CO-LENDER AGREEMENT Dated as of July 28, 2015 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) One Shell SquareCo-Lender Agreement • October 29th, 2015 • JPMBB Commercial Mortgage Securities Trust 2015-C32 • Asset-backed securities • New York
THIS CO-LENDER AGREEMENT (this “Agreement”), dated as of July 28, 2015 by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the “Initial Note A-2 Holder” and, together with the Initial Note A-1 Holder, the “Initial Note Holders”).
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and RAIT FUNDING, LLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of October 29, 2015 Fixed Rate Mortgage Loans Series 2015-C32Mortgage Loan Purchase Agreement • October 29th, 2015 • JPMBB Commercial Mortgage Securities Trust 2015-C32 • Asset-backed securities • New York
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and REDWOOD COMMERCIAL MORTGAGE CORPORATION, SELLER and REDWOOD TRUST, INC. MORTGAGE LOAN PURCHASE AGREEMENT Dated as of October 29, 2015 Fixed Rate Mortgage Loans Series 2015-C32Mortgage Loan Purchase Agreement • October 29th, 2015 • JPMBB Commercial Mortgage Securities Trust 2015-C32 • Asset-backed securities • New York
I, [______], a duly appointed, qualified and acting [______] of [Redwood Commercial Mortgage Corporation][Redwood Trust, Inc.] (the “Company”), hereby certify as follows:
AGREEMENT BETWEEN NOTE HOLDERS Dated as of September 1, 2015 by and between MORGAN STANLEY BANK, N.A. (Initial Note 1 Holder) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note 2 Holder) U-Haul PortfolioAgreement Between Note Holders • October 29th, 2015 • JPMBB Commercial Mortgage Securities Trust 2015-C32 • Asset-backed securities • New York
This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of September 1, 2015 by and between MORGAN STANLEY BANK, N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1A, Note A-2A and Note A-3A, the “Initial Note 1 Holder” and, in its capacity as the initial agent, the “Initial Agent”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPM” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1B, Note A-2B and Note A-3B, the “Initial Note 2 Holder” and, together with the Initial Note 1 Holder, the “Initial Note Holders”).
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and STARWOOD MORTGAGE FUNDING II LLC, SELLER and STARWOOD MORTGAGE CAPITAL LLC MORTGAGE LOAN PURCHASE AGREEMENT Dated as of October 29, 2015 Fixed Rate Mortgage Loans Series 2015-C32Mortgage Loan Purchase Agreement • October 29th, 2015 • JPMBB Commercial Mortgage Securities Trust 2015-C32 • Asset-backed securities • New York
permitted as a legal nonconforming use. The zoning code provides that the right to operate a nonconforming use terminates if the related structure in which such use is operated is damaged or destroyed and the cost of repair exceeds 50% of the replacement cost of such structure. In addition, the zoning code provides that the abandonment of a nonconforming use terminates the right to operate such use and that the discontinuation of a nonconforming use for 12 months requires that any future use of the related property conform to current requirements.
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and BARCLAYS BANK PLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of October 29, 2015 Fixed Rate Mortgage Loans Series 2015-C32Mortgage Loan Purchase Agreement • October 29th, 2015 • JPMBB Commercial Mortgage Securities Trust 2015-C32 • Asset-backed securities • New York
guarantor if Mortgagor fails to clear the existing violation within three (3) years of the closing date of the Mortgage Loan or if the City of Los Angeles commences any enforcement action against the Mortgaged Property or Mortgagor with respect to such existing violation.
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and JPMorgan Chase Bank, National Association, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of October 29, 2015 Fixed Rate Mortgage Loans Series 2015-C32Mortgage Loan Purchase Agreement • October 29th, 2015 • JPMBB Commercial Mortgage Securities Trust 2015-C32 • Asset-backed securities • New York
in each case, provided by insurers with a claims paying ability rating of “BBB” or better by S&P and the equivalent ratings from Moody’s and Fitch. The Mortgage Loan documents allow for Ironshore Insurance Ltd., Starr Insurance & Reinsurance Limited and Hamilton Re, Ltd as permitted insurers for the current umbrella liability insurance policy despite not being rated by S&P, and the Mortgage Loan documents require that Mortgagor replace those insurers with companies meeting the requirements of the Mortgage Loan documents upon renewal of the policies or upon having their ratings downgraded or withdrawn.
1,062,050,000 (approximate) JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2015-C32 Commercial Mortgage Pass-Through Certificates, Series 2015-C32 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 A-S, Class B,...Underwriting Agreement • October 29th, 2015 • JPMBB Commercial Mortgage Securities Trust 2015-C32 • Asset-backed securities • New York
Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and Pentalpha Surveillance LLC, as senior trust advisor (the “Senior Trust Advisor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement as in effect on the Closing Date (as defined below).
