    Defaulted Loan
	6	 	Barclays	 	Lansing
    Retail Center L.L.C.	 	 	 	Fee	 	No	 	No
	7	 	JPMCB	 	660
    Woodward Associates LLC	 	 	 	Fee	 	No	 	No
	8	 	SMF
    II	 	Gettysburg
    Outlet Center CMBS, LLC	 	 	 	Fee	 	No	 	No
	9	 	JPMCB	 	HPT
    New Orleans OSS, LLC	 	 	 	Fee	 	No	 	No
	10	 	RCMC	 	FAC
    Park Place One, LLC, FAC Park Place Two, LLC	 	 	 	Fee	 	No	 	No
	10.01	 	RCMC	 	 	 	 	 	Fee	 	 	 	 
	10.02	 	RCMC	 	 	 	 	 	Fee	 	 	 	 
	11	 	JPMCB	 	MREF
    II Waterstone, LLC	 	 	 	Fee	 	No	 	No
	12	 	JPMCB	 	Proc
    GA, L.P.	 	 	 	Fee	 	No	 	No
	13	 	RAIT	 	Eastmont
    Office Owner, LLC	 	The
    greater of i) 8.11000% and ii) the 5 year treasury rate plus 300 basis points	 	Fee	 	No	 	No
	14	 	SMF
    II	 	BV
    LCP Austin Investment Group, LLC, Austin BV LCP Operating Group, LLC, BV LCP San Antonio Investment Group, LLC, San Antonio
    BV LCP Operating Group, LLC, BV LCP Dallas Investment Group, LLC, Dallas BV LCP Operating Group, LLC	 	 	 	Fee	 	No	 	No
	14.01	 	SMF
    II	 	 	 	 	 	Fee	 	 	 	 
	14.02	 	SMF
    II	 	 	 	 	 	Fee	 	 	 	 
	14.03	 	SMF
    II	 	 	 	 	 	Fee	 	 	 	 
	15	 	JPMCB	 	Reflections
    Property Holdings, LLC	 	 	 	Fee	 	No	 	No
	16	 	JPMCB	 	BW
    Bowling Properties LP, BW Bowling Properties LLC, BW Bowling Properties Canada Inc.	 	 	 	Fee	 	No	 	No
	16.01	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.02	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.03	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.04	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.05	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.06	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.07	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.08	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.09	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.1	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.11	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.12	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.13	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.14	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.15	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.16	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.17	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.18	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.19	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.2	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.21	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.22	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.23	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.24	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.25	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.26	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.27	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.28	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.29	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.3	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.31	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.32	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.33	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.34	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.35	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 


 



    	EXH. B-21



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Revised
    Rate (%)	 	Title
    Type	 	Crossed
    Collateralized Loan	 	Cross
    Defaulted Loan
	16.36	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.37	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.38	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.39	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.4	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.41	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.42	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.43	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.44	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.45	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.46	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.47	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.48	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.49	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.5	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.51	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.52	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.53	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.54	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.55	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.56	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.57	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	16.58	 	JPMCB	 	 	 	 	 	Fee	 	 	 	 
	17	 	JPMCB	 	New
    Center LLC, New Center Parking LLC	 	 	 	Fee	 	No	 	No
	18	 	SMF
    II	 	McKnight
    Robinson Plaza Associates, L.P.	 	 	 	Fee	 	No	 	No
	19	 	RCMC	 	Clifton
    Park Hotel Associates, LLC	 	 	 	Fee	 	No	 	No
	20	 	JPMCB	 	Cofe
    Cix North Miami, LLC	 	 	 	Fee	 	No	 	No
	21	 	JPMCB	 	The
    Place Property Holdings, LLC	 	 	 	Fee	 	No	 	No
	22	 	JPMCB	 	1501
    East Lincoln Highway Fee, LLC	 	 	 	Fee	 	No	 	No
	23	 	Barclays	 	Snake
    2 Tuscaloosa Properties LLC, Woody 8 Sacramento Properties LLC, Wen Colorado Properties LLC, Megan CMV Colorado Springs LLC,
    Snake 3 Portland Properties LLC, Dragon 10 Great Bend Properties LLC, Snake One Troy Properties LLC, Dragon 6 Meridian Properties,
    LLC, Genevieve Las Vegas Properties, LLC, Tiger 8 Las Vegas Properties, LLC, NB Las Vegas Properties, LLC, Dragon One Xenia
    Properties, LLC, MGCN Pittsburgh CP LLC, Dragon 5 Mitchell Properties, LLC, Tiger 10 Oshkosh BK LLC	 	 	 	Fee	 	No	 	No
	23.01	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	23.02	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	23.03	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	23.04	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	23.05	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	23.06	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	23.07	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	23.08	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	23.09	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	23.1	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	23.11	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	23.12	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	23.13	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	23.14	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	23.15	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	24	 	Barclays	 	Oakland
    Hills Square, LLC	 	 	 	Fee	 	No	 	No	 
	25	 	MC-Five
    Mile	 	Apartment
    Investments Associates IV L.P., Walnut Capital Partners-Forbes Tenant, LLC, Walnut Capital Partners-Wightman Tenant, LLC	 	 	 	Fee/Leasehold	 	No	 	No	 


 



    	EXH. B-22



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Revised
    Rate (%)	 	Title
    Type	 	Crossed
    Collateralized Loan	 	Cross
    Defaulted Loan
	25.01	 	MC-Five
    Mile	 	 	 	 	 	Leasehold	 	 	 	 	 
	25.02	 	MC-Five
    Mile	 	 	 	 	 	Fee	 	 	 	 	 
	25.03	 	MC-Five
    Mile	 	 	 	 	 	Leasehold	 	 	 	 	 
	26	 	JPMCB	 	Town
    and Country Group LLC	 	 	 	Fee	 	No	 	No	 
	27	 	MC-Five
    Mile	 	Premiere
    Place Shopping Center, LLC	 	 	 	Fee	 	No	 	No	 
	28	 	SMF
    II	 	O.B.
    Storage Cooke Road, LLC, O.B. Storage Hawthorne, LLC, O.B. Storage 10th, LLC	 	 	 	Fee	 	No	 	No	 
	28.01	 	SMF
    II	 	 	 	 	 	Fee	 	 	 	 	 
	28.02	 	SMF
    II	 	 	 	 	 	Fee	 	 	 	 	 
	28.03	 	SMF
    II	 	 	 	 	 	Fee	 	 	 	 	 
	29	 	SMF
    II	 	Emerson
    Pointe Retail Center, LLC	 	 	 	Fee	 	No	 	No	 
	30	 	MC-Five
    Mile	 	N
    & V Corporation	 	 	 	Fee	 	No	 	No	 
	31	 	MC-Five
    Mile	 	Wolverine
    Mustang, L.P.	 	 	 	Fee	 	No	 	No	 
	32	 	Barclays	 	Jax
    Costa (FL) LLC	 	 	 	Fee	 	No	 	No	 
	33	 	RCMC	 	Falcon
    Gateway Property LLC	 	 	 	Fee	 	No	 	No	 
	34	 	Barclays	 	12300-12301
    Osborne Place, LLC	 	 	 	Fee	 	No	 	No	 
	35	 	MC-Five
    Mile	 	TX
    Eastlake LLC	 	 	 	Fee	 	No	 	No	 
	36	 	SMF
    II	 	San
    Angelo SW Realty, LP	 	 	 	Fee	 	No	 	No	 
	37	 	SMF
    II	 	Route
    1 Self Storage, LLC	 	 	 	Fee	 	No	 	No	 
	38	 	JPMCB	 	Old
    Stage Warehouse LLC	 	 	 	Fee	 	No	 	No	 
	39	 	MC-Five
    Mile	 	Mattoon
    Marketplace, LLC	 	 	 	Fee	 	No	 	No	 
	40	 	MC-Five
    Mile	 	LeTort
    Investments, Limited Partnership	 	 	 	Fee	 	No	 	No	 
	41	 	Barclays	 	Marquise
    Forest, LLC	 	 	 	Fee	 	No	 	No	 
	42	 	MC-Five
    Mile	 	ACI
    Freeway Crossing, LLC, McKnight Freeway Crossing, LLC, Harvin Freeway Crossing, LLC, Harvin Two Freeway Crossing, LLC, DFK
    Freeway Crossing, LLC, SFB Freeway Crossing, LLC, Faulkner Freeway Crossing, LLC	 	 	 	Fee	 	No	 	No	 
	43	 	JPMCB	 	Park
    at 95, LLC	 	 	 	Fee	 	No	 	No	 
	44	 	SMF
    II	 	2901
    Euclid Avenue, LLC	 	 	 	Fee	 	No	 	No	 
	45	 	RCMC	 	Netreit
    Westminster, LLC	 	 	 	Fee	 	No	 	No	 
	46	 	JPMCB	 	Colony
    Village Apartments, LLC	 	 	 	Fee	 	No	 	No	 
	47	 	Barclays	 	9510
    Van Nuys Blvd., LLC	 	 	 	Fee	 	No	 	No	 
	48	 	JPMCB	 	Guardian
    Self Storage - LA	 	 	 	Fee	 	No	 	No	 
	49	 	JPMCB	 	Tabani
    Montrose, LLC	 	 	 	Leasehold	 	No	 	No	 
	50	 	JPMCB	 	Brynn
    Marr Apartments, LLC	 	 	 	Fee	 	No	 	No	 
	51	 	SMF
    II	 	Watkins
    Sanford, LLC	 	 	 	Fee	 	No	 	No	 
	52	 	Barclays	 	1900
    Carboy LLC	 	 	 	Fee	 	No	 	No	 
	53	 	SMF
    II	 	1952
    Fowl Road, LLC	 	 	 	Fee	 	No	 	No	 
	54	 	Barclays	 	Gateway
    XV, L.P.	 	 	 	Fee	 	No	 	No	 
	55	 	Barclays	 	Heritage
    Plaza Associates, LLC	 	 	 	Fee	 	No	 	No	 
	56	 	Barclays	 	Gateway
    Hospitality Staunton, LLC	 	 	 	Fee	 	No	 	No	 
	57	 	RCMC	 	IDC
    Properties, LLC	 	 	 	Fee	 	No	 	No	 
	58	 	Barclays	 	APH
    Hospitality, Inc.	 	 	 	Fee	 	No	 	No	 
	59	 	MC-Five
    Mile	 	JohnCort
    LLC, Conley Investments II LLC	 	 	 	Fee/Leasehold	 	No	 	No	 
	59.01	 	MC-Five
    Mile	 	 	 	 	 	Fee	 	 	 	 	 
	59.02	 	MC-Five
    Mile	 	 	 	 	 	Leasehold	 	 	 	 	 
	60	 	RCMC	 	44226
    10th St. West, LLC	 	 	 	Fee	 	No	 	No	 
	61	 	SMF
    II	 	1100
    Oakwood Drive, LLC	 	 	 	Fee	 	No	 	No	 
	62	 	Barclays	 	National
    Income Properties DST V	 	 	 	Fee	 	No	 	No	 
	62.01	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	62.02	 	Barclays	 	 	 	 	 	Fee	 	 	 	 	 
	63	 	Barclays	 	Bedford
    Square Equities, LLC	 	 	 	Fee	 	No	 	No	 
	64	 	Barclays	 	MVP
    Houston Saks Garage LLC	 	 	 	Fee	 	No	 	No	 
	65	 	Barclays	 	916
    Deodar Street, LLC	 	 	 	Fee	 	No	 	No	 
	66	 	Barclays	 	1204-1216
    Euclid Avenue, LLC	 	 	 	Fee	 	No	 	No	 
	67	 	Barclays	 	THF
    Chippewa Ventures, L.P.	 	 	 	Fee	 	No	 	No	 


 



    	EXH. B-23



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Revised
    Rate (%)	 	Title
    Type	 	Crossed
    Collateralized Loan	 	Cross
    Defaulted Loan
	68	 	Barclays	 	12638
    Cedar Avenue, LLC	 	 	 	Fee	 	Group
    A	 	Group
    A	 
	69	 	Barclays	 	4200-4206
    S. Avalon Blvd., LLC	 	 	 	Fee	 	Group
    A	 	Group
    A	 
	70	 	Barclays	 	8553
    Sepulveda Blvd., LLC	 	 	 	Fee	 	No	 	No	 
	71	 	Barclays	 	Gateway
    Hospitality Woodstock, LLC	 	 	 	Fee	 	No	 	No	 
	72	 	Barclays	 	Petsu
    Hospitality, Inc.	 	 	 	Fee	 	No	 	No	 
	73	 	MC-Five
    Mile	 	32
    Thompson St., LLC	 	 	 	Fee	 	No	 	No	 
	74	 	MC-Five
    Mile	 	Lake
    Erie Properties LLC	 	 	 	Fee	 	No	 	No	 
	75	 	Barclays	 	3344
    Chapman Street, LLC	 	 	 	Fee	 	Group
    B	 	Group
    B	 
	76	 	Barclays	 	38700
    10th Street East, LLC	 	 	 	Fee	 	Group
    B	 	Group
    B	 
	77	 	Barclays	 	15050
    Parthenia Avenue, LLC	 	 	 	Fee	 	No	 	No	 
	78	 	MC-Five
    Mile	 	Tyler
    Pine Tree Shopping Center, LLC	 	 	 	Fee	 	No	 	No	 
	79	 	Barclays	 	144
    S. Union Place, LLC	 	 	 	Fee	 	Group
    C	 	Group
    C	 
	80	 	Barclays	 	1320
    E. Avenue Q, LLC	 	 	 	Fee	 	Group
    C	 	Group
    C	 
	81	 	Barclays	 	6707
    Camelia Avenue, LLC	 	 	 	Fee	 	No	 	No	 
	82	 	Barclays	 	2141
    Vallejo Street, LLC	 	 	 	Fee	 	Group
    D	 	Group
    D	 
	83	 	Barclays	 	147
    E Avenue 43, LLC	 	 	 	Fee	 	Group
    D	 	Group
    D	 
	84	 	Barclays	 	3410-3418
    Drew Street, LLC	 	 	 	Fee	 	No	 	No	 
	85	 	Barclays	 	3044
    Leeward Avenue, LLC	 	 	 	Fee	 	No	 	No	 
	86	 	Barclays	 	5618
    Meridian Street, LLC	 	 	 	Fee	 	No	 	No	 
	87	 	Barclays	 	839
    S. Carondelet Street, LLC	 	 	 	Fee	 	No	 	No	 
	88	 	Barclays	 	11924
    Main Street, LLC	 	 	 	Fee	 	No	 	No	 
	89	 	Barclays	 	945
    E. Avenue Q-4, LLC	 	 	 	Fee	 	No	 	No	 


 



    	EXH. B-24



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	 	 	 	 	UPFRONT
    ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Guarantor	 	Letter
    of Credit	 	Upfront
    CapEx Reserve	 	Upfront
    Eng. Reserve	 	Upfront
    Envir. Reserve	 	Upfront
    TI/LC Reserve	 
	1	 	JPMCB	 	PIL
    II, L.P.	 	CMS/Procaccianti
    Hospitality Holdings III, L.P.	 	No	 	63,144
    	 	0
    	 	0
    	 	0
    	 
	2	 	JPMCB	 	SL
    Civic Wacker LLC	 	Michael
    Silberberg	 	No	 	15,253
    	 	838,578
    	 	0
    	 	3,000,000
    	 
	3	 	Barclays	 	Thor
    Palmer House Retail, LLC	 	Thor
    Urban Operating Fund, L.P.	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	4	 	Barclays	 	Gateway
    Park, LLC	 	Joseph
    Friedman	 	No	 	0
    	 	0
    	 	0
    	 	2,000,000
    	 
	5	 	JPMCB	 	U-Haul
    Co. of Florida 8, LLC, U-Haul Co. of Florida 9, LLC, U-Haul Co. of Florida 10, LLC, UHIL 8,LLC, UHIL 9, LLC, UHIL 10, LLC,
    UHIL 13, LLC, AREC 8, LLC, AREC 9, LLC, AREC 10, LLC, AREC 13, LLC	 	AMERCO	 	No	 	994,102
    	 	479,829
    	 	0
    	 	0
    	 
	5.001	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.002	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.003	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.004	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.005	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.006	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.007	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.008	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.009	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.011	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.012	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.013	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.014	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.015	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.016	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.017	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.018	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.019	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.021	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.022	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.023	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.024	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.025	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.026	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.027	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.028	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.029	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.031	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.032	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.033	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.034	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.035	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.036	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.037	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.038	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.039	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.04	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.041	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.042	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.043	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.044	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.045	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.046	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.047	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.048	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	EXH. B-25



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	 	 	 	 	UPFRONT
    ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Guarantor	 	Letter
    of Credit	 	Upfront
    CapEx Reserve	 	Upfront
    Eng. Reserve	 	Upfront
    Envir. Reserve	 	Upfront
    TI/LC Reserve	 
	5.049	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.05	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.051	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.052	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.053	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.054	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.055	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.056	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.057	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.058	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.059	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.06	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.061	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.062	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.063	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.064	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.065	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.066	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.067	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.068	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.069	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.07	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.071	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.072	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.073	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.074	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.075	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.076	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.077	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.078	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.079	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.08	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.081	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.082	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.083	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.084	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.085	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.086	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.087	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.088	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.089	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.09	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.091	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.092	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.093	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.094	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.095	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.096	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.097	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.098	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.099	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.1	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.101	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.102	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.103	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.104	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.105	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	EXH. B-26



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	 	 	 	 	UPFRONT
    ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Guarantor	 	Letter
    of Credit	 	Upfront
    CapEx Reserve	 	Upfront
    Eng. Reserve	 	Upfront
    Envir. Reserve	 	Upfront
    TI/LC Reserve	 
	6	 	Barclays	 	Lansing
    Retail Center L.L.C.	 	F.
    Jerome Corr, Daniel L. Stern, Christopher G. Brochert	 	No	 	0
    	 	72,269
    	 	0
    	 	0
    	 
	7	 	JPMCB	 	660
    Woodward Associates LLC	 	Rock
    Ventures	 	No	 	14,007
    	 	0
    	 	0
    	 	35,018
    	 
	8	 	SMF
    II	 	Gettysburg
    Outlet Center CMBS, LLC	 	CBL
    & Associates Limited Partnership, Horizon Group Properties, Inc.	 	No	 	0
    	 	0
    	 	0
    	 	150,000
    	 
	9	 	JPMCB	 	HPT
    New Orleans OSS, LLC	 	William
    Z. Hertz, Isaac Hertz, Sarah Hertz	 	No	 	21,200
    	 	11,357,584
    	 	0
    	 	53,000
    	 
	10	 	RCMC	 	FAC
    Park Place One, LLC, FAC Park Place Two, LLC	 	David
    A. Pearson, Paul A. Pearson, Jr., John M. Pearson	 	No	 	0
    	 	377,000
    	 	0
    	 	250,000
    	 
	10.01	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	JPMCB	 	MREF
    II Waterstone, LLC	 	Momentum
    Real Estate Fund II, LLC	 	No	 	5,428
    	 	0
    	 	0
    	 	0
    	 
	12	 	JPMCB	 	Proc
    GA, L.P.	 	CMS/Procaccianti
    Hospitality Holdings III, L.P.	 	No	 	24,034
    	 	0
    	 	0
    	 	0
    	 
	13	 	RAIT	 	Eastmont
    Office Owner, LLC	 	Vertical
    Ventures Capital, LLC, Hamid Rezapour	 	No	 	0
    	 	505,480
    	 	0
    	 	0
    	 
	14	 	SMF
    II	 	BV
    LCP Austin Investment Group, LLC, Austin BV LCP Operating Group, LLC, BV LCP San Antonio Investment Group, LLC, San Antonio
    BV LCP Operating Group, LLC, BV LCP Dallas Investment Group, LLC, Dallas BV LCP Operating Group, LLC	 	Christopher
    Gistis, Glenn Gistis, Michael Sullivan, Lawrence Kasser 	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	14.01	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.03	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	JPMCB	 	Reflections
    Property Holdings, LLC	 	Blue
    Rock Partners, LLC, Stonecutter Capital Management LLC	 	No	 	6,486
    	 	0
    	 	0
    	 	0
    	 
	16	 	JPMCB	 	BW
    Bowling Properties LP, BW Bowling Properties LLC, BW Bowling Properties Canada Inc.	 	iStar
    Net Lease I LLC	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	16.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.04	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.05	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.06	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.07	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.08	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.09	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.1	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.11	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.12	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.13	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.14	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.15	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.16	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.17	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.18	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.19	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.2	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.21	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.22	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.23	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.24	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.25	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.26	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.27	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.28	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.29	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.3	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.31	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.32	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.33	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.34	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.35	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	EXH. B-27



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	 	 	 	 	UPFRONT
    ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Guarantor	 	Letter
    of Credit	 	Upfront
    CapEx Reserve	 	Upfront
    Eng. Reserve	 	Upfront
    Envir. Reserve	 	Upfront
    TI/LC Reserve	 
	16.36	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.37	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.38	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.39	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.4	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.41	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.42	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.43	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.44	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.45	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.46	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.47	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.48	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.49	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.5	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.51	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.52	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.53	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.54	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.55	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.56	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.57	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.58	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	JPMCB	 	New
    Center LLC, New Center Parking LLC	 	The
    Farbman Family #2, LLC	 	No	 	12,276
    	 	0
    	 	0
    	 	29,632
    	 
	18	 	SMF
    II	 	McKnight
    Robinson Plaza Associates, L.P.	 	William
    Rudolph, Charles Perlow	 	No	 	0
    	 	0
    	 	0
    	 	150,000
    	 
	19	 	RCMC	 	Clifton
    Park Hotel Associates, LLC	 	Lawrence
    C. Gates, Daniel J. Mahoney	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	20	 	JPMCB	 	Cofe
    Cix North Miami, LLC	 	Eugenio
    Cosculluela, Jr., Mario A. Fernandez	 	No	 	42,864
    	 	0
    	 	0
    	 	171,456
    	 
	21	 	JPMCB	 	The
    Place Property Holdings, LLC	 	Randy
    X. Ferreira	 	No	 	4,849
    	 	0
    	 	0
    	 	0
    	 
	22	 	JPMCB	 	1501
    East Lincoln Highway Fee, LLC	 	Neal
    Shalom	 	No	 	1,351
    	 	0
    	 	0
    	 	0
    	 
	23	 	Barclays	 	Snake
    2 Tuscaloosa Properties LLC, Woody 8 Sacramento Properties LLC, Wen Colorado Properties LLC, Megan CMV Colorado Springs LLC,
    Snake 3 Portland Properties LLC, Dragon 10 Great Bend Properties LLC, Snake One Troy Properties LLC, Dragon 6 Meridian Properties,
    LLC, Genevieve Las Vegas Properties, LLC, Tiger 8 Las Vegas Properties, LLC, NB Las Vegas Properties, LLC, Dragon One Xenia
    Properties, LLC, MGCN Pittsburgh CP LLC, Dragon 5 Mitchell Properties, LLC, Tiger 10 Oshkosh BK LLC	Nathan
    Cheng-Hu Chow	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	23.01	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.02	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.03	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.04	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.05	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.06	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.07	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.08	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.09	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.1	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.11	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.12	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.13	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.14	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.15	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	Barclays	 	Oakland
    Hills Square, LLC	 	Krishna
    Persaud, Felice Mehaber	 	No	 	169,200
    	 	1,313
    	 	0
    	 	0
    	 
	25	 	MC-Five
    Mile	 	Apartment
    Investments Associates IV L.P., Walnut Capital Partners-Forbes Tenant, LLC, Walnut Capital Partners-Wightman Tenant, LLC	 	Gregg
    Perelman, Todd Reidbord	 	No	 	0
    	 	43,421
    	 	0
    	 	0
    	 


 



    	EXH. B-28



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	 	 	 	 	UPFRONT
    ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Guarantor	 	Letter
    of Credit	 	Upfront
    CapEx Reserve	 	Upfront
    Eng. Reserve	 	Upfront
    Envir. Reserve	 	Upfront
    TI/LC Reserve	 
	25.01	 	MC-Five
    Mile	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	MC-Five
    Mile	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.03	 	MC-Five
    Mile	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	JPMCB	 	Town
    and Country Group LLC	 	Courtney
    K. Joyner, James K. Zerkle	 	No	 	6,923
    	 	7,500
    	 	0
    	 	7,572
    	 
	27	 	MC-Five
    Mile	 	Premiere
    Place Shopping Center, LLC	 	Joel
    D. McClinton, Sr.	 	No	 	0
    	 	18,719
    	 	0
    	 	0
    	 
	28	 	SMF
    II	 	O.B.
    Storage Cooke Road, LLC, O.B. Storage Hawthorne, LLC, O.B. Storage 10th, LLC	 	Kurt
    E. O'Brien	 	No	 	0
    	 	158,844
    	 	0
    	 	0
    	 
	28.01	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.02	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.03	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29	 	SMF
    II	 	Emerson
    Pointe Retail Center, LLC	 	J.
    Greg Allen	 	No	 	0
    	 	0
    	 	0
    	 	400,000
    	 
	30	 	MC-Five
    Mile	 	N
    & V Corporation	 	Neil
    A. Friedman	 	No	 	0
    	 	107,981
    	 	300,000
    	 	200,000
    	 
	31	 	MC-Five
    Mile	 	Wolverine
    Mustang, L.P.	 	John
    P. Boerschig	 	No	 	0
    	 	4,125
    	 	0
    	 	0
    	 
	32	 	Barclays	 	Jax
    Costa (FL) LLC	 	Corporate
    Property Associates 18 - Global Incorporated	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	33	 	RCMC	 	Falcon
    Gateway Property LLC	 	CNA
    Enterprises, Inc.	 	No	 	0
    	 	20,125
    	 	0
    	 	300,000
    	 
	34	 	Barclays	 	12300-12301
    Osborne Place, LLC	 	H.K.
    Realty, Inc. 	 	No	 	0
    	 	3,135
    	 	0
    	 	0
    	 
	35	 	MC-Five
    Mile	 	TX
    Eastlake LLC	 	Guy
    J. Robertson, Sr., Douglas L. Mulvaney	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	36	 	SMF
    II	 	San
    Angelo SW Realty, LP	 	David
    Salomon	 	No	 	0
    	 	209,425
    	 	0
    	 	200,000
    	 
	37	 	SMF
    II	 	Route
    1 Self Storage, LLC	 	William
    H. Munn	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	38	 	JPMCB	 	Old
    Stage Warehouse LLC	 	Robert
    Chesson	 	No	 	5,333
    	 	0
    	 	0
    	 	4,857
    	 
	39	 	MC-Five
    Mile	 	Mattoon
    Marketplace, LLC	 	John
    E. Young	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	40	 	MC-Five
    Mile	 	LeTort
    Investments, Limited Partnership	 	John
    M. Huenke, Samuel Juffe	 	No	 	0
    	 	0
    	 	1,000
    	 	0
    	 
	41	 	Barclays	 	Marquise
    Forest, LLC	 	Blair
    G. Schlossberg	 	No	 	0
    	 	30,056
    	 	0
    	 	0
    	 
	42	 	MC-Five
    Mile	 	ACI
    Freeway Crossing, LLC, McKnight Freeway Crossing, LLC, Harvin Freeway Crossing, LLC, Harvin Two Freeway Crossing, LLC, DFK
    Freeway Crossing, LLC, SFB Freeway Crossing, LLC, Faulkner Freeway Crossing, LLC	 	Arthur
    Robinson Tyler, Brantley White, French R. McKnight, Jr., James A. Black, Jr., Rebecca Harvin Woltz, Rebecca L. Harvin, Rick
    L. Hopkins, Thomas H. Faulkner, Thomas L. White III	 	No	 	126,375
    	 	0
    	 	15,000
    	 	0
    	 
	43	 	JPMCB	 	Park
    at 95, LLC	 	Jonathan
    D. Stott, Matthew O'Connor, Peter F. Murphy	 	No	 	1,026
    	 	0
    	 	0
    	 	6,843
    	 
	44	 	SMF
    II	 	2901
    Euclid Avenue, LLC	 	Michael
    Niederst	 	No	 	0
    	 	62,750
    	 	0
    	 	0
    	 
	45	 	RCMC	 	Netreit
    Westminster, LLC	 	Netreit,
    Inc.	 	No	 	0
    	 	199,000
    	 	0
    	 	200,000
    	 
	46	 	JPMCB	 	Colony
    Village Apartments, LLC	 	Blevins
    Family Properties, LLC, Winco, L.L.C.	 	No	 	449,275
    	 	0
    	 	0
    	 	0
    	 
	47	 	Barclays	 	9510
    Van Nuys Blvd., LLC	 	J.K.
    Properties, Inc.	 	No	 	0
    	 	43,457
    	 	0
    	 	0
    	 
	48	 	JPMCB	 	Guardian
    Self Storage - LA	 	Steven
    H. Cohen	 	No	 	720
    	 	0
    	 	0
    	 	0
    	 
	49	 	JPMCB	 	Tabani
    Montrose, LLC	 	Zaffar
    S. Tabani, as the Trustee of the 2005 ZST/TBT Descendant's Trust-T	 	No	 	2,080
    	 	0
    	 	0
    	 	10,398
    	 
	50	 	JPMCB	 	Brynn
    Marr Apartments, LLC	 	Blevins
    Family Properties, LLC, Winco, L.L.C.	 	No	 	514,900
    	 	0
    	 	0
    	 	0
    	 
	51	 	SMF
    II	 	Watkins
    Sanford, LLC	 	Watkins
    Investments Limited Partnership	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	52	 	Barclays	 	1900
    Carboy LLC	 	Michael
    W. Brennan, Scott McKibben	 	No	 	0
    	 	277,500
    	 	0
    	 	0
    	 
	53	 	SMF
    II	 	1952
    Fowl Road, LLC	 	David
    Niederst	 	No	 	150,000
    	 	0
    	 	0
    	 	0
    	 
	54	 	Barclays	 	Gateway
    XV, L.P.	 	Keith
    D. Stephens	 	No	 	0
    	 	7,503
    	 	0
    	 	0
    	 
	55	 	Barclays	 	Heritage
    Plaza Associates, LLC	 	Jonathan
    M. Rayden	 	No	 	0
    	 	6,875
    	 	0
    	 	0
    	 
	56	 	Barclays	 	Gateway
    Hospitality Staunton, LLC	 	Keith
    D. Stephens	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	57	 	RCMC	 	IDC
    Properties, LLC	 	SRRT
    Properties, LP, SR Realty Trust, Inc.	 	No	 	0
    	 	52,500
    	 	0
    	 	0
    	 
	58	 	Barclays	 	APH
    Hospitality, Inc.	 	Mehul
    Patel, Raj Gandhi, Vipul Patel	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	59	 	MC-Five
    Mile	 	JohnCort
    LLC, Conley Investments II LLC	 	Mark
    X. Disanto, James Conley	 	No	 	0
    	 	20,900
    	 	0
    	 	0
    	 
	59.01	 	MC-Five
    Mile	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	59.02	 	MC-Five
    Mile	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	60	 	RCMC	 	44226
    10th St. West, LLC	 	Elliot
    Zemel, Avery Hager	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	61	 	SMF
    II	 	1100
    Oakwood Drive, LLC	 	David
    Niederst	 	No	 	350,000
    	 	0
    	 	0
    	 	0
    	 
	62	 	Barclays	 	National
    Income Properties DST V	 	Behringer
    Net Lease Advisors, LLC	 	No	 	0
    	 	2,500
    	 	0
    	 	0
    	 
	62.01	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	62.02	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63	 	Barclays	 	Bedford
    Square Equities, LLC	 	Barry
    Nathanson	 	No	 	0
    	 	47,500
    	 	0
    	 	50,000
    	 
	64	 	Barclays	 	MVP
    Houston Saks Garage LLC	 	Michael
    Shustek	 	No	 	0
    	 	36,213
    	 	0
    	 	0
    	 
	65	 	Barclays	 	916
    Deodar Street, LLC	 	H.K.
    Realty, Inc.	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	66	 	Barclays	 	1204-1216
    Euclid Avenue, LLC	 	H.K.
    Realty, Inc.	 	No	 	0
    	 	2,317
    	 	0
    	 	0
    	 
	67	 	Barclays	 	THF
    Chippewa Ventures, L.P.	 	E.
    Stanley Kroenke	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 


 



    	EXH. B-29



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	 	 	 	 	UPFRONT
    ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Guarantor	 	Letter
    of Credit	 	Upfront
    CapEx Reserve	 	Upfront
    Eng. Reserve	 	Upfront
    Envir. Reserve	 	Upfront
    TI/LC Reserve	 
	68	 	Barclays	 	12638
    Cedar Avenue, LLC	 	J.K.
    Properties, Inc.	 	No	 	0
    	 	2,767
    	 	0
    	 	0
    	 
	69	 	Barclays	 	4200-4206
    S. Avalon Blvd., LLC	 	J.K.
    Properties, Inc.	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	70	 	Barclays	 	8553
    Sepulveda Blvd., LLC	 	J.K.
    Properties, Inc.	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	71	 	Barclays	 	Gateway
    Hospitality Woodstock, LLC	 	Keith
    D. Stephens	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	72	 	Barclays	 	Petsu
    Hospitality, Inc.	 	Sam
    Patel	 	No	 	0
    	 	3,688
    	 	0
    	 	0
    	 
	73	 	MC-Five
    Mile	 	32
    Thompson St., LLC	 	Francis
    Greenburger	 	No	 	0
    	 	875
    	 	0
    	 	0
    	 
	74	 	MC-Five
    Mile	 	Lake
    Erie Properties LLC	 	Mark
    Asnes	 	No	 	0
    	 	9,531
    	 	0
    	 	0
    	 
	75	 	Barclays	 	3344
    Chapman Street, LLC	 	J.K.
    Properties, Inc.	 	No	 	0
    	 	2,750
    	 	0
    	 	0
    	 
	76	 	Barclays	 	38700
    10th Street East, LLC	 	J.K.
    Properties, Inc.	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	77	 	Barclays	 	15050
    Parthenia Avenue, LLC	 	H.K.
    Realty, Inc. 	 	No	 	0
    	 	9,460
    	 	0
    	 	0
    	 
	78	 	MC-Five
    Mile	 	Tyler
    Pine Tree Shopping Center, LLC	 	Lawrence
    Maio, Rochelle Maio, Andy Ayyad 	 	No	 	0
    	 	9,625
    	 	0
    	 	0
    	 
	79	 	Barclays	 	144
    S. Union Place, LLC	 	H.K.
    Realty, Inc. 	 	No	 	0
    	 	1,100
    	 	0
    	 	0
    	 
	80	 	Barclays	 	1320
    E. Avenue Q, LLC	 	H.K.
    Realty, Inc. 	 	No	 	0
    	 	2,112
    	 	0
    	 	0
    	 
	81	 	Barclays	 	6707
    Camelia Avenue, LLC	 	H.K.
    Realty, Inc. 	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	82	 	Barclays	 	2141
    Vallejo Street, LLC	 	J.K.
    Properties, Inc.	 	No	 	0
    	 	1,100
    	 	0
    	 	0
    	 
	83	 	Barclays	 	147
    E Avenue 43, LLC	 	J.K.
    Properties, Inc.	 	No	 	0
    	 	3,025
    	 	0
    	 	0
    	 
	84	 	Barclays	 	3410-3418
    Drew Street, LLC	 	H.K.
    Realty, Inc. 	 	No	 	0
    	 	14,300
    	 	0
    	 	0
    	 
	85	 	Barclays	 	3044
    Leeward Avenue, LLC	 	H.K.
    Realty, Inc. 	 	No	 	0
    	 	19,333
    	 	0
    	 	0
    	 
	86	 	Barclays	 	5618
    Meridian Street, LLC	 	J.K.
    Properties, Inc.	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 
	87	 	Barclays	 	839
    S. Carondelet Street, LLC	 	J.K.
    Properties, Inc.	 	No	 	0
    	 	4,538
    	 	0
    	 	0
    	 
	88	 	Barclays	 	11924
    Main Street, LLC	 	J.K.
    Properties, Inc.	 	No	 	0
    	 	16,918
    	 	0
    	 	0
    	 
	89	 	Barclays	 	945
    E. Avenue Q-4, LLC	 	H.K.
    Realty, Inc. 	 	No	 	0
    	 	0
    	 	0
    	 	0
    	 


 



    	EXH. B-30



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Upfront
    RE Tax Reserve	 	Upfront
    Ins. Reserve	 	Upfront
    Other Reserve
	1	 	JPMCB	 	PIL
    II, L.P.	 	370,863
    	 	8,563
    	 	11,377,951
    
	2	 	JPMCB	 	SL
    Civic Wacker LLC	 	1,708,278
    	 	0
    	 	6,488,452
    
	3	 	Barclays	 	Thor
    Palmer House Retail, LLC	 	138,274
    	 	0
    	 	430,000
    
	4	 	Barclays	 	Gateway
    Park, LLC	 	204,435
    	 	38,347
    	 	1,075,500
    
	5	 	JPMCB	 	U-Haul
    Co. of Florida 8, LLC, U-Haul Co. of Florida 9, LLC, U-Haul Co. of Florida 10, LLC, UHIL 8,LLC, UHIL 9, LLC, UHIL 10, LLC,
    UHIL 13, LLC, AREC 8, LLC, AREC 9, LLC, AREC 10, LLC, AREC 13, LLC	 	2,242,110
    	 	0
    	 	0
    
	5.001	 	JPMCB	 	 	 	 	 	 	 	 
	5.002	 	JPMCB	 	 	 	 	 	 	 	 
	5.003	 	JPMCB	 	 	 	 	 	 	 	 
	5.004	 	JPMCB	 	 	 	 	 	 	 	 
	5.005	 	JPMCB	 	 	 	 	 	 	 	 
	5.006	 	JPMCB	 	 	 	 	 	 	 	 
	5.007	 	JPMCB	 	 	 	 	 	 	 	 
	5.008	 	JPMCB	 	 	 	 	 	 	 	 
	5.009	 	JPMCB	 	 	 	 	 	 	 	 
	5.01	 	JPMCB	 	 	 	 	 	 	 	 
	5.011	 	JPMCB	 	 	 	 	 	 	 	 
	5.012	 	JPMCB	 	 	 	 	 	 	 	 
	5.013	 	JPMCB	 	 	 	 	 	 	 	 
	5.014	 	JPMCB	 	 	 	 	 	 	 	 
	5.015	 	JPMCB	 	 	 	 	 	 	 	 
	5.016	 	JPMCB	 	 	 	 	 	 	 	 
	5.017	 	JPMCB	 	 	 	 	 	 	 	 
	5.018	 	JPMCB	 	 	 	 	 	 	 	 
	5.019	 	JPMCB	 	 	 	 	 	 	 	 
	5.02	 	JPMCB	 	 	 	 	 	 	 	 
	5.021	 	JPMCB	 	 	 	 	 	 	 	 
	5.022	 	JPMCB	 	 	 	 	 	 	 	 
	5.023	 	JPMCB	 	 	 	 	 	 	 	 
	5.024	 	JPMCB	 	 	 	 	 	 	 	 
	5.025	 	JPMCB	 	 	 	 	 	 	 	 
	5.026	 	JPMCB	 	 	 	 	 	 	 	 
	5.027	 	JPMCB	 	 	 	 	 	 	 	 
	5.028	 	JPMCB	 	 	 	 	 	 	 	 
	5.029	 	JPMCB	 	 	 	 	 	 	 	 
	5.03	 	JPMCB	 	 	 	 	 	 	 	 
	5.031	 	JPMCB	 	 	 	 	 	 	 	 
	5.032	 	JPMCB	 	 	 	 	 	 	 	 
	5.033	 	JPMCB	 	 	 	 	 	 	 	 
	5.034	 	JPMCB	 	 	 	 	 	 	 	 
	5.035	 	JPMCB	 	 	 	 	 	 	 	 
	5.036	 	JPMCB	 	 	 	 	 	 	 	 
	5.037	 	JPMCB	 	 	 	 	 	 	 	 
	5.038	 	JPMCB	 	 	 	 	 	 	 	 
	5.039	 	JPMCB	 	 	 	 	 	 	 	 
	5.04	 	JPMCB	 	 	 	 	 	 	 	 
	5.041	 	JPMCB	 	 	 	 	 	 	 	 
	5.042	 	JPMCB	 	 	 	 	 	 	 	 
	5.043	 	JPMCB	 	 	 	 	 	 	 	 
	5.044	 	JPMCB	 	 	 	 	 	 	 	 
	5.045	 	JPMCB	 	 	 	 	 	 	 	 
	5.046	 	JPMCB	 	 	 	 	 	 	 	 
	5.047	 	JPMCB	 	 	 	 	 	 	 	 
	5.048	 	JPMCB	 	 	 	 	 	 	 	 


 



    	EXH. B-31



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Upfront
    RE Tax Reserve	 	Upfront
    Ins. Reserve	 	Upfront
    Other Reserve
	5.049	 	JPMCB	 	 	 	 	 	 	 	 
	5.05	 	JPMCB	 	 	 	 	 	 	 	 
	5.051	 	JPMCB	 	 	 	 	 	 	 	 
	5.052	 	JPMCB	 	 	 	 	 	 	 	 
	5.053	 	JPMCB	 	 	 	 	 	 	 	 
	5.054	 	JPMCB	 	 	 	 	 	 	 	 
	5.055	 	JPMCB	 	 	 	 	 	 	 	 
	5.056	 	JPMCB	 	 	 	 	 	 	 	 
	5.057	 	JPMCB	 	 	 	 	 	 	 	 
	5.058	 	JPMCB	 	 	 	 	 	 	 	 
	5.059	 	JPMCB	 	 	 	 	 	 	 	 
	5.06	 	JPMCB	 	 	 	 	 	 	 	 
	5.061	 	JPMCB	 	 	 	 	 	 	 	 
	5.062	 	JPMCB	 	 	 	 	 	 	 	 
	5.063	 	JPMCB	 	 	 	 	 	 	 	 
	5.064	 	JPMCB	 	 	 	 	 	 	 	 
	5.065	 	JPMCB	 	 	 	 	 	 	 	 
	5.066	 	JPMCB	 	 	 	 	 	 	 	 
	5.067	 	JPMCB	 	 	 	 	 	 	 	 
	5.068	 	JPMCB	 	 	 	 	 	 	 	 
	5.069	 	JPMCB	 	 	 	 	 	 	 	 
	5.07	 	JPMCB	 	 	 	 	 	 	 	 
	5.071	 	JPMCB	 	 	 	 	 	 	 	 
	5.072	 	JPMCB	 	 	 	 	 	 	 	 
	5.073	 	JPMCB	 	 	 	 	 	 	 	 
	5.074	 	JPMCB	 	 	 	 	 	 	 	 
	5.075	 	JPMCB	 	 	 	 	 	 	 	 
	5.076	 	JPMCB	 	 	 	 	 	 	 	 
	5.077	 	JPMCB	 	 	 	 	 	 	 	 
	5.078	 	JPMCB	 	 	 	 	 	 	 	 
	5.079	 	JPMCB	 	 	 	 	 	 	 	 
	5.08	 	JPMCB	 	 	 	 	 	 	 	 
	5.081	 	JPMCB	 	 	 	 	 	 	 	 
	5.082	 	JPMCB	 	 	 	 	 	 	 	 
	5.083	 	JPMCB	 	 	 	 	 	 	 	 
	5.084	 	JPMCB	 	 	 	 	 	 	 	 
	5.085	 	JPMCB	 	 	 	 	 	 	 	 
	5.086	 	JPMCB	 	 	 	 	 	 	 	 
	5.087	 	JPMCB	 	 	 	 	 	 	 	 
	5.088	 	JPMCB	 	 	 	 	 	 	 	 
	5.089	 	JPMCB	 	 	 	 	 	 	 	 
	5.09	 	JPMCB	 	 	 	 	 	 	 	 
	5.091	 	JPMCB	 	 	 	 	 	 	 	 
	5.092	 	JPMCB	 	 	 	 	 	 	 	 
	5.093	 	JPMCB	 	 	 	 	 	 	 	 
	5.094	 	JPMCB	 	 	 	 	 	 	 	 
	5.095	 	JPMCB	 	 	 	 	 	 	 	 
	5.096	 	JPMCB	 	 	 	 	 	 	 	 
	5.097	 	JPMCB	 	 	 	 	 	 	 	 
	5.098	 	JPMCB	 	 	 	 	 	 	 	 
	5.099	 	JPMCB	 	 	 	 	 	 	 	 
	5.1	 	JPMCB	 	 	 	 	 	 	 	 
	5.101	 	JPMCB	 	 	 	 	 	 	 	 
	5.102	 	JPMCB	 	 	 	 	 	 	 	 
	5.103	 	JPMCB	 	 	 	 	 	 	 	 
	5.104	 	JPMCB	 	 	 	 	 	 	 	 
	5.105	 	JPMCB	 	 	 	 	 	 	 	 


 



    	EXH. B-32



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Upfront
    RE Tax Reserve	 	Upfront
    Ins. Reserve	 	Upfront
    Other Reserve
	6	 	Barclays	 	Lansing
    Retail Center L.L.C.	 	0
    	 	0
    	 	1,376,495
    
	7	 	JPMCB	 	660
    Woodward Associates LLC	 	159,603
    	 	0
    	 	8,482,684
    
	8	 	SMF
    II	 	Gettysburg
    Outlet Center CMBS, LLC	 	106,115
    	 	0
    	 	0
    
	9	 	JPMCB	 	HPT
    New Orleans OSS, LLC	 	1,084,980
    	 	0
    	 	29,061,140
    
	10	 	RCMC	 	FAC
    Park Place One, LLC, FAC Park Place Two, LLC	 	141,954
    	 	13,972
    	 	0
    
	10.01	 	RCMC	 	 	 	 	 	 	 	 
	10.02	 	RCMC	 	 	 	 	 	 	 	 
	11	 	JPMCB	 	MREF
    II Waterstone, LLC	 	622,553
    	 	0
    	 	0
    
	12	 	JPMCB	 	Proc
    GA, L.P.	 	0
    	 	3,571
    	 	7,757,641
    
	13	 	RAIT	 	Eastmont
    Office Owner, LLC	 	169,755
    	 	29,313
    	 	0
    
	14	 	SMF
    II	 	BV
    LCP Austin Investment Group, LLC, Austin BV LCP Operating Group, LLC, BV LCP San Antonio Investment Group, LLC, San Antonio
    BV LCP Operating Group, LLC, BV LCP Dallas Investment Group, LLC, Dallas BV LCP Operating Group, LLC	 	660,000
    	 	100,670
    	 	6,461,588
    
	14.01	 	SMF
    II	 	 	 	 	 	 	 	 
	14.02	 	SMF
    II	 	 	 	 	 	 	 	 
	14.03	 	SMF
    II	 	 	 	 	 	 	 	 
	15	 	JPMCB	 	Reflections
    Property Holdings, LLC	 	175,809
    	 	0
    	 	5,325
    
	16	 	JPMCB	 	BW
    Bowling Properties LP, BW Bowling Properties LLC, BW Bowling Properties Canada Inc.	 	0
    	 	0
    	 	0
    
	16.01	 	JPMCB	 	 	 	 	 	 	 	 
	16.02	 	JPMCB	 	 	 	 	 	 	 	 
	16.03	 	JPMCB	 	 	 	 	 	 	 	 
	16.04	 	JPMCB	 	 	 	 	 	 	 	 
	16.05	 	JPMCB	 	 	 	 	 	 	 	 
	16.06	 	JPMCB	 	 	 	 	 	 	 	 
	16.07	 	JPMCB	 	 	 	 	 	 	 	 
	16.08	 	JPMCB	 	 	 	 	 	 	 	 
	16.09	 	JPMCB	 	 	 	 	 	 	 	 
	16.1	 	JPMCB	 	 	 	 	 	 	 	 
	16.11	 	JPMCB	 	 	 	 	 	 	 	 
	16.12	 	JPMCB	 	 	 	 	 	 	 	 
	16.13	 	JPMCB	 	 	 	 	 	 	 	 
	16.14	 	JPMCB	 	 	 	 	 	 	 	 
	16.15	 	JPMCB	 	 	 	 	 	 	 	 
	16.16	 	JPMCB	 	 	 	 	 	 	 	 
	16.17	 	JPMCB	 	 	 	 	 	 	 	 
	16.18	 	JPMCB	 	 	 	 	 	 	 	 
	16.19	 	JPMCB	 	 	 	 	 	 	 	 
	16.2	 	JPMCB	 	 	 	 	 	 	 	 
	16.21	 	JPMCB	 	 	 	 	 	 	 	 
	16.22	 	JPMCB	 	 	 	 	 	 	 	 
	16.23	 	JPMCB	 	 	 	 	 	 	 	 
	16.24	 	JPMCB	 	 	 	 	 	 	 	 
	16.25	 	JPMCB	 	 	 	 	 	 	 	 
	16.26	 	JPMCB	 	 	 	 	 	 	 	 
	16.27	 	JPMCB	 	 	 	 	 	 	 	 
	16.28	 	JPMCB	 	 	 	 	 	 	 	 
	16.29	 	JPMCB	 	 	 	 	 	 	 	 
	16.3	 	JPMCB	 	 	 	 	 	 	 	 
	16.31	 	JPMCB	 	 	 	 	 	 	 	 
	16.32	 	JPMCB	 	 	 	 	 	 	 	 
	16.33	 	JPMCB	 	 	 	 	 	 	 	 
	16.34	 	JPMCB	 	 	 	 	 	 	 	 
	16.35	 	JPMCB	 	 	 	 	 	 	 	 


 



    	EXH. B-33



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Upfront
    RE Tax Reserve	 	Upfront
    Ins. Reserve	 	Upfront
    Other Reserve
	16.36	 	JPMCB	 	 	 	 	 	 	 	 
	16.37	 	JPMCB	 	 	 	 	 	 	 	 
	16.38	 	JPMCB	 	 	 	 	 	 	 	 
	16.39	 	JPMCB	 	 	 	 	 	 	 	 
	16.4	 	JPMCB	 	 	 	 	 	 	 	 
	16.41	 	JPMCB	 	 	 	 	 	 	 	 
	16.42	 	JPMCB	 	 	 	 	 	 	 	 
	16.43	 	JPMCB	 	 	 	 	 	 	 	 
	16.44	 	JPMCB	 	 	 	 	 	 	 	 
	16.45	 	JPMCB	 	 	 	 	 	 	 	 
	16.46	 	JPMCB	 	 	 	 	 	 	 	 
	16.47	 	JPMCB	 	 	 	 	 	 	 	 
	16.48	 	JPMCB	 	 	 	 	 	 	 	 
	16.49	 	JPMCB	 	 	 	 	 	 	 	 
	16.5	 	JPMCB	 	 	 	 	 	 	 	 
	16.51	 	JPMCB	 	 	 	 	 	 	 	 
	16.52	 	JPMCB	 	 	 	 	 	 	 	 
	16.53	 	JPMCB	 	 	 	 	 	 	 	 
	16.54	 	JPMCB	 	 	 	 	 	 	 	 
	16.55	 	JPMCB	 	 	 	 	 	 	 	 
	16.56	 	JPMCB	 	 	 	 	 	 	 	 
	16.57	 	JPMCB	 	 	 	 	 	 	 	 
	16.58	 	JPMCB	 	 	 	 	 	 	 	 
	17	 	JPMCB	 	New
    Center LLC, New Center Parking LLC	 	197,084
    	 	0
    	 	263,171
    
	18	 	SMF
    II	 	McKnight
    Robinson Plaza Associates, L.P.	 	61,159
    	 	46,327
    	 	855,049
    
	19	 	RCMC	 	Clifton
    Park Hotel Associates, LLC	 	45,215
    	 	13,840
    	 	0
    
	20	 	JPMCB	 	Cofe
    Cix North Miami, LLC	 	192,635
    	 	0
    	 	54,530
    
	21	 	JPMCB	 	The
    Place Property Holdings, LLC	 	137,420
    	 	0
    	 	0
    
	22	 	JPMCB	 	1501
    East Lincoln Highway Fee, LLC	 	0
    	 	0
    	 	993,750
    
	23	 	Barclays	 	Snake
    2 Tuscaloosa Properties LLC, Woody 8 Sacramento Properties LLC, Wen Colorado Properties LLC, Megan CMV Colorado Springs LLC,
    Snake 3 Portland Properties LLC, Dragon 10 Great Bend Properties LLC, Snake One Troy Properties LLC, Dragon 6 Meridian Properties,
    LLC, Genevieve Las Vegas Properties, LLC, Tiger 8 Las Vegas Properties, LLC, NB Las Vegas Properties, LLC, Dragon One Xenia
    Properties, LLC, MGCN Pittsburgh CP LLC, Dragon 5 Mitchell Properties, LLC, Tiger 10 Oshkosh BK LLC	0
    	 	0
    	 	0
    
	23.01	 	Barclays	 	 	 	 	 	 	 	 
	23.02	 	Barclays	 	 	 	 	 	 	 	 
	23.03	 	Barclays	 	 	 	 	 	 	 	 
	23.04	 	Barclays	 	 	 	 	 	 	 	 
	23.05	 	Barclays	 	 	 	 	 	 	 	 
	23.06	 	Barclays	 	 	 	 	 	 	 	 
	23.07	 	Barclays	 	 	 	 	 	 	 	 
	23.08	 	Barclays	 	 	 	 	 	 	 	 
	23.09	 	Barclays	 	 	 	 	 	 	 	 
	23.1	 	Barclays	 	 	 	 	 	 	 	 
	23.11	 	Barclays	 	 	 	 	 	 	 	 
	23.12	 	Barclays	 	 	 	 	 	 	 	 
	23.13	 	Barclays	 	 	 	 	 	 	 	 
	23.14	 	Barclays	 	 	 	 	 	 	 	 
	23.15	 	Barclays	 	 	 	 	 	 	 	 
	24	 	Barclays	 	Oakland
    Hills Square, LLC	 	181,485
    	 	18,963
    	 	0
    
	25	 	MC-Five
    Mile	 	Apartment
    Investments Associates IV L.P., Walnut Capital Partners-Forbes Tenant, LLC, Walnut Capital Partners-Wightman Tenant, LLC	 	80,887
    	 	64,667
    	 	0
    


 



    	EXH. B-34



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Upfront
    RE Tax Reserve	 	Upfront
    Ins. Reserve	 	Upfront
    Other Reserve
	25.01	 	MC-Five
    Mile	 	 	 	 	 	 	 	 
	25.02	 	MC-Five
    Mile	 	 	 	 	 	 	 	 
	25.03	 	MC-Five
    Mile	 	 	 	 	 	 	 	 
	26	 	JPMCB	 	Town
    and Country Group LLC	 	57,808
    	 	3,209
    	 	0
    
	27	 	MC-Five
    Mile	 	Premiere
    Place Shopping Center, LLC	 	63,954
    	 	32,022
    	 	0
    
	28	 	SMF
    II	 	O.B.
    Storage Cooke Road, LLC, O.B. Storage Hawthorne, LLC, O.B. Storage 10th, LLC	 	30,085
    	 	10,059
    	 	0
    
	28.01	 	SMF
    II	 	 	 	 	 	 	 	 
	28.02	 	SMF
    II	 	 	 	 	 	 	 	 
	28.03	 	SMF
    II	 	 	 	 	 	 	 	 
	29	 	SMF
    II	 	Emerson
    Pointe Retail Center, LLC	 	0
    	 	26,941
    	 	36,000
    
	30	 	MC-Five
    Mile	 	N
    & V Corporation	 	38,434
    	 	20,327
    	 	730,000
    
	31	 	MC-Five
    Mile	 	Wolverine
    Mustang, L.P.	 	24,641
    	 	45,800
    	 	0
    
	32	 	Barclays	 	Jax
    Costa (FL) LLC	 	0
    	 	0
    	 	0
    
	33	 	RCMC	 	Falcon
    Gateway Property LLC	 	74,248
    	 	2,706
    	 	0
    
	34	 	Barclays	 	12300-12301
    Osborne Place, LLC	 	29,098
    	 	14,437
    	 	0
    
	35	 	MC-Five
    Mile	 	TX
    Eastlake LLC	 	52,364
    	 	9,893
    	 	150,000
    
	36	 	SMF
    II	 	San
    Angelo SW Realty, LP	 	138,982
    	 	42,384
    	 	0
    
	37	 	SMF
    II	 	Route
    1 Self Storage, LLC	 	24,862
    	 	4,564
    	 	0
    
	38	 	JPMCB	 	Old
    Stage Warehouse LLC	 	6,500
    	 	1,521
    	 	0
    
	39	 	MC-Five
    Mile	 	Mattoon
    Marketplace, LLC	 	84,530
    	 	12,532
    	 	0
    
	40	 	MC-Five
    Mile	 	LeTort
    Investments, Limited Partnership	 	12,027
    	 	8,387
    	 	0
    
	41	 	Barclays	 	Marquise
    Forest, LLC	 	63,718
    	 	40,144
    	 	0
    
	42	 	MC-Five
    Mile	 	ACI
    Freeway Crossing, LLC, McKnight Freeway Crossing, LLC, Harvin Freeway Crossing, LLC, Harvin Two Freeway Crossing, LLC, DFK
    Freeway Crossing, LLC, SFB Freeway Crossing, LLC, Faulkner Freeway Crossing, LLC	 	80,670
    	 	13,087
    	 	0
    
	43	 	JPMCB	 	Park
    at 95, LLC	 	51,253
    	 	0
    	 	0
    
	44	 	SMF
    II	 	2901
    Euclid Avenue, LLC	 	38,913
    	 	19,119
    	 	0
    
	45	 	RCMC	 	Netreit
    Westminster, LLC	 	81,501
    	 	4,829
    	 	290,525
    
	46	 	JPMCB	 	Colony
    Village Apartments, LLC	 	19,302
    	 	16,338
    	 	0
    
	47	 	Barclays	 	9510
    Van Nuys Blvd., LLC	 	32,613
    	 	11,891
    	 	0
    
	48	 	JPMCB	 	Guardian
    Self Storage - LA	 	0
    	 	0
    	 	0
    
	49	 	JPMCB	 	Tabani
    Montrose, LLC	 	0
    	 	0
    	 	134,392
    
	50	 	JPMCB	 	Brynn
    Marr Apartments, LLC	 	26,541
    	 	18,980
    	 	0
    
	51	 	SMF
    II	 	Watkins
    Sanford, LLC	 	0
    	 	6,954
    	 	0
    
	52	 	Barclays	 	1900
    Carboy LLC	 	49,067
    	 	0
    	 	0
    
	53	 	SMF
    II	 	1952
    Fowl Road, LLC	 	23,307
    	 	15,763
    	 	0
    
	54	 	Barclays	 	Gateway
    XV, L.P.	 	10,579
    	 	0
    	 	319,819
    
	55	 	Barclays	 	Heritage
    Plaza Associates, LLC	 	51,669
    	 	0
    	 	232,431
    
	56	 	Barclays	 	Gateway
    Hospitality Staunton, LLC	 	3,853
    	 	0
    	 	325,789
    
	57	 	RCMC	 	IDC
    Properties, LLC	 	11,176
    	 	13,188
    	 	178,166
    
	58	 	Barclays	 	APH
    Hospitality, Inc.	 	19,021
    	 	18,031
    	 	0
    
	59	 	MC-Five
    Mile	 	JohnCort
    LLC, Conley Investments II LLC	 	15,800
    	 	810
    	 	185,000
    
	59.01	 	MC-Five
    Mile	 	 	 	 	 	 	 	 
	59.02	 	MC-Five
    Mile	 	 	 	 	 	 	 	 
	60	 	RCMC	 	44226
    10th St. West, LLC	 	25,755
    	 	1,338
    	 	0
    
	61	 	SMF
    II	 	1100
    Oakwood Drive, LLC	 	27,569
    	 	18,382
    	 	0
    
	62	 	Barclays	 	National
    Income Properties DST V	 	0
    	 	0
    	 	0
    
	62.01	 	Barclays	 	 	 	 	 	 	 	 
	62.02	 	Barclays	 	 	 	 	 	 	 	 
	63	 	Barclays	 	Bedford
    Square Equities, LLC	 	10,880
    	 	0
    	 	0
    
	64	 	Barclays	 	MVP
    Houston Saks Garage LLC	 	84,189
    	 	27,172
    	 	0
    
	65	 	Barclays	 	916
    Deodar Street, LLC	 	17,928
    	 	6,506
    	 	0
    
	66	 	Barclays	 	1204-1216
    Euclid Avenue, LLC	 	13,905
    	 	6,442
    	 	0
    
	67	 	Barclays	 	THF
    Chippewa Ventures, L.P.	 	0
    	 	0
    	 	0
    


 



    	EXH. B-35



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Upfront
    RE Tax Reserve	Upfront
    Ins. Reserve	 	Upfront
    Other Reserve
	68	 	Barclays	 	12638
    Cedar Avenue, LLC	 	16,087
    	5,160
    	 	0
    
	69	 	Barclays	 	4200-4206
    S. Avalon Blvd., LLC	 	9,509
    	2,474
    	 	0
    
	70	 	Barclays	 	8553
    Sepulveda Blvd., LLC	 	18,054
    	6,615
    	 	0
    
	71	 	Barclays	 	Gateway
    Hospitality Woodstock, LLC	 	4,828
    	0
    	 	678,650
    
	72	 	Barclays	 	Petsu
    Hospitality, Inc.	 	30,368
    	0
    	 	100,000
    
	73	 	MC-Five
    Mile	 	32
    Thompson St., LLC	 	12,659
    	2,556
    	 	0
    
	74	 	MC-Five
    Mile	 	Lake
    Erie Properties LLC	 	48,044
    	6,718
    	 	0
    
	75	 	Barclays	 	3344
    Chapman Street, LLC	 	7,148
    	4,367
    	 	0
    
	76	 	Barclays	 	38700
    10th Street East, LLC	 	18,484
    	4,408
    	 	0
    
	77	 	Barclays	 	15050
    Parthenia Avenue, LLC	 	14,903
    	7,354
    	 	0
    
	78	 	MC-Five
    Mile	 	Tyler
    Pine Tree Shopping Center, LLC	 	38,608
    	1,430
    	 	0
    
	79	 	Barclays	 	144
    S. Union Place, LLC	 	8,004
    	2,890
    	 	0
    
	80	 	Barclays	 	1320
    E. Avenue Q, LLC	 	15,066
    	4,258
    	 	0
    
	81	 	Barclays	 	6707
    Camelia Avenue, LLC	 	10,768
    	2,933
    	 	0
    
	82	 	Barclays	 	2141
    Vallejo Street, LLC	 	12,827
    	3,152
    	 	0
    
	83	 	Barclays	 	147
    E Avenue 43, LLC	 	5,203
    	1,534
    	 	0
    
	84	 	Barclays	 	3410-3418
    Drew Street, LLC	 	11,169
    	3,989
    	 	0
    
	85	 	Barclays	 	3044
    Leeward Avenue, LLC	 	9,873
    	3,838
    	 	0
    
	86	 	Barclays	 	5618
    Meridian Street, LLC	 	11,921
    	4,201
    	 	0
    
	87	 	Barclays	 	839
    S. Carondelet Street, LLC	 	11,433
    	3,740
    	 	0
    
	88	 	Barclays	 	11924
    Main Street, LLC	 	11,592
    	3,466
    	 	0
    
	89	 	Barclays	 	945
    E. Avenue Q-4, LLC	 	21,999
    	6,736
    	 	0
    


 



    	EXH. B-36



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	 PERIODIC
    ESCROW 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Grace
    Period	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Monthly
    Capex Reserve 	 	 Monthly
    Envir. Reserve 	 	 Monthly
    TI/LC Reserve 	 	 Monthly
    RE Tax Reserve 	 	 Monthly
    Ins. Reserve 	 	 Monthly
    Other Reserve 	 	 (Late
    Payment)	 	Cash-Management
    Account or Lockbox In-place
	1	 	JPMCB	 	PIL
    II, L.P.	 	3%
    of Gross Revenues	 	0
    	 	0
    	 	123,621
    	 	Springing	 	Springing	 	0	 	 Yes
    
	2	 	JPMCB	 	SL
    Civic Wacker LLC	 	15,253
    	 	0
    	 	95,330
    	 	294,167
    	 	Springing	 	61,616
    	 	0	 	 Yes
    
	3	 	Barclays	 	Thor
    Palmer House Retail, LLC	 	2,803
    	 	0
    	 	11,211
    	 	46,091
    	 	Springing	 	0
    	 	0	 	 Yes
    
	4	 	Barclays	 	Gateway
    Park, LLC	 	8,567
    	 	0
    	 	Springing	 	103,770
    	 	12,231
    	 	0
    	 	0	 	 Yes
    
	5	 	JPMCB	 	U-Haul
    Co. of Florida 8, LLC, U-Haul Co. of Florida 9, LLC, U-Haul Co. of Florida 10, LLC, UHIL 8,LLC, UHIL 9, LLC, UHIL 10, LLC,
    UHIL 13, LLC, AREC 8, LLC, AREC 9, LLC, AREC 10, LLC, AREC 13, LLC	 	Springing	 	0
    	 	0
    	 	Springing	 	Springing	 	0
    	 	0	 	 Yes
    
	5.001	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.002	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.003	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.004	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.005	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.006	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.007	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.008	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.009	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.011	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.012	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.013	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.014	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.015	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.016	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.017	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.018	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.019	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.021	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.022	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.023	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.024	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.025	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.026	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.027	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.028	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.029	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.031	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.032	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.033	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.034	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.035	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.036	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.037	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.038	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.039	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.04	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.041	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.042	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.043	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.044	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.045	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.046	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.047	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.048	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  


 



    	EXH. B-37



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	 PERIODIC
    ESCROW 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Grace
    Period	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Monthly
    Capex Reserve 	 	 Monthly
    Envir. Reserve 	 	 Monthly
    TI/LC Reserve 	 	 Monthly
    RE Tax Reserve 	 	 Monthly
    Ins. Reserve 	 	 Monthly
    Other Reserve 	 	 (Late
    Payment)	 	Cash-Management
    Account or Lockbox In-place
	5.049	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.05	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.051	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.052	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.053	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.054	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.055	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.056	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.057	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.058	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.059	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.06	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.061	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.062	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.063	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.064	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.065	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.066	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.067	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.068	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.069	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.07	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.071	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.072	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.073	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.074	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.075	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.076	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.077	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.078	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.079	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.08	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.081	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.082	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.083	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.084	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.085	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.086	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.087	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.088	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.089	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.09	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.091	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.092	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.093	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.094	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.095	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.096	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.097	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.098	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.099	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.1	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.101	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.102	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.103	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.104	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	5.105	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  


 



    	EXH. B-38



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	 PERIODIC
    ESCROW 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Grace
    Period	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Monthly
    Capex Reserve 	 	 Monthly
    Envir. Reserve 	 	 Monthly
    TI/LC Reserve 	 	 Monthly
    RE Tax Reserve 	 	 Monthly
    Ins. Reserve 	 	 Monthly
    Other Reserve 	 	 (Late
    Payment)	 	Cash-Management
    Account or Lockbox In-place
	6	 	Barclays	 	Lansing
    Retail Center L.L.C.	 	9,961
    	 	0
    	 	16,667
    	 	56,853
    	 	Springing	 	0
    	 	5
    (Once per year)	 	 Yes
    
	7	 	JPMCB	 	660
    Woodward Associates LLC	 	14,007
    	 	0
    	 	35,018
    	 	30,991
    	 	Springing	 	0
    	 	0	 	 Yes
    
	8	 	SMF
    II	 	Gettysburg
    Outlet Center CMBS, LLC	 	4,166
    	 	0
    	 	15,621
    	 	34,029
    	 	Springing	 	0
    	 	0	 	 No
    
	9	 	JPMCB	 	HPT
    New Orleans OSS, LLC	 	21,200
    	 	0
    	 	53,000
    	 	155,000
    	 	Springing	 	0
    	 	0	 	 Yes
    
	10	 	RCMC	 	FAC
    Park Place One, LLC, FAC Park Place Two, LLC	 	5,875
    	 	0
    	 	8,847
    	 	47,318
    	 	3,493
    	 	0
    	 	0	 	 Yes
    
	10.01	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	10.02	 	RCMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	11	 	JPMCB	 	MREF
    II Waterstone, LLC	 	5,428
    	 	0
    	 	0
    	 	77,819
    	 	Springing	 	0
    	 	0	 	 No
    
	12	 	JPMCB	 	Proc
    GA, L.P.	 	3%
    of Gross Revenues	 	0
    	 	0
    	 	31,044
    	 	38,443
    	 	Springing	 	0	 	 Yes
    
	13	 	RAIT	 	Eastmont
    Office Owner, LLC	 	8,571
    	 	0
    	 	42,853
    	 	84,878
    	 	9,771
    	 	0
    	 	5	 	 Yes
    
	14	 	SMF
    II	 	BV
    LCP Austin Investment Group, LLC, Austin BV LCP Operating Group, LLC, BV LCP San Antonio Investment Group, LLC, San Antonio
    BV LCP Operating Group, LLC, BV LCP Dallas Investment Group, LLC, Dallas BV LCP Operating Group, LLC	 	4%
    of Gross Revenues	 	0
    	 	0
    	 	65,996
    	 	10,885
    	 	0
    	 	0	 	 No
    
	14.01	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.03	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	JPMCB	 	Reflections
    Property Holdings, LLC	 	6,486
    	 	0
    	 	0
    	 	17,581
    	 	Springing	 	0
    	 	0	 	 No
    
	16	 	JPMCB	 	BW
    Bowling Properties LP, BW Bowling Properties LLC, BW Bowling Properties Canada Inc.	 	Springing	 	0
    	 	0
    	 	Springing	 	Springing	 	0
    	 	0	 	 Yes
    
	16.01	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.02	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.03	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.04	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.05	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.06	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.07	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.08	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.09	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.1	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.11	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.12	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.13	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.14	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.15	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.16	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.17	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.18	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.19	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.2	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.21	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.22	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.23	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.24	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.25	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.26	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.27	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.28	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.29	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.3	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.31	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.32	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.33	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.34	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.35	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  


 



    	EXH. B-39



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	 PERIODIC
    ESCROW 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Grace
    Period	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Monthly
    Capex Reserve 	 	 Monthly
    Envir. Reserve 	 	 Monthly
    TI/LC Reserve 	 	 Monthly
    RE Tax Reserve 	 	 Monthly
    Ins. Reserve 	 	 Monthly
    Other Reserve 	 	 (Late
    Payment)	 	Cash-Management
    Account or Lockbox In-place
	16.36	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.37	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.38	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.39	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.4	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.41	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.42	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.43	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.44	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.45	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.46	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.47	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.48	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.49	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.5	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.51	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.52	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.53	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.54	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.55	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.56	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.57	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	16.58	 	JPMCB	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	17	 	JPMCB	 	New
    Center LLC, New Center Parking LLC	 	12,276
    	 	0
    	 	29,632
    	 	49,829
    	 	Springing	 	Springing	 	0	 	 Yes
    
	18	 	SMF
    II	 	McKnight
    Robinson Plaza Associates, L.P.	 	2,916
    	 	0
    	 	14,583
    	 	23,709
    	 	3,827
    	 	0
    	 	0	 	 No
    
	19	 	RCMC	 	Clifton
    Park Hotel Associates, LLC	 	4%
    of Gross Revenues 	 	0
    	 	0
    	 	15,072
    	 	3,460
    	 	0
    	 	0	 	 Yes
    
	20	 	JPMCB	 	Cofe
    Cix North Miami, LLC	 	Springing	 	0
    	 	Springing	 	19,263
    	 	Springing	 	0
    	 	0	 	 No
    
	21	 	JPMCB	 	The
    Place Property Holdings, LLC	 	4,849
    	 	0
    	 	0
    	 	16,833
    	 	Springing	 	0
    	 	0	 	 No
    
	22	 	JPMCB	 	1501
    East Lincoln Highway Fee, LLC	 	1,351
    	 	0
    	 	0
    	 	14,164
    	 	Springing	 	0
    	 	0	 	 Yes
    
	23	 	Barclays	 	Snake
    2 Tuscaloosa Properties LLC, Woody 8 Sacramento Properties LLC, Wen Colorado Properties LLC, Megan CMV Colorado Springs LLC,
    Snake 3 Portland Properties LLC, Dragon 10 Great Bend Properties LLC, Snake One Troy Properties LLC, Dragon 6 Meridian Properties,
    LLC, Genevieve Las Vegas Properties, LLC, Tiger 8 Las Vegas Properties, LLC, NB Las Vegas Properties, LLC, Dragon One Xenia
    Properties, LLC, MGCN Pittsburgh CP LLC, Dragon 5 Mitchell Properties, LLC, Tiger 10 Oshkosh BK LLC	0
    	 	0
    	 	0
    	 	Springing	 	Springing	 	0
    	 	5	 	 No
    	 
	23.01	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	23.02	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	23.03	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	23.04	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	23.05	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	23.06	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	23.07	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	23.08	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	23.09	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	23.1	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	23.11	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	23.12	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	23.13	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	23.14	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	23.15	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	24	 	Barclays	 	Oakland
    Hills Square, LLC	 	3,917
    	 	0
    	 	0
    	 	17,725
    	 	6,321
    	 	0
    	 	0	 	 Yes
    	 
	25	 	MC-Five
    Mile	 	Apartment
    Investments Associates IV L.P., Walnut Capital Partners-Forbes Tenant, LLC, Walnut Capital Partners-Wightman Tenant, LLC	 	1,775
    	 	0
    	 	0
    	 	10,111
    	 	8,083
    	 	0
    	 	0	 	 No
    	 


 



    	EXH. B-40



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	 PERIODIC
    ESCROW 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Grace
    Period	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Monthly
    Capex Reserve 	 	 Monthly
    Envir. Reserve 	 	 Monthly
    TI/LC Reserve 	 	 Monthly
    RE Tax Reserve 	 	 Monthly
    Ins. Reserve 	 	 Monthly
    Other Reserve 	 	 (Late
    Payment)	 	Cash-Management
    Account or Lockbox In-place
	25.01	 	MC-Five
    Mile	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	MC-Five
    Mile	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.03	 	MC-Five
    Mile	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	JPMCB	 	Town
    and Country Group LLC	 	6,923
    	 	0
    	 	7,572
    	 	28,904
    	 	2,355
    	 	0
    	 	0	 	 No
    	 
	27	 	MC-Five
    Mile	 	Premiere
    Place Shopping Center, LLC	 	3,573
    	 	0
    	 	12,083
    	 	7,106
    	 	2,911
    	 	0
    	 	0	 	 No
    	 
	28	 	SMF
    II	 	O.B.
    Storage Cooke Road, LLC, O.B. Storage Hawthorne, LLC, O.B. Storage 10th, LLC	 	2,799
    	 	0
    	 	0
    	 	15,059
    	 	1,437
    	 	0
    	 	0	 	 No
    	 
	28.01	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.02	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.03	 	SMF
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29	 	SMF
    II	 	Emerson
    Pointe Retail Center, LLC	 	808
    	 	0
    	 	Springing	 	7,670
    	 	2,994
    	 	0
    	 	0	 	 No
    	 
	30	 	MC-Five
    Mile	 	N
    & V Corporation	 	2,378
    	 	0
    	 	4,167
    	 	12,811
    	 	1,694
    	 	7,333
    	 	0	 	 No
    	 
	31	 	MC-Five
    Mile	 	Wolverine
    Mustang, L.P.	 	7,675
    	 	0
    	 	0
    	 	8,214
    	 	7,633
    	 	0
    	 	0	 	 No
    	 
	32	 	Barclays	 	Jax
    Costa (FL) LLC	 	0
    	 	0
    	 	0
    	 	Springing	 	Springing	 	Springing	 	0	 	 Yes
    	 
	33	 	RCMC	 	Falcon
    Gateway Property LLC	 	740
    	 	0
    	 	3,701
    	 	10,607
    	 	541
    	 	0
    	 	0	 	 Yes
    	 
	34	 	Barclays	 	12300-12301
    Osborne Place, LLC	 	2,245
    	 	0
    	 	0
    	 	2,910
    	 	1,203
    	 	0
    	 	0	 	 No
    	 
	35	 	MC-Five
    Mile	 	TX
    Eastlake LLC	 	1,004
    	 	0
    	 	0
    	 	5,818
    	 	3,298
    	 	0
    	 	0	 	 No
    	 
	36	 	SMF
    II	 	San
    Angelo SW Realty, LP	 	3,342
    	 	0
    	 	4,177
    	 	13,898
    	 	3,853
    	 	0
    	 	0	 	 No
    	 
	37	 	SMF
    II	 	Route
    1 Self Storage, LLC	 	627
    	 	0
    	 	0
    	 	8,287
    	 	1,141
    	 	0
    	 	0	 	 No
    	 
	38	 	JPMCB	 	Old
    Stage Warehouse LLC	 	5,333
    	 	0
    	 	4,857
    	 	4,750
    	 	1,521
    	 	0
    	 	0	 	 No
    	 
	39	 	MC-Five
    Mile	 	Mattoon
    Marketplace, LLC	 	918
    	 	0
    	 	5,000
    	 	14,088
    	 	1,253
    	 	0
    	 	0	 	 No
    	 
	40	 	MC-Five
    Mile	 	LeTort
    Investments, Limited Partnership	 	1,104
    	 	0
    	 	0
    	 	12,027
    	 	1,677
    	 	0
    	 	0	 	 No
    	 
	41	 	Barclays	 	Marquise
    Forest, LLC	 	9,325
    	 	0
    	 	0
    	 	6,372
    	 	7,092
    	 	0
    	 	0	 	 Yes
    	 
	42	 	MC-Five
    Mile	 	ACI
    Freeway Crossing, LLC, McKnight Freeway Crossing, LLC, Harvin Freeway Crossing, LLC, Harvin Two Freeway Crossing, LLC, DFK
    Freeway Crossing, LLC, SFB Freeway Crossing, LLC, Faulkner Freeway Crossing, LLC	 	2,262
    	 	0
    	 	5,911
    	 	8,067
    	 	1,454
    	 	0
    	 	0	 	 Yes
    	 
	43	 	JPMCB	 	Park
    at 95, LLC	 	1,026
    	 	0
    	 	6,843
    	 	17,085
    	 	Springing	 	0
    	 	0	 	 No
    	 
	44	 	SMF
    II	 	2901
    Euclid Avenue, LLC	 	3,107
    	 	0
    	 	0
    	 	9,728
    	 	1,593
    	 	0
    	 	0	 	 No
    	 
	45	 	RCMC	 	Netreit
    Westminster, LLC	 	1,724
    	 	0
    	 	5,764
    	 	13,584
    	 	966
    	 	0
    	 	0	 	 Yes
    	 
	46	 	JPMCB	 	Colony
    Village Apartments, LLC	 	4,275
    	 	0
    	 	0
    	 	6,434
    	 	5,445
    	 	0
    	 	0	 	 Yes
    	 
	47	 	Barclays	 	9510
    Van Nuys Blvd., LLC	 	2,521
    	 	0
    	 	0
    	 	3,261
    	 	991
    	 	0
    	 	0	 	 No
    	 
	48	 	JPMCB	 	Guardian
    Self Storage - LA	 	720
    	 	0
    	 	0
    	 	6,107
    	 	Springing	 	0
    	 	0	 	 No
    	 
	49	 	JPMCB	 	Tabani
    Montrose, LLC	 	2,080
    	 	0
    	 	10,398
    	 	Springing	 	Springing	 	41,452
    	 	0	 	 No
    	 
	50	 	JPMCB	 	Brynn
    Marr Apartments, LLC	 	4,900
    	 	0
    	 	0
    	 	6,327
    	 	4,900
    	 	0
    	 	0	 	 Yes
    	 
	51	 	SMF
    II	 	Watkins
    Sanford, LLC	 	0
    	 	0
    	 	2,583
    	 	Springing	 	535
    	 	0
    	 	0	 	 Yes
    	 
	52	 	Barclays	 	1900
    Carboy LLC	 	1,760
    	 	0
    	 	5,281
    	 	24,534
    	 	Springing	 	0
    	 	0	 	 No
    	 
	53	 	SMF
    II	 	1952
    Fowl Road, LLC	 	Springing	 	0
    	 	0
    	 	11,654
    	 	1,751
    	 	0
    	 	0	 	 No
    	 
	54	 	Barclays	 	Gateway
    XV, L.P.	 	4%
    of Gross Revenues	 	0
    	 	0
    	 	5,290
    	 	Springing	 	0
    	 	0	 	 Yes
    	 
	55	 	Barclays	 	Heritage
    Plaza Associates, LLC	 	0
    	 	0
    	 	0
    	 	6,459
    	 	Springing	 	Springing	 	0	 	 No
    	 
	56	 	Barclays	 	Gateway
    Hospitality Staunton, LLC	 	4%
    of Gross Revenues	 	0
    	 	0
    	 	1,927
    	 	Springing	 	0
    	 	0	 	 Yes
    	 
	57	 	RCMC	 	IDC
    Properties, LLC	 	1,038
    	 	0
    	 	2,595
    	 	11,176
    	 	1,465
    	 	0
    	 	0	 	 No
    	 
	58	 	Barclays	 	APH
    Hospitality, Inc.	 	4%
    of Gross Revenues	 	0
    	 	0
    	 	3,804
    	 	3,014
    	 	Springing	 	0	 	 Yes
    	 
	59	 	MC-Five
    Mile	 	JohnCort
    LLC, Conley Investments II LLC	 	540
    	 	0
    	 	1,688
    	 	5,267
    	 	405
    	 	Springing	 	0	 	 No
    	 
	59.01	 	MC-Five
    Mile	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	59.02	 	MC-Five
    Mile	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	60	 	RCMC	 	44226
    10th St. West, LLC	 	585
    	 	0
    	 	2,084
    	 	3,219
    	 	446
    	 	0
    	 	0	 	 Yes
    	 
	61	 	SMF
    II	 	1100
    Oakwood Drive, LLC	 	Springing	 	0
    	 	0
    	 	6,892
    	 	1,532
    	 	0
    	 	0	 	 No
    	 
	62	 	Barclays	 	National
    Income Properties DST V	 	0
    	 	0
    	 	0
    	 	Springing	 	Springing	 	0
    	 	0	 	 Yes
    	 
	62.01	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	62.02	 	Barclays	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 
	63	 	Barclays	 	Bedford
    Square Equities, LLC	 	963
    	 	0
    	 	4,149
    	 	5,440
    	 	Springing	 	0
    	 	0	 	 No
    	 
	64	 	Barclays	 	MVP
    Houston Saks Garage LLC	 	756
    	 	0
    	 	0
    	 	12,027
    	 	3,396
    	 	0
    	 	0	 	 Yes
    	 
	65	 	Barclays	 	916
    Deodar Street, LLC	 	959
    	 	0
    	 	0
    	 	1,793
    	 	542
    	 	0
    	 	0	 	 No
    	 
	66	 	Barclays	 	1204-1216
    Euclid Avenue, LLC	 	837
    	 	0
    	 	0
    	 	1,390
    	 	537
    	 	0
    	 	0	 	 No
    	 
	67	 	Barclays	 	THF
    Chippewa Ventures, L.P.	 	Springing	 	0
    	 	Springing	 	Springing	 	Springing	 	Springing	 	5
    (Once per year)	 	 No
    	 


 



    	EXH. B-41



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	 	 	 	 	 	 	 PERIODIC
    ESCROW 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Grace
    Period	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Monthly
    Capex Reserve 	 	 Monthly
    Envir. Reserve 	 	 Monthly
    TI/LC Reserve 	 	 Monthly
    RE Tax Reserve 	 	 Monthly
    Ins. Reserve 	 	 Monthly
    Other Reserve 	 	 (Late
    Payment)	 	Cash-Management
    Account or Lockbox In-place
	68	 	Barclays	 	12638
    Cedar Avenue, LLC	 	646
    	 	0
    	 	0
    	 	1,609
    	 	430
    	 	0
    	 	0	 	 No
    	 
	69	 	Barclays	 	4200-4206
    S. Avalon Blvd., LLC	 	250
    	 	0
    	 	0
    	 	951
    	 	206
    	 	0
    	 	0	 	 No
    	 
	70	 	Barclays	 	8553
    Sepulveda Blvd., LLC	 	884
    	 	0
    	 	0
    	 	1,805
    	 	551
    	 	0
    	 	0	 	 No
    	 
	71	 	Barclays	 	Gateway
    Hospitality Woodstock, LLC	 	4%
    of Gross Revenues	 	0
    	 	0
    	 	1,609
    	 	Springing	 	0
    	 	0	 	 Yes
    	 
	72	 	Barclays	 	Petsu
    Hospitality, Inc.	 	4%
    of Gross Revenues	 	0
    	 	0
    	 	3,374
    	 	2,461
    	 	Springing	 	0	 	 Yes
    	 
	73	 	MC-Five
    Mile	 	32
    Thompson St., LLC	 	428
    	 	0
    	 	1,227
    	 	4,220
    	 	Springing	 	0
    	 	0	 	 No
    	 
	74	 	MC-Five
    Mile	 	Lake
    Erie Properties LLC	 	663
    	 	0
    	 	0
    	 	8,007
    	 	840
    	 	0
    	 	0	 	 No
    	 
	75	 	Barclays	 	3344
    Chapman Street, LLC	 	271
    	 	0
    	 	0
    	 	715
    	 	364
    	 	0
    	 	0	 	 No
    	 
	76	 	Barclays	 	38700
    10th Street East, LLC	 	632
    	 	0
    	 	0
    	 	1,848
    	 	367
    	 	0
    	 	0	 	 No
    	 
	77	 	Barclays	 	15050
    Parthenia Avenue, LLC	 	667
    	 	0
    	 	0
    	 	1,490
    	 	613
    	 	0
    	 	0	 	 No
    	 
	78	 	MC-Five
    Mile	 	Tyler
    Pine Tree Shopping Center, LLC	 	415
    	 	0
    	 	1,597
    	 	4,826
    	 	715
    	 	0
    	 	0	 	 No
    	 
	79	 	Barclays	 	144
    S. Union Place, LLC	 	289
    	 	0
    	 	0
    	 	800
    	 	241
    	 	0
    	 	0	 	 No
    	 
	80	 	Barclays	 	1320
    E. Avenue Q, LLC	 	586
    	 	0
    	 	0
    	 	1,507
    	 	355
    	 	0
    	 	0	 	 No
    	 
	81	 	Barclays	 	6707
    Camelia Avenue, LLC	 	427
    	 	0
    	 	0
    	 	1,077
    	 	244
    	 	0
    	 	0	 	 No
    	 
	82	 	Barclays	 	2141
    Vallejo Street, LLC	 	314
    	 	0
    	 	0
    	 	1,283
    	 	263
    	 	0
    	 	0	 	 No
    	 
	83	 	Barclays	 	147
    E Avenue 43, LLC	 	181
    	 	0
    	 	0
    	 	520
    	 	128
    	 	0
    	 	0	 	 No
    	 
	84	 	Barclays	 	3410-3418
    Drew Street, LLC	 	500
    	 	0
    	 	0
    	 	1,117
    	 	332
    	 	0
    	 	0	 	 No
    	 
	85	 	Barclays	 	3044
    Leeward Avenue, LLC	 	504
    	 	0
    	 	0
    	 	987
    	 	320
    	 	0
    	 	0	 	 No
    	 
	86	 	Barclays	 	5618
    Meridian Street, LLC	 	359
    	 	0
    	 	0
    	 	1,192
    	 	350
    	 	0
    	 	0	 	 No
    	 
	87	 	Barclays	 	839
    S. Carondelet Street, LLC	 	396
    	 	0
    	 	0
    	 	1,143
    	 	312
    	 	0
    	 	0	 	 No
    	 
	88	 	Barclays	 	11924
    Main Street, LLC	 	0
    	 	0
    	 	0
    	 	1,159
    	 	289
    	 	0
    	 	0	 	 No
    	 
	89	 	Barclays	 	945
    E. Avenue Q-4, LLC	 	758
    	 	0
    	 	0
    	 	2,200
    	 	561
    	 	0
    	 	0	 	 No
    	 


 



    	EXH. B-42



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	General
    Property Type	 	Defeasance
    Permitted	 	Final
    Maturity Date
	1	 	JPMCB	 	PIL
    II, L.P.	 	Hotel	 	No	 	 
	2	 	JPMCB	 	SL
    Civic Wacker LLC	 	Office	 	No	 	 
	3	 	Barclays	 	Thor
    Palmer House Retail, LLC	 	Mixed
    Use	 	Yes	 	 
	4	 	Barclays	 	Gateway
    Park, LLC	 	Office	 	Yes	 	 
	5	 	JPMCB	 	U-Haul
    Co. of Florida 8, LLC, U-Haul Co. of Florida 9, LLC, U-Haul Co. of Florida 10, LLC, UHIL 8,LLC, UHIL 9, LLC, UHIL 10, LLC,
    UHIL 13, LLC, AREC 8, LLC, AREC 9, LLC, AREC 10, LLC, AREC 13, LLC	 	Self
    Storage	 	Yes	 	 
	5.001	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.002	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.003	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.004	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.005	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.006	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.007	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.008	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.009	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.01	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.011	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.012	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.013	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.014	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.015	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.016	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.017	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.018	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.019	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.02	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.021	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.022	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.023	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.024	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.025	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.026	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.027	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.028	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.029	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.03	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.031	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.032	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.033	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.034	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.035	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.036	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.037	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.038	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.039	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.04	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.041	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.042	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.043	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.044	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.045	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.046	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.047	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.048	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 


 



    	EXH. B-43



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	General
    Property Type	 	Defeasance
    Permitted	 	Final
    Maturity Date
	5.049	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.05	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.051	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.052	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.053	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.054	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.055	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.056	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.057	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.058	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.059	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.06	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.061	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.062	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.063	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.064	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.065	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.066	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.067	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.068	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.069	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.07	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.071	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.072	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.073	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.074	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.075	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.076	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.077	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.078	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.079	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.08	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.081	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.082	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.083	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.084	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.085	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.086	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.087	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.088	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.089	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.09	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.091	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.092	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.093	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.094	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.095	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.096	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.097	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.098	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.099	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.1	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.101	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.102	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.103	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.104	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 
	5.105	 	JPMCB	 	 	 	Self
    Storage	 	 	 	 


 



    	EXH. B-44



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	General
    Property Type	 	Defeasance
    Permitted	 	Final
    Maturity Date
	6	 	Barclays	 	Lansing
    Retail Center L.L.C.	 	Retail	 	Yes	 	 
	7	 	JPMCB	 	660
    Woodward Associates LLC	 	Office	 	No	 	 
	8	 	SMF
    II	 	Gettysburg
    Outlet Center CMBS, LLC	 	Retail	 	Yes	 	 
	9	 	JPMCB	 	HPT
    New Orleans OSS, LLC	 	Office	 	No	 	 
	10	 	RCMC	 	FAC
    Park Place One, LLC, FAC Park Place Two, LLC	 	Office	 	Yes	 	 
	10.01	 	RCMC	 	 	 	Office	 	 	 	 
	10.02	 	RCMC	 	 	 	Office	 	 	 	 
	11	 	JPMCB	 	MREF
    II Waterstone, LLC	 	Multifamily	 	No	 	 
	12	 	JPMCB	 	Proc
    GA, L.P.	 	Hotel	 	No	 	 
	13	 	RAIT	 	Eastmont
    Office Owner, LLC	 	Office	 	Yes	 	10/1/2022
	14	 	SMF
    II	 	BV
    LCP Austin Investment Group, LLC, Austin BV LCP Operating Group, LLC, BV LCP San Antonio Investment Group, LLC, San Antonio
    BV LCP Operating Group, LLC, BV LCP Dallas Investment Group, LLC, Dallas BV LCP Operating Group, LLC	 	Hotel	 	Yes	 	 
	14.01	 	SMF
    II	 	 	 	Hotel	 	 	 	 
	14.02	 	SMF
    II	 	 	 	Hotel	 	 	 	 
	14.03	 	SMF
    II	 	 	 	Hotel	 	 	 	 
	15	 	JPMCB	 	Reflections
    Property Holdings, LLC	 	Multifamily	 	Yes	 	 
	16	 	JPMCB	 	BW
    Bowling Properties LP, BW Bowling Properties LLC, BW Bowling Properties Canada Inc.	 	Retail	 	No	 	 
	16.01	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.02	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.03	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.04	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.05	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.06	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.07	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.08	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.09	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.1	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.11	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.12	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.13	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.14	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.15	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.16	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.17	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.18	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.19	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.2	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.21	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.22	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.23	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.24	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.25	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.26	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.27	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.28	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.29	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.3	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.31	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.32	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.33	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.34	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.35	 	JPMCB	 	 	 	Retail	 	 	 	 


 



    	EXH. B-45



    	 



    
 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	General
    Property Type	 	Defeasance
    Permitted	 	Final
    Maturity Date
	16.36	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.37	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.38	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.39	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.4	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.41	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.42	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.43	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.44	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.45	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.46	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.47	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.48	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.49	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.5	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.51	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.52	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.53	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.54	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.55	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.56	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.57	 	JPMCB	 	 	 	Retail	 	 	 	 
	16.58	 	JPMCB	 	 	 	Retail	 	 	 	 
	17	 	JPMCB	 	New
    Center LLC, New Center Parking LLC	 	Office	 	No	 	 
	18	 	SMF
    II	 	McKnight
    Robinson Plaza Associates, L.P.	 	Office	 	Yes	 	 
	19	 	RCMC	 	Clifton
    Park Hotel Associates, LLC	 	Hotel	 	Yes	 	 
	20	 	JPMCB	 	Cofe
    Cix North Miami, LLC	 	Industrial	 	No	 	 
	21	 	JPMCB	 	The
    Place Property Holdings, LLC	 	Multifamily	 	Yes	 	 
	22	 	JPMCB	 	1501
    East Lincoln Highway Fee, LLC	 	Retail	 	Yes	 	 
	23	 	Barclays	 	Snake
    2 Tuscaloosa Properties LLC, Woody 8 Sacramento Properties LLC, Wen Colorado Properties LLC, Megan CMV Colorado Springs LLC,
    Snake 3 Portland Properties LLC, Dragon 10 Great Bend Properties LLC, Snake One Troy Properties LLC, Dragon 6 Meridian Properties,
    LLC, Genevieve Las Vegas Properties, LLC, Tiger 8 Las Vegas Properties, LLC, NB Las Vegas Properties, LLC, Dragon One Xenia
    Properties, LLC, MGCN Pittsburgh CP LLC, Dragon 5 Mitchell Properties, LLC, Tiger 10 Oshkosh BK LLC	 	Retail	 	Yes	 	 
	23.01	 	Barclays	 	 	 	Retail	 	 	 	 	 
	23.02	 	Barclays	 	 	 	Retail	 	 	 	 	 
	23.03	 	Barclays	 	 	 	Retail	 	 	 	 	 
	23.04	 	Barclays	 	 	 	Retail	 	 	 	 	 
	23.05	 	Barclays	 	 	 	Retail	 	 	 	 	 
	23.06	 	Barclays	 	 	 	Retail	 	 	 	 	 
	23.07	 	Barclays	 	 	 	Retail	 	 	 	 	 
	23.08	 	Barclays	 	 	 	Retail	 	 	 	 	 
	23.09	 	Barclays	 	 	 	Retail	 	 	 	 	 
	23.1	 	Barclays	 	 	 	Retail	 	 	 	 	 
	23.11	 	Barclays	 	 	 	Retail	 	 	 	 	 
	23.12	 	Barclays	 	 	 	Retail	 	 	 	 	 
	23.13	 	Barclays	 	 	 	Retail	 	 	 	 	 
	23.14	 	Barclays	 	 	 	Retail	 	 	 	 	 
	23.15	 	Barclays	 	 	 	Retail	 	 	 	 	 
	24	 	Barclays	 	Oakland
    Hills Square, LLC	 	Multifamily	 	Yes	 	 	 
	25	 	MC-Five
    Mile	 	Apartment
    Investments Associates IV L.P., Walnut Capital Partners-Forbes Tenant, LLC, Walnut Capital Partners-Wightman Tenant, LLC	 	Multifamily	 	Yes	 	 	 


 



    	EXH. B-46



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	General
    Property Type	 	Defeasance
    Permitted	 	Final
    Maturity Date
	25.01	 	MC-Five
    Mile	 	 	 	Multifamily	 	 	 	 	 
	25.02	 	MC-Five
    Mile	 	 	 	Multifamily	 	 	 	 	 
	25.03	 	MC-Five
    Mile	 	 	 	Multifamily	 	 	 	 	 
	26	 	JPMCB	 	Town
    and Country Group LLC	 	Retail	 	No	 	 	 
	27	 	MC-Five
    Mile	 	Premiere
    Place Shopping Center, LLC	 	Retail	 	Yes	 	 	 
	28	 	SMF
    II	 	O.B.
    Storage Cooke Road, LLC, O.B. Storage Hawthorne, LLC, O.B. Storage 10th, LLC	 	Self
    Storage	 	Yes	 	 	 
	28.01	 	SMF
    II	 	 	 	Self
    Storage	 	 	 	 	 
	28.02	 	SMF
    II	 	 	 	Self
    Storage	 	 	 	 	 
	28.03	 	SMF
    II	 	 	 	Self
    Storage	 	 	 	 	 
	29	 	SMF
    II	 	Emerson
    Pointe Retail Center, LLC	 	Retail	 	Yes	 	 	 
	30	 	MC-Five
    Mile	 	N
    & V Corporation	 	Retail	 	Yes	 	 	 
	31	 	MC-Five
    Mile	 	Wolverine
    Mustang, L.P.	 	Multifamily	 	Yes	 	 	 
	32	 	Barclays	 	Jax
    Costa (FL) LLC	 	Office	 	Yes	 	 	 
	33	 	RCMC	 	Falcon
    Gateway Property LLC	 	Retail	 	Yes	 	 	 
	34	 	Barclays	 	12300-12301
    Osborne Place, LLC	 	Multifamily	 	Yes	 	 	 
	35	 	MC-Five
    Mile	 	TX
    Eastlake LLC	 	Manufactured
    Housing	 	Yes	 	 	 
	36	 	SMF
    II	 	San
    Angelo SW Realty, LP	 	Retail	 	Yes	 	 	 
	37	 	SMF
    II	 	Route
    1 Self Storage, LLC	 	Self
    Storage	 	Yes	 	 	 
	38	 	JPMCB	 	Old
    Stage Warehouse LLC	 	Industrial	 	Yes	 	 	 
	39	 	MC-Five
    Mile	 	Mattoon
    Marketplace, LLC	 	Retail	 	Yes	 	 	 
	40	 	MC-Five
    Mile	 	LeTort
    Investments, Limited Partnership	 	Multifamily	 	Yes	 	 	 
	41	 	Barclays	 	Marquise
    Forest, LLC	 	Multifamily	 	Yes	 	 	 
	42	 	MC-Five
    Mile	 	ACI
    Freeway Crossing, LLC, McKnight Freeway Crossing, LLC, Harvin Freeway Crossing, LLC, Harvin Two Freeway Crossing, LLC, DFK
    Freeway Crossing, LLC, SFB Freeway Crossing, LLC, Faulkner Freeway Crossing, LLC	 	Retail	 	Yes	 	 	 
	43	 	JPMCB	 	Park
    at 95, LLC	 	Mixed
    Use	 	No	 	 	 
	44	 	SMF
    II	 	2901
    Euclid Avenue, LLC	 	Multifamily	 	Yes	 	 	 
	45	 	RCMC	 	Netreit
    Westminster, LLC	 	Office	 	Yes	 	 	 
	46	 	JPMCB	 	Colony
    Village Apartments, LLC	 	Multifamily	 	No	 	 	 
	47	 	Barclays	 	9510
    Van Nuys Blvd., LLC	 	Multifamily	 	Yes	 	 	 
	48	 	JPMCB	 	Guardian
    Self Storage - LA	 	Self
    Storage	 	No	 	 	 
	49	 	JPMCB	 	Tabani
    Montrose, LLC	 	Retail	 	Yes	 	 	 
	50	 	JPMCB	 	Brynn
    Marr Apartments, LLC	 	Multifamily	 	No	 	 	 
	51	 	SMF
    II	 	Watkins
    Sanford, LLC	 	Retail	 	Yes	 	 	 
	52	 	Barclays	 	1900
    Carboy LLC	 	Industrial	 	Yes	 	 	 
	53	 	SMF
    II	 	1952
    Fowl Road, LLC	 	Multifamily	 	Yes	 	 	 
	54	 	Barclays	 	Gateway
    XV, L.P.	 	Hotel	 	No	 	 	 
	55	 	Barclays	 	Heritage
    Plaza Associates, LLC	 	Retail	 	Yes	 	 	 
	56	 	Barclays	 	Gateway
    Hospitality Staunton, LLC	 	Hotel	 	No	 	 	 
	57	 	RCMC	 	IDC
    Properties, LLC	 	Mixed
    Use	 	Yes	 	 	 
	58	 	Barclays	 	APH
    Hospitality, Inc.	 	Hotel	 	Yes	 	 	 
	59	 	MC-Five
    Mile	 	JohnCort
    LLC, Conley Investments II LLC	 	Retail	 	Yes	 	 	 
	59.01	 	MC-Five
    Mile	 	 	 	Retail	 	 	 	 	 
	59.02	 	MC-Five
    Mile	 	 	 	Retail	 	 	 	 	 
	60	 	RCMC	 	44226
    10th St. West, LLC	 	Office	 	Yes	 	 	 
	61	 	SMF
    II	 	1100
    Oakwood Drive, LLC	 	Multifamily	 	Yes	 	 	 
	62	 	Barclays	 	National
    Income Properties DST V	 	Retail	 	Yes	 	 	 
	62.01	 	Barclays	 	 	 	Retail	 	 	 	 	 
	62.02	 	Barclays	 	 	 	Retail	 	 	 	 	 
	63	 	Barclays	 	Bedford
    Square Equities, LLC	 	Office	 	No	 	 	 
	64	 	Barclays	 	MVP
    Houston Saks Garage LLC	 	Mixed
    Use	 	Yes	 	 	 
	65	 	Barclays	 	916
    Deodar Street, LLC	 	Multifamily	 	Yes	 	 	 
	66	 	Barclays	 	1204-1216
    Euclid Avenue, LLC	 	Multifamily	 	Yes	 	 	 
	67	 	Barclays	 	THF
    Chippewa Ventures, L.P.	 	Retail	 	No	 	 	 


 



    	EXH. B-47



    	 



    

 


EXHIBIT B

 MORTGAGE LOAN SCHEDULE


 


JPMBB 2015-C32 - Combined


 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	General
    Property Type	 	Defeasance
    Permitted	 	Final
    Maturity Date
	68	 	Barclays	 	12638
    Cedar Avenue, LLC	 	Multifamily	 	Yes	 	 	 
	69	 	Barclays	 	4200-4206
    S. Avalon Blvd., LLC	 	Multifamily	 	Yes	 	 	 
	70	 	Barclays	 	8553
    Sepulveda Blvd., LLC	 	Multifamily	 	Yes	 	 	 
	71	 	Barclays	 	Gateway
    Hospitality Woodstock, LLC	 	Hotel	 	No	 	 	 
	72	 	Barclays	 	Petsu
    Hospitality, Inc.	 	Hotel	 	Yes	 	 	 
	73	 	MC-Five
    Mile	 	32
    Thompson St., LLC	 	Retail	 	Yes	 	 	 
	74	 	MC-Five
    Mile	 	Lake
    Erie Properties LLC	 	Manufactured
    Housing	 	Yes	 	 	 
	75	 	Barclays	 	3344
    Chapman Street, LLC	 	Multifamily	 	Yes	 	 	 
	76	 	Barclays	 	38700
    10th Street East, LLC	 	Multifamily	 	Yes	 	 	 
	77	 	Barclays	 	15050
    Parthenia Avenue, LLC	 	Multifamily	 	Yes	 	 	 
	78	 	MC-Five
    Mile	 	Tyler
    Pine Tree Shopping Center, LLC	 	Retail	 	Yes	 	 	 
	79	 	Barclays	 	144
    S. Union Place, LLC	 	Multifamily	 	Yes	 	 	 
	80	 	Barclays	 	1320
    E. Avenue Q, LLC	 	Multifamily	 	Yes	 	 	 
	81	 	Barclays	 	6707
    Camelia Avenue, LLC	 	Multifamily	 	Yes	 	 	 
	82	 	Barclays	 	2141
    Vallejo Street, LLC	 	Multifamily	 	Yes	 	 	 
	83	 	Barclays	 	147
    E Avenue 43, LLC	 	Multifamily	 	Yes	 	 	 
	84	 	Barclays	 	3410-3418
    Drew Street, LLC	 	Multifamily	 	Yes	 	 	 
	85	 	Barclays	 	3044
    Leeward Avenue, LLC	 	Multifamily	 	Yes	 	 	 
	86	 	Barclays	 	5618
    Meridian Street, LLC	 	Multifamily	 	Yes	 	 	 
	87	 	Barclays	 	839
    S. Carondelet Street, LLC	 	Multifamily	 	Yes	 	 	 
	88	 	Barclays	 	11924
    Main Street, LLC	 	Multifamily	 	Yes	 	 	 
	89	 	Barclays	 	945
    E. Avenue Q-4, LLC	 	Multifamily	 	Yes	 	 	 


 



    	EXH. B-48



    	 



    
 







EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER 


 


Wells Fargo Bank, National
Association

as Certificate Administrator


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York 10179

Attention: Kunal K. Singh


 





	 	Re:	Transfer
of JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing
Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, on
behalf of the holders of JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series
2015-C32 (the “Certificates”) in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate Balance of Class ___ Certificates
(the “Certificate”). Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


		1.	Check one of the following:*



 


		☐	The Purchaser is not purchasing a Class R Certificate
and the Purchaser is an institution that is an “accredited investor” (an “Institutional Accredited Investor”)
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the



 


 



 


*
Purchaser must include one of the following two certifications.


 



    	Exhibit C-1



    	 



    

 


Securities
Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity owners come within
such paragraphs and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able to bear
the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates purchased
by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to each of which
the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust Fund for any costs
incurred by it in connection with this transfer.


 


		☐	The Purchaser is a “qualified institutional buyer”
(a “QIB”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser
is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information
required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.            The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for reoffer,
resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or for resale
in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional Accredited
Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially in
the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate
Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust Fund for any costs incurred
by it in connection with the proposed transfer. The Purchaser understands that the Certificate (and any subsequent Certificate)
has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer,
resell, pledge or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


3.            The
Purchaser has reviewed the Prospectus and the Prospectus Supplement relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement
Memorandum related to such Offered Private Certificates) and the agreements and other materials referred to therein and has had
the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the
Prospectus.


 


4.            The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot
be


 



    	Exhibit C-2



    	 



    

 


reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from
such registration or qualification is available.


 


5.            The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.            The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section
5.03 of the Pooling and Servicing Agreement.


 


7.            Check
one of the following:**


 


☐           The
Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”)
Form W-9 (or successor form).


 


☐           The
Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no taxes will be required to be withheld
by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificate. The Purchaser has attached
hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable), which identifies such Purchaser
as the beneficial owner of the Certificate and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with
all appropriate attachments) or (iii)]***
two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificate
and state that interest and original issue discount on the Certificate and Permitted Investments is, or is expected to be, effectively
connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN,
IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such
other certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification
expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification
furnished by it to the Certificate Registrar.


 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S.


 





 



 





**
Each Purchaser must include one of the two alternative certifications.


 


***
Does not apply to a transfer of Class R Certificates.



 



    	Exhibit C-3



    	 



    

 


Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


8.             Please
make all payments due on the Certificates:****


 


☐            (a)           by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


Bank:____________________________________________________________________





ABA
#:___________________________________________________________________





Account
#:________________________________________________________________





Attention:_________________________________________________________________









 


☐            (b)          
by mailing a check or draft to the following address:


__________________________________________________________________________


 


__________________________________________________________________________


 


__________________________________________________________________________







             


9.             If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a non-U.S. Person.


	 	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 









 


 



 


****Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance or
Notional Amount, as applicable, of at least U.S. $5,000,000.


 






    	Exhibit C-4



    	 



    

 


EXHIBIT D-1


 


Form
of Transferee Affidavit


 


[Date]


 


Wells Fargo Bank, National
Association

as Certificate Registrar


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32


 





	 	Re:	JPMBB
Commercial Mortgage Securities Trust 2015-C32 Commercial Mortgage Pass-Through Certificates, Series 2015-C32 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
October 1, 2015, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor



 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 



    


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.            I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.            The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.            The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the
Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency
or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject
to tax and, except


 



    	Exhibit D-1-1



    	 



    

 


for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any organization (other
than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter
1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions
(as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives
described in Section 521 of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code, (v) an “electing large partnership”, as defined in Section 775 of the Code and (vi) any other Person so designated
by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate
Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class
R Certificate by such Person may cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding
or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate
to such Person. The terms “United States,” “State” and “international organization” shall have
the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.            The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.            The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.            No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.            The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.            Check
the applicable paragraph:


 


☐           The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)           the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)          the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)         the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 






    	Exhibit D-1-2



    	 



    

 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but
the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code
if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will
compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed
using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer
and the compounding period used by the Purchaser.


 


☐           The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)           the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)          at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)         the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury
Regulations Section 1.860E-1(c)(5); and


 


(iv)         the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐           None
of the above.


 


9.            The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.          The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.          The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






    	Exhibit D-1-3



    	 



    

 


12.          The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.          The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.          The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.          The
Purchaser consents to the designation of the Certificate Administrator as the agent of the “tax matters person” of
each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF,
the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.





	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	Exhibit D-1-4



    	 



    

 


On this ____ day of
_______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn,
personally appeared ______________________ and ________________________, known or proved to me to be the same persons who executed
the foregoing instrument and to be _____________________________ and ___________________________, respectively, of the Purchaser,
and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act and deed of the
Purchaser.


 





	 	 
	 	NOTARY PUBLIC in and for the

State of _______________



              


[SEAL]


 


My Commission expires:




	 	 



     



    	Exhibit D-1-5



    	 



    



 



EXHIBIT D-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


Wells Fargo Bank, National
Association

as Certificate Registrar 


Sixth Street and Marquette Avenue 


Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32


 


Re:          JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32 (the “Certificates”)          


 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
October 1, 2015 (the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Senior Trust Advisor. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:


 


(1)          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)          The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue
to be liable


 


    	Exhibit D-2-1



    	 



    

 


for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.




 


	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    	Exhibit D-2-2



    	 



    

 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	
         

	 	 	 
	 	[Master Servicer]
	
         


	 	[Special Servicer]	 
	 	Loan No.:	 
	Custodian
	 
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	1055 10th Avenue SE

Minneapolis, MN 55414

Attention:  Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32
	 	 	 
	 	Custodian/Trustee Mortgage File No.:	
         

         

	Depositor
	 	Name:	J.P. Morgan Chase Commercial Mortgage Securities Corp.
	 	 	 
	 	Address:	
        383 Madison Avenue, 31st Floor, New York, New York 10179, Attention:
        Kunal K. Singh
        

         

	 	 	 
	 	Certificates:	JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of JPMBB Commercial
Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, 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 October 1, 2015, by and among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, Wells Fargo Bank,


 


    	Exhibit E-1



    	 



    

 


National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Senior Trust Advisor (the “Pooling and Servicing Agreement”).


 


(  )                    ___________________________


 


(  )                    ___________________________


 


(  )                    ___________________________


 


(  )                    ___________________________


 


The undersigned [Master
Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)          The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)          The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)          The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Certificate Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 


	 	[______________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Date: ____________	 	 



 



    	Exhibit E-2



    	 



    

 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES






 


Wells Fargo Bank, National Association




          as
Certificate Administrator

Sixth Street and Marquette Avenue




Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh


 


Re:         Transfer
of JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32          


 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] initial Certificate Balance in the JPMBB Commercial Mortgage Securities
Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, Class [E][F][G][NR] Certificates issued pursuant
to that certain Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. Capitalized terms used and not
otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


1.          The
Purchaser is not and will not become (a) an employee benefit plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any
other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or
using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the
entity by such a


 


    	Exhibit F-1-1



    	 



    

 


Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section
3(42) of ERISA), other than an insurance company using the assets of its “insurance company general account” (as such
term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that
would not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.          The
Purchaser understands that if the Purchaser is a Person referred to in 1(a) or (b) above, such Purchaser is required to provide
to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or
any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Initial Purchasers, the Senior Trust Advisor or the Depositor to any obligation or liability (including obligations or liabilities
under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement,
which Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Senior Trust Advisor, the Initial Purchasers or the Trust Fund.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 


	 	Very truly yours,
	 	 
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Date: ____________	 	 



 



    	Exhibit F-1-2



    	 



    


 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding CLASS R AND CLASS Z CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Administrator




Sixth Street and Marquette Avenue




Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32 


 


[Transferor] 


[______] 


[______] 


Attention: [______]


 


Re:          JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32          


 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the JPMBB Commercial Mortgage Securities Trust
2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, Class [R][Z] Certificates (the “Class [R][Z]
Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust
Advisor. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the Class [R][Z] Certificate, the Purchaser
is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that
is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any such Plan or
using the assets of a Plan to purchase such Class [R][Z] Certificate.


 


    	Exhibit F-2-1



    	 



    

 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 


	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    	Exhibit F-2-2



    	 



    


 


EXHIBIT G


 


FORM OF STATEMENT TO CERTIFICATEHOLDERS



See Annex B to the Prospectus Supplement



 



    	Exhibit G-1



    	 



    


 


EXHIBIT H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse,
representation or warranty, express or implied, unto “Wilmington Trust, National Association, as Trustee for the registered
holders of JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32”
(the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attn: CMBS Trustee
– JPMBB 2015-C32, its successors and assigns, all right, title and interest of the Assignor in and to:


 


That certain mortgage
and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument
(the “Security Instrument”), and that certain Promissory Note (the “Mortgage Note”), for
each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment
of leases and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral,
insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and
any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the
Mortgage Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related
to the Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF, the
Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 


	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Exhibit H-1



    	 



    

 


EXHIBIT I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar




Sixth Street and Marquette Avenue




Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32


 


Re:          JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, Class [__]          


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 

 


 

*          Select appropriate depository.


 


    	Exhibit I-1



    	 



    

 


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Senior Trust
Advisor, the Master Servicer, the Special Servicer and the Initial Purchasers.




	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: ____________	 	 
	 	 	 
	cc: J. P. Morgan Chase Commercial Mortgage Securities Corp.	 




 

 



 

**          Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation
S.

 



    	Exhibit I-2



    	 



    

 


EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar




Sixth Street and Marquette Avenue




Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32


 


Re:          JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, Class [__]          


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 


    	Exhibit J-1



    	 



    

 


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)           no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Senior Trust
Advisor, the Master Servicer, the Special Servicer and the Initial Purchasers.




	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: ____________	 	 
	 	 	 
	cc: J. P. Morgan Chase Commercial Mortgage Securities Corp.	 


 

 




*          Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.

 



    	Exhibit J-2



    	 



    

 


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar




Sixth Street and Marquette Avenue




Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32


 





	 	Re:	JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, Class [__]



  


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such
Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 

 



 

*          Select appropriate depository.

 


    	Exhibit K-1



    	 



    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Senior Trust
Advisor, the Master Servicer, the Special Servicer and the Initial Purchasers.




	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: ____________	 	 
	 	 	 
	cc: J. P. Morgan Chase Commercial Mortgage Securities Corp.	 


 



    	Exhibit K-2



    	 



    

 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar




Sixth Street and Marquette Avenue




Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32


 


Re:          JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the
Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we


 



 



 

*          Select, as applicable.

 


    	Exhibit L-1



    	 



    

 


irrevocably authorize you to produce
this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Senior Trust Advisor and the Initial Purchasers. 


	 	 	 
	 	Dated: ________________
	 	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 



    	Exhibit L-2



    	 



    


 


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar




Sixth Street and Marquette Avenue




Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32


 





	 	Re:	JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, Class [__]



   


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States;


 


 



 

*          Select appropriate depository.

 



    	Exhibit M-1



    	 



    

 


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Senior Trust Advisor and the Initial Purchasers.


	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated: ____________	 	 
	 	 	 
	cc: J. P. Morgan Chase Commercial Mortgage Securities Corp.	 


 


 



 

**          Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation
S.

 




    	Exhibit M-2



    	 



    

 



EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,



as Certificate Registrar 


Sixth Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32


 




	Re: 	JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, Class [__]     






 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the
offer of the Certificates was not made to a person in the United States,


 



    	 	Exhibit N-1	 



     


    

 


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Senior Trust Advisor and the Initial Purchasers.




		
	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:
	 	 	 




Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage 

Securities
Corp.


 





 



*    Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    	 	Exhibit N-2	 



     


    


 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,




as Certificate Registrar 

Sixth Street and Marquette Avenue 


Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32


 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial
Mortgage Pass-Through Certificates, Series 2015-C32, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we


 



    	 	Exhibit O-1	 



     


    

 


irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Senior Trust Advisor and the Initial Purchasers.






		
	 	 
	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:


 


Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage 

Securities
Corp.


 




    	 	Exhibit O-2	 



     


    

 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32


 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial
Mortgage Pass-Through Certificates, Series 2015-C32



 


In accordance with
the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the final Prospectus Supplement and the Prospectus.


 


4.          The
undersigned is not a Borrower Party.


 


5.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers,


 



    	Exhibit P-1A-1



    	 



    

 


directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such information confidential shall expire one year following the date that the undersigned receives such information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Senior Trust Advisor,
the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to
any such breach by the undersigned or any of its Representatives.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.




 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 




    	Exhibit P-1A-2



    	 



    

 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class 

Certificateholder)


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086-120, 550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: JPMBB 2015-C32 Asset Manager

        	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities 

Trust Series 2015-C32
	 	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer	 	
        Wells Fargo Bank, National
        Association,

        Sixth Street
and Marquette Avenue

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32

       
	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMBB 2015-C32	 	LNR Partners, LLC


1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Thomas F. Nealon, Esq., Steven


       A. Rivers, Esq. and Job Warshaw






 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial
Mortgage Pass-Through Certificates, Series 2015-C32



 


In accordance with
the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.          The
undersigned has received a copy of the final Prospectus Supplement and the Prospectus.


 


3.          The
undersigned is not a Borrower Party.


 



    	Exhibit P-1B-1



    	 



    

 


4.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such information confidential shall expire one year following the date that the undersigned receives such information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Senior Trust Advisor,
the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to
any such breach by the undersigned or any of its Representatives.


 


6.          At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.          [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered
mail, postage prepaid].


 


9.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 



    	Exhibit P-1B-2



    	 



    

 


 


 


          BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 




    	Exhibit P-1B-3



    	 



    


 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32




 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMBB 2015-C32 Asset Manager


 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial
Mortgage Pass-Through Certificates, Series 2015-C32



 


In accordance with
the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.          The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the final Prospectus Supplement and the Prospectus.


 


4.          The
undersigned is a Borrower Party.


 


5.          The
undersigned is requesting access to the Statement to Certificateholders pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Statement to Certificateholders, or the access thereto, the undersigned will keep the
Statement to Certificateholders confidential (except from such outside persons as are


 



    	Exhibit P-1C-1



    	 



    

 


assisting it in making an evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities
or agencies to which the undersigned is subject), and such Statement to Certificateholders will not, without the prior written
consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided,
however, that the obligations of the undersigned to keep any such Statement to Certificateholders confidential shall expire
one year following the date that the undersigned receives such Statement to Certificateholders (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Statement to Certificateholders in any manner which could result in a violation
of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange
Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the
Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Senior Trust Advisor,
the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to
any such breach by the undersigned or any of its Representatives.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Statement to Certificateholders
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement. 


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 




    	Exhibit P-1C-2



    	 



    


 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class 

Certificateholder)


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086-120, 550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: JPMBB 2015-C32 Asset Manager

        	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32
	 	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer	 	
        Wells Fargo Bank, National
        Association,

        Sixth Street
and Marquette Avenue

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32

        
	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMBB 2015-C32	 	LNR Partners, LLC


1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Thomas F. Nealon, Esq., Steven


       A. Rivers, Esq. and Job Warshaw






 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial
Mortgage Pass-Through Certificates, Series 2015-C32



 


In accordance with
the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”), by
and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.          The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 






    	Exhibit P-1D-1



    	 



    

 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.          The
undersigned has received a copy of the final Prospectus Supplement and the Prospectus.


 


4.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such information confidential
shall expire one year following the date that the undersigned receives such information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Senior Trust Advisor,
the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to
any such breach by the undersigned or any of its Representatives.


 


7.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliate involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient


 



    	Exhibit P-1D-2



    	 



    

 


internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.          The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.        Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 



    	Exhibit P-1D-3



    	 



    


 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER]


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086-120, 550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: JPMBB 2015-C32 Asset Manager

       	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities 

Trust Series 2015-C32
	 	 	 
	
        Pentalpha Surveillance LLC

        375 N. French
Road, Suite 100

        Amherst, New
York 14228

        Attention: Don
Simon, Chief Operating Officer

        	 	
        Wells Fargo Bank, National
        Association,

        Sixth Street
and Marquette Avenue

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities 

Trust Series 2015-C32


	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMBB 2015-C32	 	LNR Partners, LLC


1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Thomas F. Nealon, Esq., Steven

       A. Rivers, Esq. and Job
Warshaw







 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial
Mortgage Pass-Through Certificates, Series 2015-C32



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2015-C32 REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION
3.36(a) OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.15(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 






    	Exhibit P-1E-1



    	 



    

 


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.          Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such information confidential
shall expire one year following the date that the undersigned receives such information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.          The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


5.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Senior Trust Advisor,
the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to
any such breach by the undersigned or any of its Representatives.


 


6.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide


 



    	Exhibit P-1E-2



    	 



    

 


any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliate involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


7.          The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


9.          The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.15(b) of
the Pooling and Servicing Agreement.


 


10.          The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 



    	Exhibit P-1E-3



    	 



    


		
	 	 	 
	 	[Directing Certificateholder][Holder of the majority 

of the Controlling Class][Controlling Class 

Certificateholder]
	 	 	 
		By:	 
	 	 	Name:

Title:


 


Dated: _______


 cc: J.P. Morgan Chase Commercial Mortgage


 Securities Corp.


 




    	Exhibit P-1E-4



    	 



    


 


EXHIBIT P-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO 

CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        JPMBB Commercial Mortgage Securities Trust Series 2015-C32

        cts.cmbs.bond.admin@wellsfargo.com

         

        with a copy to: 

         

        Wells Fargo Bank, National
        Association,

        8480 Stagecoach
Circle

Frederick, Maryland 21701-4747

        Attention: JPMBB Commercial Mortgage Securities
Trust Series 2015-C32

        


 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial
Mortgage Pass-Through Certificates, Series 2015-C32



 


In accordance with Section 3.15(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.          The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):




 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.          The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the JPMBB


 



    	Exhibit P-1F-1



    	 



    

 


Commercial Mortgage Securities Trust 2015-C32 securitization should be revoked as to such users:


 


                                                            


 


                                                            


 


                                                            


 


                                                            


 


4.          The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has
delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





 




		
	 	 	 
	 	[Directing Certificateholder][Holder of the majority 

of the Controlling Class][Controlling Class 

Certificateholder]
	 	 	 
		By:	 
	 	 	Name:

Title:


 


 


Dated: _______


 cc: J.P. Morgan Chase Commercial Mortgage


 Securities Corp.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 

		
	Name:

Title:


 




    	Exhibit P-1F-2



    	 



    


 


EXHIBIT P-1G


 



Form
of Certification of the Directing Certificateholder


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086-120, 550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: JPMBB 2015-C32 Asset Manager

        	 	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32
	 	 	 
	
        Pentalpha Surveillance LLC

        375 N. French
Road, Suite 100

        Amherst, New
York 14228

        Attention: Don
Simon, Chief Operating Officer

         
	 	
        Wells Fargo Bank, National
        Association,

        Sixth Street
and Marquette Avenue

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32

        
	 	 	 
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMBB 2015-C32	 	LNR Partners, LLC


1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Thomas F. Nealon, Esq., Steven


       A. Rivers, Esq. and Job Warshaw






 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial
Mortgage Pass-Through Certificates, Series 2015-C32



 


In accordance with
Section 3.28(a) of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.          The
undersigned is not a Borrower Party.


 


3.          If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.         [For
use with any party other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy
of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 



    	Exhibit P-1G-1



    	 



    

 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 




		
	 	 	 
	 	


[Directing Certificateholder]



	 	 	 
		By:	 
	 	 	Name:

Title:
	 	 	 




Dated: _______


 cc: J.P. Morgan Chase Commercial Mortgage

Securities Corp


 



    	Exhibit P-1G-2



    	 



    



 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


	Attention:	Corporate Trust Services (CMBS), JPMBB Commercial Mortgage
Securities Trust 2015-C32, Commercial Mortgage Pass Through Certificates, Series 2015-C32



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015
(the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Senior Trust Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor
to provide ratings on the Certificates; or



 


		2.	The undersigned, a Nationally Recognized Statistical Rating
Organization (“NRSRO”);



 


a.          has
provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.          has
access to the Depositor’s 17g-5 website; and


 


c.         
agrees that any confidentiality agreement applicable to the undersigned with respect to information obtained from the Depositor’s
17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider’s Website.


 


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 




    	Exhibit P-2-1



    	 



    


 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


	Attention:	Corporate Trust Services (CMBS), JPMBB Commercial Mortgage
Securities Trust 2015-C32, Commercial Mortgage Pass Through Certificates, Series 2015-C32



 


This Certification has been prepared
for provision of information to the market data providers 

listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a 

Market Data Provider not listed herein and would like access to the information, please contact 

CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.






 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2015
(the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Senior Trust Advisor, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg L.P.,
Intex Solutions, Inc., Trepp, LLC, BlackRock Financial Management Inc., Interactive Data Corporation, CMBS.com, Inc., Markit or
Thompson Reuters, a market data provider that has been given access to the Statements to Certificateholders, CREFC®
Reports and supplemental notices on www.ctslink.com (“CTSLink”) by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink,
the undersigned is deemed to have recertified that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision
to it of information and/or reports on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make
such information available to any other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of
this agreement by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Senior Trust Advisor and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.



 



    	Exhibit P-3-1



    	 



    

 


		5.	Capitalized terms used but not defined herein shall have
the respective meanings assigned thereto in the Pooling and Servicing Agreement.



   


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.          


 




    	Exhibit P-3-2



    	 



    

 


EXHIBIT Q



CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


	Re:	JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial
Mortgage Pass-Through Certificates, Series 2015-C32



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, the undersigned, as Custodian,
hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian has, subject
to Section 2.02(e) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of the
Pooling and Servicing Agreement and has determined that (i) all documents specified in clauses (i) through (v), (ix) through (xiii),
(xv) and (xvi) (or, with respect to clause (xvi), a copy of such letter of credit and the required officer’s certificate),
if any, of the definition of “Mortgage File,” as applicable, with respect to the Mortgage Loans are in its possession,
(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian
on its behalf and appear regular on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based on
such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to
the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement. 




		
	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION,
 as Custodian
	 	 	 
		By:	 
	 	 	Name:

Title:


 






    	Exhibit Q-1



    	 



    

  


SCHEDULE A




 


	J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

31st Floor

New York, New York  10179	 	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina  28202

Attention:  JPMBB 2015-C32 Asset Manager

Telecopy Number:  (704) 715-0036
	 	 	 
	
        Kroll Bond Rating Agency, Inc.

        845 Third Avenue, 4th Floor

        New York, New York 10022

        Attention: CMBS Surveillance

         Facsimile No.: (646) 731-2395

         
	 	LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 3319

Attention:  Thomas F. Nealon, Esq., Carolos R. Piñeiro, Esq., and Job Warshaw

Telecopy number:  (305) 695-5601
	 	 	 
	
        DBRS, Inc.

         333 West Wacker Drive, Suite 1800

         Chicago, Illinois 60606

         Attention: Commercial Mortgage Surveillance

         Facsimile No.: (312) 332-3492

         Email: cmbs.surveillance@dbrs.com

        	 	[DIRECTING CERTIFICATEHOLDER NOTICE ADDRESS]
	 	 	 
	
        Moody’s Investors Service, Inc. 

        7 World Trade Center

        250 Greenwich Street

        New York, New York 10007

        Attention: Commercial Mortgage Surveillance Group

        E-mail: CMBSSurveillance@moodys.com

        	 	[APPLICABLE MORTGAGE LOAN SELLER’S NOTICE ADDRESS]
	 	 	 
	
        Fitch Ratings, Inc.

        One State Street Plaza

        New York, New York 10004

        Attention: Commercial Mortgage Backed Securities Surveillance

        Facsimile No.: (212) 635-0295

         E-mail: info.cmbs@fitchratings.com

        	 	 
	 	 	 







    	Exhibit Q-2



    	 



    

 


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER 


 


RECORDING REQUESTED BY:




 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMBB 2015-C32 Asset Manager

Telecopy Number: (704) 715-0036



 


	 	SPACE ABOVE THIS LINE FOR RECORDER’S USE






  


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National
Association, a national banking association, incorporated and existing under the laws of the United States, having its usual place
of business at 1100 North Market Street, Wilmington, Delaware 19890, as trustee (the “Trustee”), pursuant to
that Pooling and Servicing Agreement dated as of October 1, 2015 (the “Agreement”), by and among J.P. Morgan
Chase Commercial Mortgage Securities Corp., as the depositor, Wells Fargo Bank, National Association, as master servicer (in such
capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association,
as certificate administrator, the Trustee and Pentalpha Surveillance LLC, as senior trust advisor, hereby constitutes and appoints
the Master Servicer, by and through the Master Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Master Servicer and all properties (“Mortgaged Properties”) administered by
the Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect
to the Mortgage Loans and Mortgaged Properties; provided, however, that the documents described below may only be
executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms
used herein and not otherwise defined herein have the meanings set forth in the Agreement.




 


		1.	The endorsement on behalf of the Trustee of all checks,
drafts and/or other negotiable instruments made payable to the Trustee and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed
of trust, where said modification or re-recording is solely for the purpose of correcting the Mortgage or deed of trust to conform
same to the original intent of the parties thereto or to correct title errors discovered after such title insurance was issued;
provided that (i) said modification or re-recording, in either



 



    	Exhibit R-1-1



    	 



    

 


              instance, does
not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the
Agreement.




 


		3.	The subordination of the lien of a Mortgage or deed of
trust to an easement in favor of a public utility company of a government agency or unit with powers of eminent domain; this section
shall include, without limitation, the execution of partial satisfactions/releases, partial reconveyances or the execution or
requests to trustees to accomplish same.



 


		4.	The conveyance of the properties to the mortgage insurer,
or the closing of the title to the property to be acquired as real estate owned, or conveyance of title to real estate owned.




 


		5.	The completion of loan assumption agreements.




 


		6.	The full satisfaction/release of a Mortgage or deed of
trust or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation, cancellation of
the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the
related Mortgage Note, in connection with the repurchase of the mortgage loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon
payment and discharge of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation,
the assignment of the related Mortgage Note.



 


		9.	The full enforcement of and preservation of the Trustee’s
interests in the Mortgage Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including but not limited
to, foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or the
termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions
or proceedings with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, and
the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any and
all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of
trust, in accordance with state law and the deed of trust;



 


		b.	the preparation and issuance of statements of breach or
non-performance;



 


		c.	the preparation and filing of notices of default and/or
notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or
notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



 



    	Exhibit R-1-2



    	 



    

 


		f.	the filing, prosecution and defense of claims, and to
appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all
other documents necessary to initiate, prosecute and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable,
of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in quiet title
actions; and



 


		i.	the preparation and execution of such other documents
and performance of such other actions as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
complete said transactions in paragraphs 9.a. through 9.h. above.



  


		10.	With respect to the sale of property acquired through
a foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing
the transfer of title of the property to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer
of property.



 


		11.	The modification or amendment of escrow agreements established
for repairs to the Mortgaged Property or reserves for replacement of personal property.




 


		12.	The execution and delivery of the following:




 


		a.	any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the Mortgage, deed of trust or other security document
in the related Mortgage File or the related Mortgaged Property and other related collateral;









 


		b.	any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions,
extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured
by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower,
consents to and monitoring of the application of any proceeds of insurance policies or



 



    	Exhibit R-1-3



    	 



    

 


condemnation
awards to the restoration of the related Mortgaged Property or otherwise, documents relating to the management, operation, maintenance,
repair, leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with respect
to modifications of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers),
documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under
the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with
respect to the Mortgaged Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure
any Mortgage Loan and any other consents.





  


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


  


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


  


Solely to the extent that the Master Servicer has the power
to delegate its rights or obligations under the Agreement, the Master Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority than that held by the Master Servicer.


  


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Master Servicer
receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Master Servicer
shall promptly forward a copy of same to the Trustee.


  


This limited power of attorney is not intended to extend the
powers granted to the Master Servicer under the Agreement or to allow the Master Servicer to take any action with respect to Mortgages,
deeds of trust or Mortgage Notes not authorized by the Agreement.


  


The Master Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or


 



    	Exhibit R-1-4



    	 



    

 


nature whatsoever incurred by reason
or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Master Servicer. The foregoing
indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal
of the Trustee under the Agreement.


  


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


  


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


  


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for JPMBB Commercial Mortgage Securities Trust 2015-C32, has caused its corporate seal to be hereto affixed and these
presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of
____________.









		
	 	 	 
	 	 Wilmington Trust, National Association,


as Trustee for JPMBB Commercial Mortgage Securities Trust


2015-C32



	 	 	 
		By:	 
	 	 	Name:

Title:
	 	 	 
	 	 Prepared by:
	 	 	 
	 	 	Name:




 


Witness: 


	 	 	 









 

Witness:


	 	 	 








 



    	Exhibit R-1-5



    	 



    

 


 


State of Delaware}


 


County of ____} 


          On
________________________, before me, _________________________________Notary Public, personally appeared ___________________________,
who proved to me on the basis of 


satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her
signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


  


I certify under PENALTY OF PERJURY under the laws of the State
of Delaware that the foregoing paragraph is true and correct.


Witness my hand and official seal.


 





	 	 	 





 Notary signature


  






    	Exhibit R-1-6



    	 



    

 





EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE


FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


LNR Partners, LLC 


1601 Washington Avenue, Suite 700 


Miami Beach, Florida 33139 


Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq.,
and Job Warshaw 


Telecopy Number: (305) 695-5601


  








	 	SPACE ABOVE THIS LINE FOR RECORDER’S
USE



 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National
Association, a national banking association, incorporated and existing under the laws of the United States, having its usual place
of business at 1100 North Market Street, Wilmington, Delaware 19890, as trustee (the “Trustee”) pursuant to
that Pooling and Servicing Agreement dated as of October 1, 2015 (the “Agreement”), by and among J.P. Morgan
Chase Commercial Mortgage Securities Corp., as the depositor, Wells Fargo Bank, National Association, as master servicer, LNR
Partners, LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as certificate
administrator, the Trustee and Pentalpha Surveillance LLC, as senior trust advisor, relating to the JPMBB Commercial Mortgage
Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32, hereby constitutes and appoints the
Special Servicer, by and through the Special Servicer’s officers and authorized employees, the Trustee’s true and
lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with
all mortgage loans (the “Mortgage Loans”) serviced by the Special Servicer and all properties (“REO
Properties”) administered by the Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or
by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items 1 through 13 below with respect to the Mortgage Loans and REO Properties; provided however, that the documents
described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under
the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement. 


 


		1.	The endorsement on behalf of the Trustee of all checks,
drafts and/or other negotiable instruments made payable to the Trustee and to draw upon, replace, substitute, release or amend
letters of credit standing as collateral securing any Mortgage Loan.






 


		2.	The modification or re-recording of a Mortgage or deed
of trust, where said modification or re-recording is solely for the purpose of correcting such Mortgage or deed of trust to conform
same to the original intent of the parties thereto or to correct title errors discovered after such 









 



    	Exhibit R-2-1



    	 



    

 





			title insurance was issued;
provided that said modification or re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage or
deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.





 





		3.	The subordination of the lien of a Mortgage or deed of
trust to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain; this section
shall include, without limitation, the execution of partial satisfactions/releases, partial reconveyances or the execution or
requests to trustees to accomplish same.



 


		4.	The conveyance of any property to the mortgage insurer,
or the closing of title to any mortgaged property (a “Mortgaged Property”) to be acquired as REO Property,
or conveyance of title to any REO Property.



 


		5.	The completion of loan assumption agreements and transfers
of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or full conveyance
upon payment and discharge of all sums secured thereby, including, without limitation, cancellation of the related promissory
note.



  


		7.	The assignment of any Mortgage and the related promissory
note and other loan documents, in connection with the purchase or repurchase of the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage upon payment and discharge
of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the
related promissory note and other loan documents.



 


		9.	The full enforcement of and preservation of the Trustee’s
interests in any Mortgage or the related promissory note, and in the proceeds thereof, by way of, including but not limited to,
taking title to any Mortgaged Property on behalf of the Trust, foreclosure, the taking of a deed-in-lieu of foreclosure, or the
completion of judicial or non-judicial foreclosure and/or any related litigation, including without limitation, guaranty or receivership
litigation, or litigation on the note, or the termination, cancellation or rescission of any such foreclosure, the initiation,
prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or rescission
of any such eviction actions or proceedings, the initiation or defense of any litigation related to the ownership of any REO Property,
and the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any
and all of the following acts:



   


		a.	the substitution of trustee(s) serving under a deed
of trust, in accordance with state law and such deed of trust;



 


		b.	the preparation and issuance of statements of breach
or non-performance;



 


		c.	the preparation and filing of notices of default and/or
notices of sale;









    	Exhibit R-2-2



    	 



    




 


		d.	the cancellation/rescission of notices of default and/or
notices of sale;







 


		e.	the filing, prosecution and defense of claims, and
the appearance on behalf of the Trustee, in bankruptcy cases affecting any Mortgage or the related promissory note;




  


		f.	the preparation and service of notices to quit and
all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;




  


		g.	the tendering, filing, prosecution and defense, as
applicable, of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in
quiet title actions;



 


		h.	the creation of a wholly-owned entity of the Trust
for purposes of holding foreclosed property; and




  


		i.	the preparation and execution of such other documents
and the performance of such other actions as may be necessary under the terms of the Mortgage or state law to expeditiously
complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through
a foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution of the following documentation:



 


		a.	listing agreements;




  


		b.	purchase and sale agreements;




  


		c.	grant/warranty/quit claim deeds or any other deed causing
the transfer of title of the property to a party contracted to purchase same;







 


		d.	escrow instructions; and




  


		e.	any and all documents necessary to effect the transfer
of property.



  


		11.	The modification or amendment of escrow agreements established
for repairs to the Mortgaged Property or reserves for replacement of personal property.



  


		12.	Execute and/or file such documents and take such other
action as is proper and necessary to defend the Trustee, solely in its capacity as Trustee, in litigation and to resolve such
litigation, provided that such resolution shall not include any admission of fault or wrongdoing by the Trustee or, without the
Trustee’s consent, subject the Trustee to any form of injunctive relief.



  


		13.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the Mortgage or other security



 



    	Exhibit R-2-3



    	 



    

 


document
in the related Mortgage File or the related Mortgaged Property and other related collateral;


 


		b.	any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments;



  


		c.	any and all assumptions, modifications, waivers, substitutions,
extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured
by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower,
consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration
of the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation, maintenance, repair,
leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with respect to modifications
of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers) or REO Properties,
documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under
the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements, management agreements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or
zoning requirements with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral
that now secures or hereafter may secure any Mortgage Loan and any other consents; and



  


		d.	any and all documents, instruments and certifications
as are reasonably necessary to complete or accomplish the Special Servicer’s duties and responsibilities under the Agreement.



  


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


  


Solely to the extent that the Special Servicer has the power
to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the Special Servicer.


 



    	Exhibit R-2-4



    	 



    




 


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein or in the Agreement.
If the Special Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association,
then the Special Servicer shall promptly forward a copy of same to the Trustee.


  


This limited power of attorney is not intended to extend or
limit the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect
to Mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


  


The Special Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the
Trustee by reason or result of or in connection with the negligent use, or negligent or willful misuse, of this Limited Power of
Attorney by the Special Servicer, or its attorneys-in-fact, of the powers granted to it hereunder. The foregoing indemnity shall
survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee
under the Agreement.


  


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


  


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for JPMBB Commercial Mortgage Securities Trust 2015-C32, has caused its corporate seal to be hereto affixed and these
presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of
____________.


  


Wilmington Trust, National Association, 


as Trustee for JPMBB Commercial Mortgage Securities Trust 2015-C32


	 	 
	 	 By:	 
	 	 	 Name:

	 	 	 Title:
	 	 	 
	Prepared by:	 	 
	 	 	 
	 	 	 Name:



 



    	Exhibit R-2-5



    	 



    




                               


 


Witness: 





	 	 	 






  


Witness:





	 	 	 








 




    	Exhibit R-2-6



    	 



    

 


 


State of Delaware}





County of           }





On
_____________________, before me, __________________________Notary Public, personally appeared ________________________,
who proved to me on the basis                    of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged
to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person,
or the entity upon behalf of which the person acted, executed the instrument.


 







I certify under PENALTY OF PERJURY under the laws of the State
of Delaware that the foregoing paragraph is true and correct.





Witness my hand and official seal. 





	 	 	 








Notary signature


  




    	Exhibit R-2-7



    	 



    

 


EXHIBIT S


 


INITIAL COMPANION
HOLDERS 


 


	Loan	Companion
    Holder
	Civic
    Opera Building	NOTE
        A-1

        Wells
        Fargo Bank, National Association for the Holders of JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage
        Pass Through Certificates, Series 2015-C31

        NOTICE
        ADDRESS:

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        JPMBB Commercial Mortgage Securities Trust Series 2015-C31

         

	U-Haul
    Portfolio	NOTE
        A-2A, NOTE A-2B, NOTE A-3A and NOTE A-3B

         

        U.S.
        Bank National Association for the Holders of MSJP 2015-HAUL, Commercial Mortgage Pass Through Certificates, Series 2015-HAUL

         

        NOTICE
        ADDRESS:

        

        U.S. Bank National Association

        190
        South LaSalle Street, 7th Floor

        MK-IL-SL7C

        Chicago,
        Illinois 60603

        Attention:
        MSJP 2015-HAUL

        Facsimile
        number: (866) 807-8670

        NOTE
        A-1A

        Morgan
        Stanley Bank, N.A.

        NOTICE
        ADDRESS:

        Morgan
Stanley Bank, N.A. 




 


 



    	Exhibit S-1



    	 



    

 





	 	1585
        Broadway

        New York, New York 10036

        Attention: Stephen Holmes

        with
        a copy to:

        Morgan
        Stanley Bank, N.A.

        1221 Avenue of the Americas

        New York, New York 10020

        Attention: Legal Compliance Division

	First
    National Building	NOTE
        A-2

        JPMorgan
        Chase Bank, National Association

        NOTICE
        ADDRESS:

        JPMorgan
        Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Joseph E. Geoghan

        Facsimile No.: (212) 272-7047

         

        -and-

        

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Nancy Alto

        Facsimile No.: (212) 623-4779

        with
        a copy to:

        

        Cadwalader, Wickersham & Taft LLP

        200
        Liberty Street

        New
        York, NY 10281

        Attention:
        Lisa Pauquette

        Facsimile No.: (212) 504-6666

        


	One
    Shell Square	NOTE
        A-1

        Wilmington
        Trust, National Association for the Holders of JPMBB Commercial Mortgage Securities Trust 2015-C30, Commercial Mortgage
        Pass Through Certificates, Series 2015-C30



  



    	Exhibit S-2



    	 



    

  


	 	NOTICE
        ADDRESS:

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee JPMBB 2015-C30

	Brunswick
    Portfolio	NOTE
        A-1

        Wilmington
        Trust, National Association for the Holders of JPMBB Commercial Mortgage Securities Trust 2015-C30, Commercial Mortgage
        Pass Through Certificates, Series 2015-C30

        NOTICE
        ADDRESS:

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee JPMBB 2015-C30

        NOTE
        A-2-I

        Wells
        Fargo Bank, National Association for the Holders of JPMBB Commercial Mortgage Securities Trust 2015-C31, Commercial Mortgage
        Pass Through Certificates, Series 2015-C31

        NOTICE
        ADDRESS:

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        JPMBB Commercial Mortgage Securities Trust Series 2015-C31

         

	Eastmont
    Town Center	NOTE
        A-2

        Deutsche
        Bank Trust Company Americas for the Holders of CGCMT Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass Through
        Certificates, Series 2015-GC29

        NOTICE
        ADDRESS:



  



    	Exhibit S-3



    	 



    

 





 


	 	Deutsche
        Bank Trust Company Americas

        1761 East St. Andrew Place

        Santa Ana, CA 92705-4934

        Attention: Administration-CGCMT Commercial Mortgage Trust 2015-GC29

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        390 Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Paul Vanderslice

        Fax: (212) 723-8599

        with
        a copy to:

        Orrick,
        Herrington & Sutcliffe LLP

        51 West 52nd Street

        New York, New York 10019

        Attention: Janet A. Barbiere

	Hyatt
    Place Texas Portfolio	NOTE
        A-2

        Starwood
        Mortgage Funding II LLC

        NOTICE
        ADDRESS:

        Starwood
        Mortgage Funding II LLC

        1601 Washington Avenue, Suite 800

        Miami Beach, Florida 33139

        Facsimile Number: (305) 695-5449

        Attention: Leslie K. Fairbanks, Executive Vice President

        with
        a copy to:

        

        LNR Property LLC

        1601 Washington Avenue, Suite 800

        Miami Beach, Florida 33139

        Facsimile Number: (305) 695-5449

        Attention: Vincent P. Kallaher, Senior Vice President

        with
        a copy to:







 



    	Exhibit S-4



    	 



    

 


 


	 	LNR
    Property LLC

    1601 Washington Avenue, Suite 800

    Miami Beach, Florida 33139

    Facsimile Number: (305) 695-5449

    Attention:  General Counsel
	New
    Center One Building	NOTE
        A-2

        JPMorgan
        Chase Bank, National Association

        NOTICE
        ADDRESS:

        JPMorgan
        Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Joseph E. Geoghan

        Facsimile No.: (212) 272-7047

         

        -and-

        

        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Nancy Alto

        Facsimile No.: (212) 623-4779

        with
        a copy to:

        

        Cadwalader, Wickersham & Taft LLP

        200
        Liberty Street

        New
        York, NY 10281

        Attention: Lisa Pauquette

        Facsimile No.: (212) 504-6666

         







    	Exhibit S-5



    	 



    

 


 


EXHIBIT T


 


FORM OF NOTICE RELATING
TO THE NON-SERVICED MORTGAGE LOANS


 


[Date]


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMBB 2015-C32 Asset Manager

Telecopy Number: (704) 715-0036]


 


[Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Telecopy Number: (913) 253-9001]


 


VIA FACSIMILE


 


Re:          JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32          


 


Dear [__________]:


 


[Midland Loan Services,
a Division of PNC Bank, National Association][Wells Fargo Bank, National Association], is the [master servicer][servicer] (the
“Non-Serviced Master Servicer”) for the [Civic Opera Building Whole Loan][U-Haul Portfolio Whole Loan][One Shell
Square Whole Loan][Brunswick Portfolio Whole Loan], as such term is defined under the Pooling and Servicing Agreement, dated October
1, 2015 (the “2015-C32 Pooling Agreement”) by and among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “[Civic Opera Building
Master Servicer][U-Haul Portfolio Master Servicer][One Shell Square Master Servicer] [Brunswick Portfolio Master Servicer]”),
LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”), Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance
LLC, as senior trust advisor. The Certificate Administrator hereby directs the Non-Serviced Master Servicer, as follows:


 


The Non-Serviced Master
Servicer shall remit to the [Civic Opera Building Master Servicer][U-Haul Portfolio Master Servicer][One Shell Square Master Servicer]
[Brunswick Portfolio Master Servicer] all amounts payable to, and forward, deliver or otherwise make available, as the case may
be, to the [Civic Opera Building Master Servicer][U-Haul Portfolio Master Servicer][One Shell Square Master Servicer] [Brunswick
Portfolio Master Servicer] all reports, statements, documents, communications, and other information that are to be forwarded,
delivered or otherwise made available to, the holder of the [Civic Opera Building


 



    	Exhibit T-1



    	 



    

 


Mortgage Loan][U-Haul Portfolio Mortgage Loan][One
Shell Square Mortgage Loan] [Brunswick Portfolio Mortgage Loan] (as such term is defined in the 2015-C32 Pooling Agreement) under
the [Civic Opera Building Intercreditor Agreement][U-Haul Portfolio Intercreditor Agreement][One Shell Square Intercreditor Agreement]
[Brunswick Portfolio Intercreditor Agreement] (as defined in the 2015-C32 Pooling Agreement).


 


The [Civic Opera Building
Mortgage Loan][U-Haul Portfolio Mortgage Loan][One Shell Square Mortgage Loan] [Brunswick Portfolio Mortgage Loan] [is][is not]
a Significant Obligor (as such term is defined in the 2015-C32 Pooling Agreement) under the 2015-C32 Pooling Agreement.


 


Thank you for your attention
to this matter.


 




    	Exhibit T-2



    	 



    

 


Date:          _________________________


 


	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through
Certificates, Series 2015-C32
	 	 
	 	 By:	
	 	 	[Name]
[Title]



 



    	Exhibit T-3



    	 



    










EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


To:           


	 	Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York  10007

Attention:  Commercial Mortgage Surveillance Group

E-mail:  CMBSSurveillance@moodys.com	 	DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention:  Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com
	 	Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395	 	Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention:  Commercial Mortgage Backed Securities Surveillance

Facsimile No.:  (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


From:                    Wells
Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement dated as of October
1, 2015 (the “Pooling and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Senior Trust Advisor.


 


Date:          _________,
20___


 


Re:          JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

       ____________________


 



    	Exhibit U-1



    	 



    




 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Servicer under the
Pooling and Servicing Agreement, we hereby:


 


(a)          Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____      a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____     a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b)          Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)           The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)          The
defeasance was consummated on __________, 20__.


 


(iii)         The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)         The
Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 


(v)          The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 



    	Exhibit U-2



    	 



    




 


(vi)         The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)        The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the
“Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)       The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received
in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of
receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will
not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.


 


(ix)          The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Statement
to Certificateholders received by us (the “Current Report”).


 


(x)           The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected
first priority security interest in


 



    	Exhibit U-3



    	 



    

 


the
defeasance collateral and that the documents executed in connection with the defeasance are enforceable in accordance with their
respective terms.


 


(c)          Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)          Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)          Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    	Exhibit U-4



    	 



    

 


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 








	 	[___________]
	 	 
	 	 By:	
	 	 	Name:
 Title:



 









    	Exhibit U-5



    	 



    

 


EXHIBIT V


 


FORM OF SENIOR TRUST
ADVISOR ANNUAL REPORT1


 


Report Date: After the occurrence
and during the continuance of a Control Event, this report will be delivered annually no later than [INSERT DATE], pursuant to
the terms and conditions of the Pooling and Servicing Agreement.          

Transaction: J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2015-C32          

Senior Trust Advisor: Pentalpha Surveillance LLC          

Special Servicer: LNR Partners, LLC

Directing Certificateholder: LNR Securities Holdings, LLC


 


		I.	Population of Mortgage
Loans that Were Considered in Compiling this Report



 


		1.	The Special Servicer
has notified the Senior Trust Advisor that [·] Specially Serviced Mortgage Loans
were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[·]
of those Specially Serviced Mortgage Loans are still being analyzed by the Special Servicer as part of the development of an Asset
Status Report.



 


		b.	Asset Status Reports were issued with respect to [·]
of such Specially Serviced Mortgage Loans. This report is based only on the Specially Serviced Mortgage Loans in respect of which
an Asset Status Report has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Senior Trust Advisor
(in accordance with the Senior Trust Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has
undertaken a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Mortgage
Loans in accordance with the Servicing Standard. Based on such limited review, the Senior Trust Advisor [does, does not] believe
there are material violations of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement.
In addition, the Senior Trust Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


 






 

1 This report is an indicative
report and does not reflect the final form of annual report to be used in any particular year. The Senior Trust Advisor will have
the ability to modify or alter the organization and content of any particular report, subject to the compliance with the terms
of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.


 





    	Exhibit V-1



    	 



    

 


In connection with the
assessment set forth in this report, the Senior Trust Advisor:


 


		1.	Reviewed the Asset Status
Reports, the Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special
Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction calculations and [LIST
OTHER REVIEWED INFORMATION] for the following [·] Specially Serviced Mortgage Loans:
[List applicable Mortgage Loans]



 


		2.	Consulted with the Special
Servicer as provided under the Pooling and Servicing Agreement. The Senior Trust Advisor’s analysis of the Asset Status
Reports (including related net present value calculations and Appraisal Reduction calculations) related to the Specially Serviced
Mortgage Loans should be considered a limited investigation and not be considered a full or limited audit. For instance, we did
not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer
the quantitative aspects of their net present value calculator, visit any property, visit the Special Servicer, visit the Directing
Certificateholder or interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction
calculations is limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary
portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions
of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Senior Trust Advisor
reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	During the prior year,
the Senior Trust Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related
to the following Specially Serviced Mortgage Loans: [LIST]. The Senior Trust Advisor participated in discussions and made strategic
observations and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate.
The Special Servicer [agreed with/did not agree with] the material recommendations made by the Senior Trust Advisor. Such recommendations
generally included the following: [LIST].



 


		3.	Appraisal Reduction calculations
and net present value calculations:



 


		4.	The Senior Trust Advisor
[received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the
corresponding application of the non-discretionary portions of the applicable formulas required to be utilized in connection with
any Appraisal Reduction or net present value calculations used in the special servicer’s determination of what course of
action to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan prior to the utilization by
the Special Servicer.



 



    	Exhibit V-2



    	 



    

 





		a.	The Senior Trust Advisor [agrees/does not agree] with
the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formula] required
to be utilized for such calculation.



 


		b.	After consultation with the special servicer to resolve
any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in
arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.



 


		5.	The following is a general
discussion of certain concerns raised by the Senior Trust Advisor discussed in this report: [LIST CONCERNS].



 


		6.	In addition to the other
information presented herein, the Senior Trust Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Qualifications Related
to the Work Product Undertaken and Opinions Related to this Report



 


		1.	The Senior Trust Advisor
did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s)
regarding any Specially Serviced Mortgage Loan. The Senior Trust Advisor does not have authority to speak with the Directing Certificateholder
directly. As such, the Senior Trust Advisor generally relied upon the information delivered to it by the Special Servicer as well
as its interaction with the Special Servicer, if any, in gathering the relevant information to generate this report.



 


		2.	The Special Servicer
has the legal authority and responsibility to service the Specially Serviced Mortgage Loans pursuant to the Pooling and Servicing
Agreement. The Senior Trust Advisor has no responsibility or authority to alter the standards set forth therein.



 


		3.	Confidentiality and other
contractual limitations limit the Senior Trust Advisor’s ability to outline the details or substance of the discussions
held between it and the Special Servicer regarding any Specially Serviced Mortgage Loans and certain information it reviewed in
connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant
information that the Senior Trust Advisor is given access to by the Special Servicer.



 





		4.	There are many tasks
that the Special Servicer undertakes on an on-going basis related to Specially Serviced Mortgage Loans. These include, but are
not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Senior Trust Advisor
does not participate in any discussions regarding such actions. As such, Senior Trust Advisor has not assessed the Special Servicer’s
operational compliance with respect to those types of actions.



 


		5.	The Senior Trust Advisor
is not empowered to speak with any investors directly. If the investors have questions regarding this report, they should address
such questions to the Certificate Administrator through the Certificate Administrator’s Website.



 



    	Exhibit V-3



    	 



    




 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement dated October 1, 2015.





 






    	Exhibit V-4



    	 



    

 



EXHIBIT W


 


Form
of Notice from Senior Trust Advisor Recommending Replacement of Special Servicer


 


Wilmington Trust, National Association

  as Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: JPMBB 2015-C32

Telecopy number: (302) 630-4140


 


Wells Fargo Bank, National Association

  as Certificate Administrator





9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

JPMBB Commercial Mortgage Securities Trust Series 2015-C32





Telecopy Number: (410) 715-2380


 


LNR Partners, LLC

  as Special Servicer

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq., and Job Warshaw 


Telecopy Number: (305) 695-5601


 


Re:         JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32,

Recommendation of Replacement of Special Servicer          


 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and
Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust
Advisor, on behalf of the holders of JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates,
Series 2015-C32 (the “Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used
and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 






    	Exhibit W-1



    	 



    

 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.31 of the Pooling
and Servicing Agreement, it is our assessment that LNR Partners, LLC, in its current capacity as Special Servicer, is not [performing
its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors
support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that LNR Partners, LLC be removed as Special Servicer and that [________] be appointed its successor
in such capacity.








	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 
	 	 	[The
    Senior Trust Advisor]
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	Dated:	 	 



 







    	Exhibit W-2



    	 



    


 


EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMBB 2015-C32 Asset Manager

Telecopy Number: (704) 715-0036


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 3319

Attention: Thomas F. Nealon, Esq., Carolos R. Piñeiro, Esq., and Job Warshaw

Telecopy number: (305) 695-5601


 


Re:         Access
to Certain Information Regarding JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates,
Series 2015-C32          


 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing Agreement”), among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor. Defined terms used herein and not otherwise defined
shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells Fargo Bank, National Association
(“Wells Fargo”)/LNR Partners, LLC (“LNR Partners”)] understands that [____] (the “Company”)
is requesting certain confidential or non-public information relating to the Mortgage Loans to which the Company has continuing
rights as a Certificateholder. The Company is requesting such information for the purpose of analyzing asset performance and evaluating
any continuing rights the Company may have under the Trust (the “Permitted Purpose”). The Company agrees that
the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined below) in any manner
that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


[Wells Fargo/LNR Partners] will provide
the Company with certain confidential, non-public servicing information (the “Confidential Information”) pertaining
to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential Information
(a) includes or may be based upon information provided to [Wells Fargo/LNR Partners] by third parties, (b) may not have
been verified by [Wells Fargo/LNR Partners], and


 



    	Exhibit X-1



    	 



    

 


[_____] [__], 20[__]

Page 2


 


(c) may be incomplete or contain inaccuracies. The Company agrees that [Wells
Fargo/LNR Partners], the [“Master Servicer”/”Special Servicer”] (as defined in the Pooling
and Servicing Agreement) and its respective Representatives (as defined below) shall not have any liability to the Company or its
Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the
Confidential Information, or (z) [Wells Fargo/LNR Partners]’s failure or inability to provide the Confidential Information
to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential Information”
for purposes of this letter agreement: (a) information that was already in Company’s possession prior to its receipt
from [Wells Fargo/LNR Partners]; (b) information that is obtained by Company from a third person who, insofar as is known
to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to [Wells
Fargo/LNR Partners]; (c) information that is or becomes publicly available through no fault of Company; and (d) information
that is independently developed by Company. The term “Representatives” with respect to any entity shall mean the officers,
directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that
entity.


 


The Company may have access to the Confidential
Information through (at [Wells Fargo/LNR Partners]’s election): (i) responses to reasonable written inquiries received
from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo/LNR Partners]’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”). [Wells Fargo/LNR Partners] may cease or defer providing
the Company with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof,
or (b) [Wells Fargo/LNR Partners] determines (in its sole discretion) that such termination is necessary for any reason, including
its determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage
Loan documents, or any applicable law. [Wells Fargo/LNR Partners] shall cease to provide the Company with Confidential Information
if [Wells Fargo/LNR Partners] has actual knowledge that the Company or its Representatives are affiliates of any borrower under
the Mortgage Loan documents and [Wells Fargo/LNR Partners] determines that the provision, notice or access to such Confidential
Information would violate the accepted servicing practices or servicing standards as defined in the Pooling and Servicing Agreement.
The Company’s obligations and the restrictions applicable to the protection of the Confidential Information hereunder shall
survive the termination of the Company’s access to the Confidential Information. [Wells Fargo/LNR Partners]’s remedies
hereunder, at law or at equity, are cumulative and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential
Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this
letter agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures to
ensure that each Representative is advised of this


 



    	Exhibit X-2



    	 



    

 


[_____] [__], 20[__]

Page 3


 


letter agreement and agrees to keep the Confidential Information confidential.
The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the
Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is
contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership interest
or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons
shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this Agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Wells Fargo/LNR Partners] intends at all times to comply with the terms and provisions
of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Wells
Fargo/LNR Partners]’s rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed
in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed to be an original instrument,
and all such counterparts together shall constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 




    	Exhibit X-3



    	 



    


 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.








	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 
	 	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:]
	 	 	 	 
	 	 	[LNR PARTNERS, LLC
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:]
	 	 	 	 
	CONFIRMED AND AGREED TO:	 	 
	 	 	 	 
	[COMPANY NAME]	 	 
	 	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 



 






    	Exhibit X-4



    	 



    




 


EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION


 


I, [identifying the certifying
individual], the President and Chief Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities Corp., the depositor
into the above-referenced Trust, certify that:


 


1.          I
have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this
report on Form 10-K, of the J.P. Morgan Chase Commercial Mortgage Securities Trust 2015-C32 (the “Exchange Act periodic
reports”);


 


2.          Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


 


3.          Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;


 


4.          Based
on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in
all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except
as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A) Wells Fargo Bank,
National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Custodian, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust
Advisor; (B) Midland Loan Services, a Division of PNC Bank, National Association, as Non-Serviced Master Servicer and as Non-Serviced
Special Servicer, Wells Fargo Bank, National Association, as Non-Serviced Certificate Administrator, as Non-Serviced Trustee and
as non-serviced custodian, and Pentalpha Surveillance LLC, as Non-


 



    	Exhibit Y-1



    	 



    

 


Serviced Senior Trust Advisor of the Civic
Opera Building Mortgage Loan; (C) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer and as Non-Serviced
Special Servicer, and U.S. Bank National Association, as Non-Serviced Certificate Administrator and as Non-Serviced Trustee of
the U-Haul Portfolio Mortgage Loan; (D) Wells Fargo Bank, National Association, as Non-Serviced Master Servicer, as Non-Serviced
Certificate Administrator and as non-serviced custodian, Torchlight Loan Services, LLC, as Non-Serviced Special Servicer, Wilmington
Trust, National Association, as Non-Serviced Trustee, and Pentalpha Surveillance LLC, as Non-Serviced Senior Trust Advisor of
each of the One Shell Square Mortgage Loan and the Brunswick Portfolio Mortgage Loan.



	 	 	 
	Date:	 	 	 
	 	 
	President and Chief Executive Officer	 
	J.P. Morgan Chase Commercial Mortgage Securities Corp.	 
	(Senior officer in charge of the securitization of the depositor)	 






  




    	Exhibit Y-2



    	 



    


 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial
Mortgage Pass Through Certificates, Series 2015-C32, issued pursuant to the Pooling and Servicing Agreement dated as of October
1, 2015 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Senior Trust Advisor.



 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities
and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
of the Trust (collectively, with the Form 10-K, the “Reports”);


 


2.          Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.          Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under the
Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the custodian,
the master servicer, the special servicer and the senior trust advisor under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Reports;


 






    	Exhibit Z-1-1



    	 



    

 


4.          I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K
and such assessment of compliance is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate
Administrator under the Pooling and Servicing Agreement.











	 	 	 	 
	Dated:	 	 	 
	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:


 







    	Exhibit Z-1-2



    	 



    


 


Exhibit
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial
Mortgage Pass Through Certificates, Series 2015-C32, issued pursuant to the Pooling and Servicing Agreement dated as of October
1, 2015 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Senior Trust Advisor.



 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities
and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Master
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master Servicer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively, with the Form 10-K, the “Reports”)
(such information provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.          Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 






    	Exhibit Z-2-1



    	 



    

 





3.          Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information required
to be provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered
by the Form 10-K is included in the Master Servicer Periodic Information;


 


4.          I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly
stated in all material respects.


 


This Certification is
being signed by me as an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer
under the Pooling and Servicing Agreement.








	 	 	 	 
	Dated:	 	 	 
	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:


 









    	Exhibit Z-2-2



    	 



    






  


Exhibit
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


		Re:	JPMBB Commercial Mortgage Securities Trust 2015-C32, Commercial
Mortgage Pass Through Certificates, Series 2015-C32, issued pursuant to the Pooling and Servicing Agreement dated as of October
1, 2015 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Senior Trust Advisor.



 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities
and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Special
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer
in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.          Based
on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 






    	Exhibit Z-3-1



    	 



    


 





4.          I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing
criteria is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement.








	 	 	 	 
	Dated:	 	 	 
	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:



 






    	Exhibit Z-3-2



    	 



    


 


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 





J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


Re:     JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass Through Certificates, Series 2015-C32, issued pursuant
to the Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor.          


 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities
and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


 


2.          Based
on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          Based
on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 






    	Exhibit Z-4-1



    	 



    

 


 


4.          I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling
and Servicing Agreement.








	 	 	 	 
	Dated:	 	 	
	 	 	
	 	 	 
	 		Name:
	 	 	Title:



 





    	Exhibit Z-4-2



    	 



    


 

Exhibit
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SENIOR TRUST ADVISOR


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


Re:     JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass Through Certificates, Series 2015-C32, issued pursuant
to the Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor.          


 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities
and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Senior Trust Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Senior Trust Advisor in accordance with the
Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period
covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided
by the Senior Trust Advisor, collectively, the “Senior Trust Advisor Periodic Information”);


 


2.          Based
on my knowledge, the Senior Trust Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          Based
on my knowledge, all information required to be provided by the Senior Trust Advisor under the Pooling and Servicing Agreement
for inclusion in the Reports for the period covered by the Form 10-K is included in the Senior Trust Advisor Periodic Information;


 






    	Exhibit Z-5-1



    	 



    

 


4.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Senior Trust Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Senior Trust Advisor’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Senior Trust Advisor
or any Servicing Function Participant retained by the Senior Trust Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Senior Trust Advisor responsible for reviewing the activities performed by the Senior
Trust Advisor under the Pooling and Servicing Agreement. 


	 	 	 	 
	Dated:	 	 	
	 	 	
	 	 	 
	 		Name:
	 	 	Title:





 







    	Exhibit Z-5-2



    	 



    


 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Chief Executive Officer


 


Re:     JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass Through Certificates, Series 2015-C32, issued pursuant
to the Pooling and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor.          


 


I, [identity of certifying
individual], hereby certify to the Depositor and its officers, directors and Affiliates (collectively, the “Certification
Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities
and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Custodian, collectively,
the “Custodian Periodic Information”);


 


2.          Based
on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          Based
on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 






    	Exhibit Z-6-1



    	 



    




 


4.          I
(or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or any
Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the
Pooling and Servicing Agreement. 





	 	 	 	 
	Dated:	 	 	
	 	 	
	 	 	 
	 		Name:
	 	 	Title:


 






    	Exhibit Z-6-2



    	 



    






 


EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit AA, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer
engaged by a Servicer or Special Servicer.


  


	Servicing Criteria 	applicable 

Servicing 

Criteria
	 

                                                                                Reference
	Criteria	 
	 

                                                                                 
	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
                                         Administrator

        

        Master
        Servicer

        Special Servicer 

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
                                         Administrator

         Master
        Servicer

        Special Servicer 

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
                                         Servicer 

        Special
        Servicer

        Custodian (as applicable) 

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.1	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	
Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator 

        Master
        Servicer

        Special Servicer 

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer




 


 



 


1 The servicing
criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on and after November 23, 2015.


 


 






    	Exhibit AA-1



    	 



    

 





	Servicing
    Criteria	applicable
    

Servicing 

Criteria
	
Reference	
Criteria	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
                                         Administrator 

        Master
        Servicer

        Special Servicer 

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator 

        Master
        Servicer

        Special Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number
    of days specified in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special Servicer

         

	 	
Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Senior Trust Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	
Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset 	Master
    Servicer

    Special Servicer



 






    	Exhibit AA-2



    	 



    

 


	Servicing Criteria	applicable
    

Servicing 

Criteria
	
Reference	 
Criteria	 
	 	documents.	 
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Senior Trust Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A




 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




    	Exhibit AA-3



    	 



    




 


EXHIBIT
bb


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of
the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item
on Form 10-D” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other
than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific
notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master
Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus Supplement and to assume that no other party or property will
constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer
be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer
or the Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this Series 2015-C32 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


  


	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ·     Item
1121(a)(13) of Regulation AB

         
	·     Certificate Administrator
	
        Item 1B: Distribution and Pool Performance Information:

         

        ·     Item
1121(a)(14) of Regulation AB 

         
	
        ·     Certificate
        Administrator

         

        ·     Depositor

         




 






    	Exhibit BB-1



    	 



    

 


	Item on Form 10-D	Party Responsible
	
        Item 2: Legal Proceedings:

         

        ·     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ·     Master
        Servicer (as to itself)

         

        ·     Special
        Servicer (as to itself)

         

        ·     Certificate
        Administrator (as to itself)

         

        ·     Trustee
        (as to itself)

         

        ·     Depositor
        (as to itself)

         

        ·     Senior
        Trust Advisor (as to itself)

         

        ·     Any
        other Reporting Servicer (as to itself)

         

        ·     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·    Originators
        under Item 1110 of Regulation AB

         

        ·     Party
        under Item 1100(d)(1) of Regulation AB

         

	Item
3: Sale of Securities and Use of Proceeds
 

	  ·     Depositor
	Item
4: Defaults Upon Senior Securities
 

	 ·     Certificate Administrator
	Item
5: Submission of Matters to a Vote of Security Holders
 

	  N/A
	
        Item 6: Significant Obligors of Pool Assets:

         

        ·     Item
1112(b) of Regulation AB provided, however, that all of the following conditions shall apply: 

        
	
        ·     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)

         




 






    	Exhibit BB-2



    	 



    

 


	Item on Form 10-D	Party Responsible
	(a) information shall be required to be reported only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus Supplement;

                                                                                
 (b) the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is required and, if such information for a prior period was required but not previously reported, such information for such prior period; and

                                                                                 

                                                                                (c) the information shall be reportable in the Form
10-D that relates to the Distribution Date that immediately follows the Collection Period in which the information was received
or prepared by the “Party Responsible” as described in clause (b) above. 

                                                                                 
	 
	Item 7*: Change in Sponsor Interest in the Securities	 ·    Each Mortgage Loan Seller (as to itself in its capacity as a sponsor)
	
        Item 8*: Significant Enhancement Provider Information:

         

        ·     Item
1114(b)(2) and Item 1115(b) of Regulation AB


         
	  ·     Depositor



 






    	Exhibit BB-3



    	 



    

 


	Item on Form 10-D	Party Responsible
	Item 9*: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ·     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

         

        ·     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding Distribution Date)

         

        ·     Master
        Servicer (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
        Servicer within the time period specified in Section 11.04 of the Pooling and Servicing Agreement) and the Certificate Account
        as of the related Distribution Date and the preceding Distribution Date)

         

        ·     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

         

        ·     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent material to Certificateholders)

         

	
        Item 10*: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

         
	 ·      Depositor
	
        Item 10*: Exhibits (no. 4):

         

        With respect to instruments defining the rights of
security holders (Exhibit No. 4 of 
	
        ·     Certificate
        Administrator

         

        ·     Depositor

        

          




 






    	Exhibit BB-4



    	 



    

 


	Item on Form 10-D	Party Responsible
	Item 601 of Regulation S-K)	provided,
                                         in each case, that this shall in no event be construed to make such party responsible
                                         for the initial filing of this Pooling and Servicing Agreement

                                                                                                                                                  

                                                                                provided
                                         further, in each case, that in the event any reportable agreement is executed
                                         by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall
                                         be the responsible party.

	
        Item 10*: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10*: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with
        respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to
        report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.

         
	·    The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	
        Item 10*: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 

         
	·     Depositor



 






    	Exhibit BB-5



    	 



    

 


	Item on Form 10-D	Party Responsible
	
10-D) that is incorporated by reference in the Depositor’s registration statement.
	 
	  

        Item 10*: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

         
	·     Certificate Administrator 
	
        Item 10*: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

         
	·     Not Applicable.
	
        Item 10*: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

         
	·     Not Applicable.
	Item 10*: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10*.


 


*     Form 10-D was amended, effective November
24, 2014, by adding new Item 7 in Part II and redesignating Items 7, 8 and 9 as Items 8, 9 and 10 as part of amendments related
to the offering process, disclosure, and reporting for asset-backed securities, however, the requirement to provide Additional
Form 10-D with respect to Item 7 shall not apply until November 23, 2015. New Item 7 will only be applicable (and newly numbered
Items 8, 9 and 10 will only reflect their new numbers) on and after November 24, 2015.


 






    	Exhibit BB-6



    	 



    

 


EXHIBIT
cc


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described
in the “Item on Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information,
financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b)
below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the
absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no
“significant obligor” other than a party or property identified as such in the Prospectus Supplement and to assume
that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the
Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to any
Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special Servicer,
as the case may be. For this Series 2015-C32 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of
credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 





	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments

         
	·  Depositor
	
        

Item 9B: Other Information, but only to the extent of any information
        that meets all the following conditions:

         

        (a) such information constitutes “Additional Form 8-K Disclosure”
        pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and 
	·  Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD. 


 






    	Exhibit CC-1



    	 



    

 


	Item on Form 10-K	Party Responsible
	(c) such information was not previously reported as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”	 
	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 1 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus
        Supplement, (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such
        information as “Additional Form 10-D Information”.

         
	
        ·  The
        applicable Mortgage Loan Seller.

         

         

         

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 2 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus Supplement and (ii)
        the applicable Master Servicer has not previously reported such information or updated versions thereof as “Additional Form
        10-D Information”.

         
	  ·   The Depositor
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 3 of 3 Parts:

         

        ·     Item
1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply: 
	
        ·     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)

         






 



    	Exhibit CC-2



    	 



    




  


	Item on Form 10-K	Party Responsible
	
        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus Supplement;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
        income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
        but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent that
        is has not previously been reported as “Additional Form 10-D Information”.

         
	 
	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         

        ·     Items
        1114(b)(2) and 1115(b) of Regulation AB

          
	·     Depositor
	
         

        Instruction J(2)(d) (Legal Proceedings):

         

        ·   Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of 

         
	
         

         ·     Master
        Servicer (as to itself)

         

         ·     Special
        Servicer (as to itself)

         

         ·     Certificate
        Administrator (as to itself)

         

         



 









    	Exhibit CC-3



    	 



    

 


	Item on Form 10-K	Party Responsible
	 

                                                                                proceedings
                                         described therein that are material to security holders)
	
        ·     Trustee
        (as to itself)

         

        ·     Depositor
        (as to itself)

         

        ·     Trustee/Certificate
        Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators
        under Item 1110 of Regulation AB

         

        ·     Party
        under Item 1100(d)(1) of Regulation AB

         

	
        Instruction J(2)(e) (Affiliations and Certain Relationships and
        Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that is,
        the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any
        one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other party
        listed under this item as a “Party Responsible”; provided, however, that an affiliation need not
        be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus Supplement or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·    1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general character
of any business

         
	
        ·     Master
        Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special Servicer
        or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ·     Special
        Servicer

         

        ·     Certificate
        Administrator

         

        ·     Trustee

         

        ·     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus Supplement as an “originator”
of one or more Mortgage Loans, if the Prospectus Supplement specifically states that the applicable Mortgage Loans were 10% or
more of the assets of the Trust at the date of the Prospectus Supplement (provided that such a party shall no longer constitute
a “Party Responsible” under this item from and after the date (if any) when the Depositor notifies the parties to
this Agreement to the effect that such party no longer constitutes an



 






    	Exhibit CC-4



    	 



    

 


	Item on Form 10-K	Party Responsible
	
        relationship, agreement, arrangement, transaction or understanding
        that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length
        transaction with an unrelated third party (apart from the Series 201[_]-[_] transaction) between itself (that is, the particular
        “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other:
        (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship, agreement,
        arrangement, transaction or understanding (A) must be reported only if it then exists or existed within the two prior years, (B)
        need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed
        for purposes of the applicable Form 10-K if it was disclosed in the Prospectus Supplement or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         

        and

         

        ·     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 201[_]-[_] transaction
        or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
        one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust;
        provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
        years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not
        be disclosed for purposes of the applicable Form 10-K if it was disclosed
	
                 originator of 10% or more of the
        assets of the Trust).

         

        ·     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
        assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
        to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
        is due.

         

        ·     Each
        party (if any) that is identified in the Prospectus Supplement as an “other material party to the securities or transaction”
        (or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that such
        party no longer constitutes a material party for purposes of Regulation AB.

         

        ·     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
        the Form 10-K is due.



 






    	Exhibit CC-5



    	 



    

 


	Item on Form 10-K	Party Responsible
	in the Prospectus Supplement or if it was previously reported as “Additional Form 10-K Disclosure”.	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships and
        Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any affiliation
        between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties listed
        under the preceding item as a “Party Responsible”, on the other; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus Supplement or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general character
of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
from the Series 201[_]-[_] transaction) between itself (that is, the particular “Party Responsible”), on the one hand,
and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other;
provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported
only if it then exists or existed within the two prior years, (B) need 
	
        ·     The
        Depositor

         

        ·     Each
        Mortgage Loan Seller

         



 






    	Exhibit CC-6



    	 



    

 


	Item on Form 10-K	Party Responsible
	
        not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        Supplement or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 201[_]-[_] transaction
        or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
        one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the
        other; provided, however, that a relationship (A) must be reported only if it then exists or existed within the two
        prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need
        not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus Supplement or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation or
        succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	·     Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws

         
	·     Depositor


 






    	Exhibit CC-7



    	 



    

 


	Item on Form 10-K	Party Responsible
	(Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)	 
	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security holders
        (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
         

        ·     Trustee

         

        ·     Certificate
        Administrator

         

        ·     Depositor

         

        provided, in each case, that this shall in no event be
        construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

        provided further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.

         

	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings (Exhibit
No. 11 of Item 601 of Regulation S-K) 
	·     Not Applicable
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No.
12 of Item 601 of Regulation S-K) 
	·     Not Applicable.


 






    	Exhibit CC-8



    	 



    

 


	Item on Form 10-K	Party Responsible
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and Form 10-QSB, or
        quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

         
	·     Not Applicable
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

         
	·     Not Applicable.
	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of Item
        601 of Regulation S-K)

         
	·     Not Applicable
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit No. 18 of Item
        601 of Regulation S-K)

         
	·     Not Applicable.
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation
        S-K)

         
	·     Depositor.
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

         
	·     Not Applicable.
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601
        of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement and (b) the

         
	·     Depositor


 






    	Exhibit CC-9



    	 



    

 


	Item on Form 10-K	Party Responsible
	consent is not the consent of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement.	 
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601
        of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any attestation
        report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Pooling and Servicing
        Agreement.

         
	
         

        ·     Master
        Servicer

         

        ·     Special
Servicer

         

        ·     Depositor

         

        ·     Any
        other Servicing Function Participant

         

        provided, however, in each case, that such party
        shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent that such party
        is required to deliver or cause the delivery of the related attestation report.

         

	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K),
        but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a party,
        is signed pursuant to a power of attorney.

         
	·     Certificate Administrator 
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item
        601 of Regulation S-K).

         
	·     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item
        601 of Regulation S-K).

         
	·     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601 of Regulation
        S-K).

         
	·     Not Applicable.


 






    	Exhibit CC-10



    	 



    

 


	Item on Form 10-K	Party Responsible
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing criteria for asset-backed
        securities (Exhibit No. 33 of Item 601 of Regulation S-K).

         
	·     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.12 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with servicing criteria
        for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

         
	·     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.13 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of Item 601 of Regulation
        S-K).

         
	·     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

         
	·     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

         
	·    Not Applicable.
	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).


 








    	Exhibit CC-11



    	 



    

 


EXHIBIT
dd


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to
report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item
described in the “Item on Form 8-K” column to the extent such party has knowledge of such information (other than information
as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity
as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself
that is set forth in or omitted from the Prospectus Supplement), in the absence of specific notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a party or property
identified as such in the Prospectus Supplement and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any
information for inclusion in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer
is not the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2015-C32 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of
Items 1114 or 1115 of Regulation AB.


 


	Item on Form 8-K	Party Responsible 
	
        Item 1.01: Entry into a Material Definitive Agreement

         

         

         
	
        ·     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ·     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any

         




 






    	Exhibit DD-1



    	 



    

 


	Item on Form 8-K	Party Responsible 
	 	       amendment or
        definitive agreement that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust
        or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive
        agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor
        or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that
        the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and
        Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	·     Certificate
Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and
(b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such
party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided,
however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment
to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	·     Depositor, to the extent of any material agreement not covered in the prior item



 






    	Exhibit DD-2



    	 



    

 


	Item on Form 8-K	Party Responsible 
	Item 1.03: Bankruptcy or Receivership	·     Depositor
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
          ·     Depositor

         

          ·     Certificate
        Administrator

         

	Item 3.03: Material Modification to Rights of Security Holders	·     Certificate Administrator
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	·     Depositor
	Item 6.01: ABS Informational and Computational Material	·     Depositor
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ·   
          Trustee

         

        ·  
           Depositor

         

	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ·  
           Certificate         Administrator

         

        ·      Master
        Servicer or Special Servicer, as the case may be (in each case, as to itself)

         

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ·     Master
        Servicer

         

        ·     Special
        Servicer

         

        ·     Certificate
        Administrator

         

        ·     Depositor

         

	Item 6.03: Change in Credit Enhancement or External Support	
        ·     Depositor

         

        ·     Certificate
        Administrator

         

	Item 6.04: Failure to Make a Required Distribution	·   Certificate
Administrator
	Item 6.05: Securities Act Updating Disclosure	·    Depositor



 






    	Exhibit DD-3



    	 



    

 


	Item on Form 8-K	Party Responsible 
	Item 7.01: Regulation FD Disclosure	·    Depositor
	Item 8.01: Other Events	·    Depositor
	
        Item 9.01(d): Exhibits (no. 1): 

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation
        S-K)

         
	·    Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	·    Depositor
	
        Item 9.01(d): Exhibits (no. 3): 

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

         
	·    Depositor
	
        Item 9.01(d): Exhibits (no. 4): 

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ·     Certificate
        Administrator

         

         

         

        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant regarding non-reliance
        on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)

         
	·     Not Applicable



 






    	Exhibit DD-4



    	 



    

 


	Item on Form 8-K	Party Responsible 
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

         
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
        Item 601 of Regulation S-K)

         
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No. 17 of Item
        601 of Regulation S-K)

         
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders (Exhibit No.
        20 of Item 601 of Regulation S-K)

         
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.

         
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

         
	·     Certificate Administrator 
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

         
	·     Not Applicable.



 






    	Exhibit DD-5



    	 



    

 


	Item on Form 8-K	Party Responsible 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

         
	·     Not Applicable.


 






    	Exhibit DD-6



    	 



    

 



 


EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attn: Corporate Trust Services (CMBS) J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2015-C32—SEC REPORT PROCESSING


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
[11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing
Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Senior Trust Advisor, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will]
[may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                       ],
phone number: [                       ];
email address: [                       ].


                                                                 











	 	[NAME OF PARTY],
	 	as [role]
	 	 
	 	By:	 
	 	 	  Name:
	 	 	  Title:
	cc: Depositor	 	 






 




    	Exhibit EE-1



    	 



    

 


EXHIBIT
ff


 


INITIAL
SUB-SERVICERS


 


1.          NorthMarq
Capital, LLC


 


2.          Bernard
Financial Corporation


 


3.          Grandbridge
Real Estate Capital LLC


 


4.          Holliday
Fenoglio Fowler, L.P.


 


5.          Goedecke
& Co., LLC


 


6.          NRC
Group, Inc.


 


7.          PFG
Servicing Corporation


  




    	Exhibit FF-1



    	 



    

 


EXHIBIT
gg


 


SERVICING
FUNCTION PARTICIPANTS


 


1.          Bernard
Financial Corporation


  




    	Exhibit GG-1



    	 



    

 


EXHIBIT
hh


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



JPMBB Commercial Mortgage Securities Trust 2015-C32,

Commercial Mortgage Pass-Through Certificates

Series 2015-C32 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [LNR Partners, LLC, as Special Servicer]
[Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington Trust, National Association, as Trustee] (the
“Certifying Servicer”), certify to J.P. Morgan Chase Commercial Mortgage Securities Corp. and its officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed
the Certifying Servicer’s activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
Period”) and the Certifying Servicer’s performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the
Certifying Servicer has fulfilled all of its obligations under the Pooling and Servicing Agreement in all material respects during
the Reporting Period. [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling
and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:	 	 












                    


[WELLS FARGO BANK, NATIONAL ASSOCIATION,
as master servicer]

[LNR PARTNERS, LLC, as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee]


 





	By:	 	 
	 	Name:	 
	 	Title:	 



         






    	Exhibit HH-1



    	 



    

 


EXHIBIT
ii


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer]
(the “Reporting Servicer”) is responsible for assessing compliance with the servicing criteria applicable to
it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report
include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee,
certificate administrator] involving commercial mortgage loans [other than __________________1] (the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific,
limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing
criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 





	 	 



  


1 Describe any permissible
exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance with
Regulation AB, transactions involving an offer and sale of asset backed securities that were not required to be issued), if applicable.


 






    	Exhibit II-1



    	 



    

 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]


  


	 	[Name of Reporting Servicer]
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:









 




    	Exhibit II-2



    	 



    

 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION





  


Payments shall be made to “CRE Finance Council”
and sent to:


Commercial Real Estate Finance Council, Inc.





900 7th Street, NW, Suite 820





Washington, DC 20001





Attn: Stephen M. Renna


  


or by wire transfer to:


  


Account Name: Commercial Real Estate Finance Council (CREFC®)





Bank Name: Chase





Bank Address: 80 Broadway, New York, NY 10005





Routing Number: 021000021





Account Number: 213597397


  




    	Exhibit JJ-1



    	 



    

 


EXHIBIT
kk


 


Form
of Notice of ADDITIONAL


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:


To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.sec.notifications@wellsfargo.com 


 


Ref: JPMBB 2015-C32, Additional Debt Notice for From 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Section 3.20(h) of the Pooling and Servicing Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	JPMBB 2015-C32	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	JPMBB 2015-C32	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	JPMBB 2015-C32	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 







    	Exhibit KK-1



    	 



    

 


EXHIBIT
LL


 


Form
of Notice of Exchangeable Certificates

for the Class EC Certificates





Wells Fargo Bank, National Association

     as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


Attention: Corporate Trust Services (CMBS) 


 JPMBB Mortgage Securities Trust Series
2015-C32 


Ref: JPMBB 2015-C32 Exchange Request 


Via email to:


 


·  cts.cmbs.bond.admin@wellsfargo.com


 


Ladies and Gentlemen:


 


In accordance with Section
5.09 of the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, the undersigned, as Certificateholder
or Certificate Owner, we hereby give notice of our intent to present and surrender the [Exchangeable Certificates specified on
Schedule I attached hereto] [Class EC Certificates specified on Schedule I attached hereto] and all of our right, title and interest
in and to such [Exchangeable Certificates][Class EC Certificates], including all payments of interest thereon received after [_____________],
in exchange for the [Class EC Certificates specified on Schedule I attached hereto][Exchangeable Certificates specified on Schedule
I attached hereto]. We propose an Exchange Date of [______].


 


We agree that upon such
exchange, our interests in the portions of the [Exchangeable Certificates][Class EC Certificates] designated for exchange shall
be cancelled and replaced by the [Class EC Certificates][Exchangeable Certificates] issued in exchange therefor.


 






    	Exhibit LL-1



    	 



    

 


[[If Applicable] Our Depository participant
number is [________].]


 


Capitalized terms used
in this notice but not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement. 





	 	 	 	 
	 	[________________]	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 



 




    	Exhibit LL-2



    	 



    

 


SCHEDULE I


 


CERTIFICATES TO BE EXCHANGED





	Certificates to 

be exchanged	CUSIP (of 

Certificates to 

be exchanged)	outstanding principal

 balance of the Initial 

Certificate Balance of 

Certificates to be 

exchanged	Certificates to 

be received	CUSIP (of 

Certificates to be 

received)
	 	 	 	 	
         

         

         

         



 


The Exchangeable Certificates and Class
EC Certificates may be exchanged only in the Exchange Proportion designated in the Pooling and Servicing Agreement.


 




    	Exhibit LL-3



    	 



    

 


EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS) 


 


INSTRUCTIONS:


  


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:





          CTS.SEC.NOTIFICATIONS@WELLS
FARGO.COM





 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


  


Wells Fargo Bank, National Association, as Certificate Administrator





9062 Old Annapolis Road





Columbia, Maryland 21045-1951





Attn: Corporate Trust Services (CMBS) JPMBB 2015-C32—SEC
REPORT PROCESSING





E-Mail: cts.sec.notifications@wellsfargo.com


  


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
11.04 of the Pooling and Servicing Agreement, dated as of October 1, 2015 (the “Pooling and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), Wells
Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust
Advisor, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to
be disclosed on Form [10-D][10-K][8-K]. 


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With respect to the Certificate Account and REO Account balance
information:


 


	Account Name	
        Beginning Balance as of  

        MM/DD/YYYY

        
	
        Ending Balance as of  

        MM/DD/YYYY

        

	Certificate Account	 	 
	REO Account	 	 


 






    	Exhibit MM-1



    	 



    




 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                       ],
phone number: [         ]; email address:  [                   ].


                                                                  











	 	[NAME OF PARTY],
	 	as [role]
	 	 
	 	By:	 
	 	 	  Name:
	 	 	  Title:
	cc: Depositor	 	 






 




    	Exhibit MM-2



    	 



    

 


EXHIBIT NN


 


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

          as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com


  


Wells Fargo Bank, National Association 


   as
Master Servicer

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: JPMBB 2015-C32 Asset Manager

Telecopy Number: (704) 715-0036





 


LNR Partners, LLC 


   as
Special Servicer

1601 Washington Avenue, Suite 700

Miami Beach, Florida 3319

Attention: Thomas F. Nealon, Esq., Carolos R. Piñeiro, Esq., and Job Warshaw

Telecopy number: (305) 695-5601


 


Pentalpha Surveillance LLC 


   as Senior Trust Advisor

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

Email: don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com


 


Re:          JPMBB
Commercial Mortgage Securities Trust 2015-C32 Commercial Mortgage Pass-Through Certificates, Series 2015-C32 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of
October 1, 2015, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor          


 


This letter is delivered to you, pursuant
to Section 3.28(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates,


 






    	Exhibit NN-1



    	 



    

 


representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:



 


                                        


 


                                        


 


                                        


 


Contact Info: [Tel/Email]


 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant
to you, as Certificate Administrator, that we are purchasing a majority interest in the Class [__] Certificates, and that
we are not affiliated with the Transferor. To the extent that any Control Event or Consultation Termination Event has occurred
due to a waiver of a prior Class [__] Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby
request that you reinstate such rights and post a “special notice” on your website to the following effect:



 


“A Consultation Termination
Event or a Control Event has been terminated and is no longer in effect due to a transfer of a majority interest of the Controlling
Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


	 	Very truly yours,
	 	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:






       




    	Exhibit NN-2



    	 



    

 


EXHIBIT OO



NOTICE REQUESTING ELECTION OF A DIRECTING HOLDER


 


[PARTIES ADDRESSES] 


 


Date:          _________,
20___






 


Re:         JPMBB
Commercial Mortgage Securities Trust 2015-C32, Commercial Mortgage Pass-Through Certificates, Series 2015-C32          


 


This notice is delivered pursuant to the Pooling
and Servicing Agreement dated as of October 1, 2015 (the “Pooling and Servicing Agreement”) by and among J.P.
Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Senior Trust Advisor, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows. Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement.


 


As Certificate Administrator under the Pooling
and Servicing Agreement we hereby notify you that the Certificate Administrator has received written notice from a majority of
the Controlling Class Certificateholders by Certificate Balance that [__________] (or its affiliate) is no longer the Holder (or
Beneficial Owner) of at least a majority of the applicable Class of Control Eligible Certificates and request that:


 


(f) If you are a Controlling Class Certificateholder, we hereby request that you notify us that you are a Controlling Class Certificateholder
via a certification from your authorized representative specifying the amount of Certificate Balance of the Controlling Class you
own in order to determine whether you own the largest aggregate Certificate Balance of the Controlling Class;


 


(g) In
the case of LNR Securities Holdings, LLC or its Affiliate(s), we hereby request that you notify us whether you own at least 25%
of the Certificate Balance of the Controlling Class via a certification from an authorized representative of LNR Securities Holdings,
LLC or such Affiliate, as applicable;


 


(h) In
the event that LNR Securities Holdings, LLC or its Affiliate is not able to certify that it owns at least 25% of the Certificate
Balance of the Controlling Class, then a Control Event shall be deemed to exist for purposes of the Pooling and Servicing Agreement
until such time as the Certificate Registrar and the other parties to the Pooling and Servicing Agreement receive notice of a successor
Directing Certificateholder (which may be LNR Securities Holdings, LLC or its Affiliate, even if such party owns less than 25%
of the Certificate


 






    	Exhibit OO-1



    	 



    

 


Balance
of the Controlling Class, as long as such party is the holder of the largest aggregate Certificate Balance of the Controlling
Class).


 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Notice to be executed as of the date captioned above. 





 


	 	[____________]	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 









    	Exhibit OO-2



    	 



    

 


Schedule
1


 


Mortgage
Loans with Additional Debt





 








1.      Civic
Opera Building





2.      U-Haul
Portfolio





3.      First
National Building





4.      One
Shell Square





5.      Eastmont
Town Center





6.      Hyatt
Place Texas Portfolio





7.      Brunswick
Portfolio





8.      New
Center One Building





9.      Falcon
Gateway


  




    	Schedule 1-1



    	 



    

 


Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule 


See Annex E to the Prospectus Supplement.


  




    	Schedule 2-1



    	 



    

 


Schedule
3


 


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves 


 


None.


 






    	Schedule 3-1