Exhibit 4.3


 




	 






 


MORGAN
STANLEY CAPITAL I INC.

as Depositor,


 


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

as Master Servicer,



RIALTO CAPITAL ADVISORS, LLC,

as Special Servicer,



SITUS HOLDINGS, LLC,

as Trust Advisor,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Trustee, Certificate Administrator, Certificate Registrar, Authenticating Agent and Custodian


 


POOLING AND SERVICING AGREEMENT


 


Dated
as of December 1, 2015


 


Morgan
Stanley Capital I Trust 2015-UBS8,





COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-UBS8 


	 



 




    	 



    	 



    

  





TABLE
OF CONTENTS


 


	 	 	 	 	Page
	 	 	 
	ARTICLE I
	DEFINITIONS;
	CALCULATIONS AND CERTAIN
    OTHER MATTERS
	 	 	 	 	 
	Section 1.1	 	Definitions	 	5
	Section 1.2	 	Calculations Respecting Mortgage Loans	 	116
	Section 1.3	 	Calculations Respecting Accrued Interest	 	119
	Section 1.4	 	Interpretation	 	119
	Section 1.5	 	ARD Loans	 	120
	Section 1.6	 	Certain Matters with Respect to Loan Pairs, A/B Whole Loans and
    Non-Serviced Loan Combinations	 	121
	Section 1.7	 	Rating Agency Confirmations	 	127
	 	 	 	 	 
	ARTICLE II
	DECLARATION OF TRUST;
	ISSUANCES OF CERTIFICATES
	 	 	 	 	 
	Section 2.1	 	Conveyance of Mortgage Loans	 	130
	Section 2.2	 	Acceptance by Trustee	 	134
	Section 2.3	 	Sellers’ Repurchase of Mortgage Loans for Material Document
    Defects and Material Breaches of Representations and Warranties	 	137
	Section 2.4	 	Representations and Warranties	 	145
	Section 2.5	 	Conveyance of Interests	 	146
	Section 2.6	 	Certain Matters Relating to Non-Serviced Mortgage Loans	 	147
	 	 	 	 	 
	ARTICLE III
	THE CERTIFICATES
	 	 	 	 	 
	Section 3.1	 	The Certificates	 	147
	Section 3.2	 	Registration	 	148
	Section 3.3	 	Transfer and Exchange of Certificates	 	148
	Section 3.4	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	154
	Section 3.5	 	Persons Deemed Owners	 	155
	Section 3.6	 	Access to List of Certificateholders’ Names and Addresses	 	155
	Section 3.7	 	Book-Entry Certificates	 	155
	Section 3.8	 	Notices to Clearing Agency	 	159
	Section 3.9	 	Definitive Certificates	 	159
	 	 	 	 	 
	ARTICLE IV
	ADVANCES
	 	 	 	 	 
	Section 4.1	 	P&I Advances by Master Servicer	 	160
	Section 4.1A	 	P&I Advances with Respect to Non-Serviced Mortgage Loans and
    Serviced Pari Passu Mortgage Loans	 	 161


  




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	 	 	 	 	Page
	 	 	 	 	 
	Section 4.2	 	Servicing Advances	 	163
	Section 4.3	 	Advances by the Trustee	 	164
	Section 4.4	 	Evidence of Nonrecoverability	 	164
	Section 4.5	 	Interest on Advances; Calculation of Outstanding Advances with
    Respect to a Mortgage Loan	 	166
	Section 4.6	 	Reimbursement of Advances and Advance Interest	 	167
	 	 	 	 	 
	ARTICLE V
	ADMINISTRATION OF THE TRUST
	 	 	 	 	 
	Section 5.1	 	Collections	 	168
	Section 5.2	 	Withdrawals of Funds in the Collection Account	 	172
	Section 5.3	 	Distribution Account and Reserve Accounts	 	182
	Section 5.4	 	Certificate Administrator Reports	 	184
	Section 5.5	 	Certificate Administrator Tax Reports	 	193
	Section 5.6	 	Access to Certain Information	 	193
	Section 5.7	 	Exchange Act Rule 17g-5 Procedures	 	196
	 	 	 	 	 
	ARTICLE VI
	DISTRIBUTIONS
	 	 	 	 	 
	Section 6.1	 	Distributions Generally	 	203
	Section 6.2	 	Compliance with Withholding Requirements	 	204
	Section 6.3	 	REMIC I	 	204
	Section 6.4	 	REMIC II	 	205
	Section 6.5	 	REMIC III	 	206
	Section 6.6	 	Allocation of Collateral Support Deficits	 	212
	Section 6.7	 	Prepayment Interest Shortfalls and Net Aggregate Prepayment Interest
    Shortfalls	 	213
	Section 6.8	 	Adjustment of Master Servicing Fees	 	213
	Section 6.9	 	Appraisal Reductions	 	213
	Section 6.10	 	Prepayment Premiums	 	217
	Section 6.11	 	Allocation of Trust Advisor Expenses	 	219
	 	 	 	 	 
	ARTICLE VII
	CONCERNING THE TRUSTEE,
    THE CUSTODIAN AND THE CERTIFICATE
	ADMINISTRATOR
	 	 	 	 	 
	Section 7.1	 	Duties of the Trustee, the Custodian and the Certificate Administrator	 	222
	Section 7.2	 	Certain Matters Affecting the Trustee, the Custodian and the Certificate
    Administrator	 	224
	Section 7.3	 	The Trustee, the Custodian and the Certificate Administrator Not
    Liable for Certificates or Interests or Mortgage Loans	 	226
	Section 7.4	 	The Trustee, the Custodian and the Certificate Administrator May
    Own Certificates	 	227
	Section 7.5	 	Eligibility Requirements for the Trustee, the Custodian and the
    Certificate Administrator	 	228


  




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	 	 	 	 	Page
	 	 	 	 	 
	Section 7.6	 	Resignation and Removal of the Trustee, the Custodian or the Certificate
    Administrator	 	229
	Section 7.7	 	Successor Trustee, Custodian or Certificate Administrator	 	233
	Section 7.8	 	Merger or Consolidation of Trustee, Custodian or Certificate Administrator	 	234
	Section 7.9	 	Appointment of Co-Trustee, Separate Trustee, Agents or Custodian	 	234
	Section 7.10	 	Authenticating Agents	 	236
	Section 7.11	 	Indemnification of Trustee, the Custodian and the Certificate Administrator	 	237
	Section 7.12	 	Fees and Expenses of Trustee, the Custodian and the Certificate
    Administrator	 	239
	Section 7.13	 	Collection of Moneys	 	240
	Section 7.14	 	Trustee To Act; Appointment of Successor	 	240
	Section 7.15	 	Notification to Holders	 	243
	Section 7.16	 	Representations and Warranties of the Trustee, the Custodian and
    the Certificate Administrator	 	243
	Section 7.17	 	Fidelity Bond and Errors and Omissions Insurance Policy Maintained
    by the Trustee, the Custodian and the Certificate Administrator	 	246
	Section 7.18	 	Capacities	 	246
	 	 	 	 	 
	ARTICLE VIII
	ADMINISTRATION AND SERVICING
    OF MORTGAGE LOANS
	 	 	 	 	 
	Section 8.1	 	Servicing Standard; Servicing Duties	 	246
	Section 8.2	 	Fidelity Bond and Errors and Omissions Insurance Policy Maintained
    by the Master Servicer	 	249
	Section 8.3	 	Master Servicer’s General Power and Duties	 	249
	Section 8.4	 	Sub-Servicing	 	258
	Section 8.5	 	Master Servicer May Own Certificates	 	259
	Section 8.6	 	Maintenance of Hazard Insurance, Other Insurance, Taxes and Other
    	 	259
	Section 8.7	 	Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance
    Clause	 	262
	Section 8.8	 	Custodian to Cooperate; Release of Trust Mortgage Files	 	266
	Section 8.9	 	Documents, Records and Funds in Possession of Master Servicer to
    be Held for the Trustee for the Benefit of the Certificateholders	 	267
	Section 8.10	 	Servicing Compensation	 	268
	Section 8.11	 	Master Servicer Reports; Account Statements	 	272
	Section 8.12	 	Reserved	 	274
	Section 8.13	 	Reserved	 	274
	Section 8.14	 	CREFC® Operating Statement Analysis Reports Regarding
    the Mortgaged Properties	 	274
	Section 8.15	 	Other Available Information and Certain Rights of the Master Servicer	 	275
	Section 8.16	 	Rule 144A Information	 	277
	Section 8.17	 	Inspections	 	277
	Section 8.18	 	Modifications, Waivers, Amendments, Extensions and Consents	 	278
	Section 8.19	 	Specially Serviced Mortgage Loans	 	281
	Section 8.20	 	Representations, Warranties and Covenants of the Master Servicer	 	282


  




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	 	 	 	 	Page 
	 	 	 	 	 
	Section 8.21	 	Merger or Consolidation	 	283
	Section 8.22	 	Resignation of Master Servicer	 	284
	Section 8.23	 	Assignment or Delegation of Duties by Master Servicer	 	285
	Section 8.24	 	Limitation on Liability of the Master Servicer and Others	 	286
	Section 8.25	 	Indemnification; Third-Party Claims	 	288
	Section 8.26	 	Loan Registry	 	290
	Section 8.27	 	Compliance with REMIC Provisions and Grantor Trust Provisions	 	290
	Section 8.28	 	Termination	 	291
	Section 8.29	 	Procedure Upon Termination	 	294
	Section 8.30	 	Certain Matters with Respect to Joint Mortgage Loans	 	296
	Section 8.31	 	Delivery of Excluded Information to the Certificate Administrator	 	301
	 	 	 	 	 
	ARTICLE IX
	ADMINISTRATION AND SERVICING
    OF
	SPECIALLY SERVICED MORTGAGE
    LOANS BY SPECIAL SERVICER
	 	 	 	 	 
	Section 9.1	 	Duties of Special Servicer	 	301
	Section 9.2	 	Fidelity Bond and Errors and Omissions Insurance Policy of Special
    Servicer	 	303
	Section 9.3	 	Special Servicer General Powers and Duties	 	303
	Section 9.4	 	Sub-Servicers	 	306
	Section 9.5	 	“Due-on-Sale” Clauses; Assignment and Assumption Agreements;
    Modifications of Specially Serviced Mortgage Loans; Due-on-Encumbrance Clauses	 	306
	Section 9.6	 	Custodian to Cooperate; Release of Mortgage Files	 	311
	Section 9.7	 	Documents, Records and Funds in Possession of Special Servicer
    To Be Held for the Trustee	 	312
	Section 9.8	 	Representations, Warranties and Covenants of the Special Servicer	 	313
	Section 9.9	 	Standard Hazard, Flood and Commercial General Liability Policies	 	314
	Section 9.10	 	Presentment of Claims and Collection of Proceeds	 	316
	Section 9.11	 	Compensation to the Special Servicer	 	317
	Section 9.12	 	Realization Upon Defaulted Loans	 	321
	Section 9.13	 	Foreclosure	 	324
	Section 9.14	 	Operation of REO Property	 	324
	Section 9.15	 	Sale of REO Property	 	328
	Section 9.16	 	Realization on Collateral Security	 	329
	Section 9.17	 	Sale of Defaulted Loans	 	330
	Section 9.18	 	A/B Whole Loans	 	334
	Section 9.19	 	Reserved	 	334
	Section 9.20	 	Merger or Consolidation	 	334
	Section 9.21	 	Resignation of Special Servicer	 	335
	Section 9.22	 	Assignment or Delegation of Duties by Special Servicer	 	336
	Section 9.23	 	Limitation on Liability of the Special Servicer and Others	 	337
	Section 9.24	 	Indemnification; Third-Party Claims	 	340
	Section 9.25	 	Reserved	 	342
	Section 9.26	 	Special Servicer May Own Certificates	 	342
	Section 9.27	 	Tax Reporting	 	342


  




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	 	 	 	 	Page
	 	 	 	 	 
	Section 9.28	 	Application of Funds Received	 	342
	Section 9.29	 	Compliance with REMIC Provisions and Grantor Trust Provisions	 	343
	Section 9.30	 	Termination	 	343
	Section 9.31	 	Procedure Upon Termination	 	351
	Section 9.32	 	Certain Special Servicer Reports	 	352
	Section 9.33	 	Special Servicer to Cooperate with the Master Servicer, the Trustee,
    the Custodian and the Certificate Administrator	 	357
	Section 9.34	 	Litigation Control	 	358
	Section 9.35	 	Excluded Mortgage Loan Notices	 	362
	 	 	 	 	 
	ARTICLE X
	CERTAIN MATTERS RELATING
    TO THE CONTROLLING CLASS
	REPRESENTATIVE, THE TRUST
    ADVISOR AND THE HOLDERS
	OF THE SERVICED B NOTES
    AND SERVICED COMPANION LOANS
	 	 	 	 	 
	Section 10.1	 	Selection and Removal of the Controlling Class Representative	 	362
	Section 10.2	 	Limitation on Liability of Controlling Class Representative; Acknowledgements
    of the Certificateholders	 	364
	Section 10.3	 	Rights and Powers of Controlling Class Representative	 	365
	Section 10.4	 	Controlling Class Representative and Trust Advisor Contact with
    Master Servicer and Special Servicer	 	368
	Section 10.5	 	Appointment, Duties and Compensation of the Trust Advisor	 	368
	Section 10.6	 	Representations, Warranties and Covenants of the Trust Advisor	 	373
	Section 10.7	 	Merger or Consolidation of the Trust Advisor	 	374
	Section 10.8	 	Resignation of Trust Advisor	 	375
	Section 10.9	 	Assignment or Delegation of Duties by Trust Advisor	 	376
	Section 10.10	 	Limitation on Liability of the Trust Advisor and Others	 	376
	Section 10.11	 	Indemnification; Third-Party Claims	 	378
	Section 10.12	 	Termination of the Trust Advisor	 	379
	Section 10.13	 	Rights of the Holders of a Serviced B Note and Serviced Companion
    Loan	 	383
	Section 10.14	 	Rights of Non-Directing Holders	 	384
	 	 	 	 	 
	ARTICLE XI
	PURCHASE AND TERMINATION
    OF THE TRUST
	 	 	 	 	 
	Section 11.1	 	Termination of Trust Upon Repurchase or Liquidation of All Mortgage
    Loans	 	385
	Section 11.2	 	Procedure Upon Termination of Trust	 	388
	Section 11.3	 	Additional Trust Termination Requirements	 	389
	 	 	 	 	 
	ARTICLE XII
	REMIC AND GRANTOR TRUST
    ADMINISTRATION
	 	 	 	 	 
	Section 12.1	 	REMIC Administration	 	390
	Section 12.2	 	Prohibited Transactions and Activities	 	396
	Section 12.3	 	Modifications of Mortgage Loans	 	396


  




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	 	 	 	 	Page
	 	 	 	 	 
	Section 12.4	 	Liability with Respect to Certain Taxes and Loss of REMIC Status	 	397
	Section 12.5	 	Grantor Trust	 	397
	Section 12.6	 	Grantor Trust Reporting Requirements	 	398
	 	 	 	 	 
	ARTICLE XIII
	EXCHANGE ACT REPORTING AND
    REGULATION AB COMPLIANCE
	 	 	 	 	 
	Section 13.1	 	Intent of the Parties; Reasonableness	 	399
	Section 13.2	 	Information to be Provided by the Master Servicer, the Special
    Servicer, the Custodian, any Primary Servicer and the Certificate Administrator	 	399
	Section 13.3	 	Filing Obligations	 	402
	Section 13.4	 	Form 10-D Filings	 	402
	Section 13.5	 	Form 10-K Filing	 	405
	Section 13.6	 	Sarbanes-Oxley Certification	 	407
	Section 13.7	 	Form 8-K Filings	 	408
	Section 13.8	 	Suspension of Exchange Act Filings; Incomplete Exchange Act Filings;
    Amendments to Exchange Act Reports	 	410
	Section 13.9	 	Annual Compliance Statements	 	411
	Section 13.10	 	Annual Reports on Assessment of Compliance with Servicing Criteria	 	413
	Section 13.11	 	Annual Independent Public Accountants’ Servicing Report	 	415
	Section 13.12	 	Indemnification	 	416
	Section 13.13	 	Amendments	 	420
	Section 13.14	 	Exchange Act Report Signatures	 	420
	Section 13.15	 	Significant Obligors	 	420
	 	 	 	 	 
	ARTICLE XIV
	MISCELLANEOUS PROVISIONS
	 	 	 	 	 
	Section 14.1	 	Binding Nature of Agreement	 	422
	Section 14.2	 	Entire Agreement	 	423
	Section 14.3	 	Amendment	 	423
	Section 14.4	 	GOVERNING LAW	 	425
	Section 14.5	 	Notices	 	426
	Section 14.6	 	Severability of Provisions	 	428
	Section 14.7	 	Indulgences; No Waivers	 	428
	Section 14.8	 	Headings Not to Affect Interpretation	 	428
	Section 14.9	 	Benefits of Agreement	 	428
	Section 14.10	 	Reserved	 	429
	Section 14.11	 	Counterparts	 	429
	Section 14.12	 	Intention of Parties	 	429
	Section 14.13	 	Recordation of Agreement	 	430
	Section 14.14	 	Rating Agency Surveillance Fees	 	431
	Section 14.15	 	Waiver of Jury Trial	 	431
	Section 14.16	 	Submission to Jurisdiction	 	431
	Section 14.17	 	Limitation on Rights of Holders	 	431
	Section 14.18	 	Acts of Holders of Certificates	 	432


  




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	 	 	 	 	Page
	 	 	 	 	 
	Section 14.19	 	Compliance with Patriot Act	 	434
	Section 14.20	 	Precautionary Trust Indenture Act Provisions	 	434
	Section 14.21	 	Limitation on Liability of the Depositor and Others	 	434
	Section 14.22	 	PNC Bank, National Association	 	435


  




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	EXHIBITS AND SCHEDULES
	 	 	 
	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-SB Certificate
	EXHIBIT A-4	 	Form of Class A-3 Certificate
	EXHIBIT A-5	 	Form of Class A-4 Certificate
	EXHIBIT A-6	 	Form of Class X-A Certificate
	EXHIBIT A-7	 	Form of Class A-S Certificate
	EXHIBIT A-8	 	Form of Class B Certificate
	EXHIBIT A-9	 	Form of Class C Certificate
	EXHIBIT A-10	 	Form of Class X-B Certificate
	EXHIBIT A-11	 	Form of Class X-D Certificate
	EXHIBIT A-12	 	Form of Class X-F Certificate
	EXHIBIT A-13	 	Form of Class X-G Certificate
	EXHIBIT A-14	 	Form of Class X-H Certificate
	EXHIBIT A-15	 	Form of Class X-J Certificate
	EXHIBIT A-16	 	Form of Class D Certificate
	EXHIBIT A-17	 	Form of Class E Certificate
	EXHIBIT A-18	 	Form of Class F Certificate
	EXHIBIT A-19	 	Form of Class G Certificate
	EXHIBIT A-20	 	Form of Class H Certificate
	EXHIBIT A-21	 	Form of Class J Certificate
	EXHIBIT A-22	 	Form of Class V Certificate
	EXHIBIT A-23	 	Form of Class R Certificate
	EXHIBIT B-1	 	Form of Initial Certification (Section 2.2)
	EXHIBIT B-2	 	Form of Final Certification (Section 2.2)
	EXHIBIT C	 	Form of Request for Release
	EXHIBIT D-1	 	Form of Transferor Certificate for Transfers of Definitive Privately
    Offered Certificates (Section 3.3(c))
	EXHIBIT D-2A	 	Form I of Transferee Certificate for Transfers of Definitive Privately
    Offered Certificates (Section 3.3(c))
	EXHIBIT D-2B	 	Form II of Transferee Certificate for Transfers of Definitive Privately
    Offered Certificates (Section 3.3(c))
	EXHIBIT D-3	 	Form of Transfer Certificate to an Interest in a Rule 144A Global
    Certificate
	EXHIBIT E-1	 	Form of Transferee Affidavit and Agreement (Class R) (Section
    3.3(e))
	EXHIBIT E-2	 	Form of Transferor Affidavit and Agreement (Class R) (Section
    3.3(e))
	EXHIBIT F	 	Form of Regulation S Certificate
	EXHIBIT G	 	Form of Exchange Certification (“Exchange Certificate”)
	EXHIBIT H	 	Form of Euroclear Bank or Clearstream Bank Certificate (Section
    3.7(d))
	EXHIBIT I-1A	 	Form of Investor Certification for Non-Borrower Party (for Persons
    other than the Controlling Class Representative and/or a Controlling Class Certificateholder)
	EXHIBIT I-1B	 	Form of Investor Certification for Non-Borrower Party (for the
    Controlling Class Representative and/or a Controlling Class Certificateholder)


  




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	EXHIBIT I-1C	 	Form of Investor Certification for Borrower
    Party (for Persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)
	EXHIBIT I-1D	 	Form of Investor Certification for Borrower Party (for the Controlling
    Class Representative and/or a Controlling Class Certificateholder)
	EXHIBIT I-1E	 	Form of Notice of Excluded Controlling Class Holder
	EXHIBIT I-1F	 	Form of Notice of Excluded Controlling Class Holder to Certificate
    Administrator
	EXHIBIT I-1G	 	Form of Certification of the Controlling Class Representative
	EXHIBIT J	 	Form of NRSRO Certification (“NRSRO Certification”)
	EXHIBIT K	 	Form of Distribution Date Statement (“Distribution Date
    Statement”)
	EXHIBIT L	 	Form of Trust Advisor Annual Report
	EXHIBIT M	 	Form of Financial Market Publishers Certification (Section 5.4(h))
    and CREFC® Certification (Section 5.4(k))
	EXHIBIT N-1	 	[Reserved]
	EXHIBIT N-2	 	[Reserved]
	EXHIBIT O-1	 	Form of Power of Attorney to Master Servicer (Section 8.3(c))
	EXHIBIT O-2	 	Form of Power of Attorney to Special Servicer (Section 9.3(a))
	EXHIBIT P-1	 	Form of Certification (Section 13.6)
	EXHIBIT P-2	 	Reporting Servicer Form of Performance Certification (Section
    13.6)
	EXHIBIT Q	 	[Reserved]
	EXHIBIT R	 	[Reserved]
	EXHIBIT S-1	 	Form of Transferor Certificate for Transfer of the Excess Servicing
    Fee Rights
	EXHIBIT S-2	 	Form of Transferee Certificate for Transfer of the Excess Servicing
    Fee Rights
	EXHIBIT T	 	Form of Note Holder Certification
	 	 	 
	SCHEDULE I	 	UBSRES Loan Schedule
	SCHEDULE II	 	BANA Loan Schedule
	SCHEDULE III	 	MSMCH Loan Schedule
	SCHEDULE IV	 	[Reserved]
	SCHEDULE V	 	List of Mortgage Loans Secured by the Interest of the Related Mortgagor
    under a Ground Lease, Space Lease or Air Rights Lease (Section 8.3(i))
	SCHEDULE VI	 	List of Mortgagors that are Third-Party Beneficiaries Under Section
    2.3(a)
	SCHEDULE VII	 	Certain Escrow Accounts for Which a Required Repair is Outstanding
    Under Section 5.1(g)
	SCHEDULE VIII	 	Mortgage Loans as to Which a Lender Register is to be Maintained
	SCHEDULE IX	 	Mortgage Loans Secured by Mortgaged Properties Covered by an Environmental
    Insurance Policy
	SCHEDULE X	 	Servicing Criteria to be Addressed in Assessment of Compliance
	SCHEDULE XI	 	Additional Form 10-D Disclosure
	SCHEDULE XII	 	Additional Form 10-K Disclosure
	SCHEDULE XIII	 	Form 8-K Disclosure Information
	SCHEDULE XIV	 	Additional Disclosure Notification
	SCHEDULE XV	 	Seller Sub-Servicers


  




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	SCHEDULE XVI	 	Letters of Credit
	SCHEDULE XVII	 	Class A-SB Planned Principal Balance
	SCHEDULE XVIII	 	Hospitality Properties Subject to Franchise, Management or Similar Agreement




  



    	-x-



    	 



    

 


THIS POOLING AND SERVICING
AGREEMENT is dated as of December 1, 2015 (this “Agreement”) between MORGAN STANLEY CAPITAL I INC.,
a Delaware corporation, as depositor (the “Depositor”), MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as
master servicer (the “Master Servicer”), RIALTO CAPITAL ADVISORS,
LLC, as special servicer (the “Special Servicer”), SITUS
HOLDINGS, LLC, as trust advisor (the “Trust Advisor”), and Wells
Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator
(in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and custodian
(in such capacity, the “Custodian”).


 


PRELIMINARY STATEMENT


 


On the Closing Date, the
Depositor will acquire the Mortgage Loans from UBS Real Estate Securities Inc., as seller (“UBSRES”), Bank of
America, National Association, as seller (“BANA”), and Morgan Stanley Mortgage Capital Holdings LLC, as seller
(“MSMCH”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee
for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests
and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to
the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii)
the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration
for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates and, to the extent they
represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests
to the Trust; and (iv) the Class V Certificates as consideration for its transfer to the Trust of the right to receive Excess Interest.
The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing and the issuance of
(A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates, representing
in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent
the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC
II, (C) the REMIC III Regular Certificates and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates,
representing in the aggregate the entire beneficial ownership of REMIC III and (D) the Class V Certificates, representing in the
aggregate the entire beneficial ownership of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage
Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements
made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit
of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular
Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement, and
the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged.


 


The Class A Senior Certificates
and the Class X-A, Class A-S, Class B and Class C Certificates (collectively, the “Registered Certificates”)
were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”),
as supplemented by the free


 



    	 



    	 



    

 


writing prospectuses dated November 18, 2015, November 25, 2015 and December 2, 2015 (collectively,
the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”),
and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”,
and together with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-D, Class X-F, Class X-G, Class
X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates will be offered for sale
pursuant to a Preliminary Private Placement Memorandum dated November 18, 2015 (as supplemented by the preliminary private placement
memorandum supplements, dated November 25, 2015 and December 2, 2015, collectively, the “Preliminary Private Placement
Memorandum”) and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).


 


REMIC I


 


As provided herein, with
respect to the Trust, the Certificate Administrator on behalf of the Trustee will make an election for the segregated pool of assets
described in the first (1st) paragraph of Section 12.1(a) hereof (including the Mortgage Loans (other than any
Excess Interest payable with respect to such Mortgage Loans)) to be treated for federal income tax purposes as a REMIC (“REMIC
I”). The REMIC I Regular Interests will be designated as the “regular interests” in REMIC I and the Class
R Certificates will evidence the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions.


 


Each REMIC I Regular Interest
will relate to, and constitute the “Corresponding REMIC I Regular Interest” with respect to, a separate specific
Mortgage Loan (including an REO Mortgage Loan and any Qualifying Substitute Mortgage Loan that may replace such Mortgage Loan).
Each REMIC I Regular Interest will have a Pass-Through Rate equal to the applicable REMIC I Net Mortgage Rate from time to time,
an initial REMIC I Principal Amount equal to the Cut-Off Date Principal Balance of the Mortgage Loan to which such REMIC I Regular
Interest relates, and a “latest possible maturity date” set to the Rated Final Distribution Date. The Class R Certificates
will have no principal amount and no Pass-Through Rate, but (insofar as such Certificates represent the REMIC I Residual Interest)
will entitle Holders thereof to receive the proceeds of any assets remaining in REMIC I after all the REMIC I Regular Interests
have been paid in full.


 


REMIC II


 


As provided herein, with
respect to the Trust, the Certificate Administrator on behalf of the Trustee will make an election for the segregated pool of assets
described in the second (2nd) paragraph of Section 12.1(a) hereof consisting of the REMIC I Regular Interests
to be treated for federal income tax purposes as a REMIC (“REMIC II”). The REMIC II Regular Interests will be
designated as the “regular interests” in REMIC II and the Class R Certificates will evidence the sole class of “residual
interests” in REMIC II for purposes of the REMIC Provisions.


 


The following table sets
forth the designation, the initial REMIC II Principal Amount, the corresponding Class of Principal Balance Certificates (the “Corresponding
Certificates”) and corresponding Class X REMIC III Regular Interest (the “Corresponding Class X REMIC III Regular
Interest”) with respect to each REMIC II Regular Interest. Each


 



    	2



    	 



    

 


REMIC II Regular Interest shall have a Pass-Through Rate
equal to the Weighted Average REMIC I Net Mortgage Rate from time to time. The Class R Certificates will have no principal amount
and no Pass-Through Rate, but (insofar as such Certificates represent the REMIC II Residual Interest) will entitle Holders thereof
to receive the proceeds of any assets remaining in REMIC II after all the REMIC II Regular Interests have been paid in full.


 





	Designations
    of

    REMIC II

    Regular Interests	Initial
 REMIC II
 Principal Amount	Corresponding

    Certificates	Corresponding
    

Class X REMIC III

    Regular Interest
	 	 	 	 
	A-1	$	32,700,000	Class
    A-1	X-A-1
	A-2	$	6,300,000	Class
    A-2	X-A-2
	A-SB	$	51,500,000	Class
    A-SB	X-A-SB
	A-3	$	160,000,000	Class
    A-3	X-A-3
	A-4	$	313,000,000	Class
    A-4	X-A-4
	A-S	$	48,300,000	Class
    A-S	X-A-S
	B	$	53,331,000	Class
    B	X-B
	C	$	37,231,000	Class
    C	N/A
	D	$	25,156,000	Class
    D	X-D
	E	$	18,113,000	Class
    E	X-E
	F	$	18,700,000	Class
    F	X-F
	G	$	10,481,000	Class
    G	X-G
	H	$	7,293,000	Class
    H	X-H
	J	$	22,895,200	Class
    J	X-J


 


REMIC III


 


As provided herein, with
respect to the Trust, the Certificate Administrator on behalf of the Trustee will make an election for the segregated pool of assets
described in the third (3rd) paragraph of Section 12.1(a) hereof consisting of the REMIC II Regular Interests
to be treated for federal income tax purposes as a REMIC (“REMIC III”). The Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates and the
Class X REMIC III Regular Interests will be designated as the “regular interests” in REMIC III, and the Class R Certificates
will evidence the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions.


 


The following table sets
forth the Class designation, initial Aggregate Certificate Balance (or initial Notional Amount) and corresponding REMIC II Regular
Interest(s) (each, a “Corresponding REMIC II Regular Interest”) with respect to each Class of REMIC III Regular
Certificates. On each Distribution Date, the Pass-Through Rate for each Class of Certificates (other than the Class V and Class
R Certificates) will be determined as set forth herein under the definition of “Pass-Through Rate.” The Class R Certificates
will have no Aggregate Certificate Balance or Pass-Through Rate, but (insofar as such Certificates represent the REMIC III Residual
Interest) will entitle the Holders thereof to receive the proceeds of any remaining assets in REMIC III after the Aggregate Certificate
Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D, Class E, Class F,
Class G, Class H


 



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and Class J Certificates have been reduced to zero and any Collateral Support Deficits previously allocated thereto
(and any interest thereon) have been reimbursed.


 





	Class
    Designation	Initial Aggregate
 Certificate Balance
 or Notional Amount	Corresponding
    REMIC II Regular 

Interest(s)
	 	 	 
	Class
    A-1	$	32,700,000	A-1
	Class
    A-2	$	6,300,000	A-2
	Class
    A-SB	$	51,500,000	A-SB
	Class
    A-3	$	160,000,000	A-3
	Class
    A-4	$	313,000,000	A-4
	Class
    A-S	$	48,300,000	A-S
	Class B	$	53,331,000	B
	Class
    C	$	37,231,000	C
	Class D	$	25,156,000	D
	Class E	$	18,113,000	E
	Class F	$	18,700,000	F
	Class G	$	10,481,000	G
	Class H	$	7,293,000	H
	Class J	$	22,895,200	J
	Class
    X-A(a)	$	563,500,000(b)	A-1,
    A-2, A-SB, A-3 and A-4(c)
	Class
    X-B(d)	$	101,631,000(b)	A-S
    and B(e)
	Class
    X-D(f)	$	43,269,000(b)	D
    and E(g)
	Class
    X-F(h)	$	18,700,000(b)	F(i)
	Class
    X-G(j)	$	10,481,000(b)	G(k)
	Class
    X-H(l)	$	7,293,000(b)	H(m)
	Class
    X-J(n)	$	22,895,200(b)	J(o)


 


		(a)	The Class X-A Certificates represent ownership of the
Class X-A REMIC III Regular Interest(s).



 


		(b)	Notional Amount equals the aggregate REMIC II Principal
Amount of the Corresponding REMIC II Regular Interest(s).



 


		(c)	REMIC II Regular Interest A-1 is the Corresponding REMIC
II Regular Interest with respect to REMIC III Regular Interest X-A-1; REMIC II Regular Interest A-2 is the Corresponding REMIC
II Regular Interest with respect to REMIC III Regular Interest X-A-2; REMIC II Regular Interest A-SB is the Corresponding REMIC
II Regular Interest with respect to REMIC III Regular Interest X-A-SB; REMIC II Regular Interest A-3 is the Corresponding REMIC
II Regular Interest with respect to REMIC III Regular Interest X-A-3; and REMIC II Regular Interest A-4 is the Corresponding REMIC
II Regular Interest with respect to REMIC III Regular Interest X-A-4.



 


		(d)	The Class X-B Certificates represent ownership of the
Class X-B REMIC III Regular Interests.



 


		(e)	REMIC II Regular Interest A-S is the Corresponding REMIC
II Regular Interest with respect to REMIC III Regular Interest X-A-S; and REMIC II Regular Interest B is the Corresponding REMIC
II Regular Interest with respect to REMIC III Regular Interest X-B.



 


		(f)	The Class X-D Certificates represent ownership of the
Class X-D REMIC III Regular Interests.



 



    	4



    	 



    

 


		(g)	REMIC II Regular Interest D is the Corresponding REMIC
II Regular Interest with respect to REMIC III Regular Interest X-D; and REMIC II Regular Interest E is the Corresponding REMIC
II Regular Interest with respect to REMIC III Regular Interest X-E.



 


		(h)	The Class X-F Certificates represent ownership of the
Class X-F REMIC III Regular Interest.



 


		(i)	REMIC II Regular Interest F is the Corresponding REMIC
II Regular Interest with respect to REMIC III Regular Interest X-F.



 


		(j)	The Class X-G Certificates represent ownership of the
Class X-G REMIC III Regular Interest.



 


		(k)	REMIC II Regular Interest G is the Corresponding REMIC
II Regular Interest with respect to REMIC III Regular Interest X-G.



 


		(l)	The Class X-H Certificates represent ownership of the
Class X-H REMIC III Regular Interest.



 


		(m)	REMIC II Regular Interest H is the Corresponding REMIC
II Regular Interest with respect to REMIC III Regular Interest X-H.



 


		(n)	The Class X-J Certificates represent ownership of the
Class X-J REMIC III Regular Interest.



 


		(o)	REMIC II Regular Interest J is the Corresponding REMIC
II Regular Interest with respect to REMIC III Regular Interest X-J.



 


GRANTOR TRUST


 


The parties intend that the
portion of the Trust consisting of the segregated pool of assets consisting of the Class V Specific Grantor Trust Assets (if any)
(such portion of the Trust, the “Grantor Trust”) be treated as a grantor trust under Subpart E of Part 1 of
subchapter J of the Code, as an “investment trust” under Treasury Regulations Section 301.7701-4(c) and as a “domestic
trust” under Treasury Regulations Section 301.7701-7. If any Class V Specific Grantor Trust Assets exist, then the Class
V Certificates shall represent undivided beneficial interests in a portion of the Grantor Trust consisting of the related Class
V Specific Grantor Trust Assets. For federal income tax purposes the Certificate Administrator shall treat the Grantor Trust as
a grantor trust and shall treat each Holder of a Class V Certificate as the owner of the individual, underlying assets represented
by any such Certificate. In addition, to the fullest extent possible, ownership of a Class V Certificate shall be treated as direct
ownership of the individual, underlying assets represented by such Certificate for federal income tax reporting purposes.


 


ARTICLE
I

DEFINITIONS;

CALCULATIONS AND CERTAIN OTHER MATTERS


 


Section 1.1 Definitions.
    Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following
meanings:


 


“10-K Filing
Deadline” has the meaning set forth in Section 13.5.


 


“17g-5 Indemnified
Party” has the meaning set forth in Section 5.7(c).


 



    	5



    	 



    




 


“17g-5 Indemnifying
Party” means each of the 17g-5 Information Provider, the Special Servicer, the Certificate Administrator, the Trust
Advisor, the Certificate Registrar, the Trustee, the Custodian and (other than with respect to the Sellers, the Underwriters and
the Initial Purchasers) the Master Servicer.


 


“17g-5 Information
Provider” means the Certificate Administrator.


 


“17g-5 Information
Provider’s Website” means the internet website of the 17g-5 Information Provider, initially located at www.ctslink.com,
under the “NRSRO” tab of the respective transaction, access to which is limited to Rating Agencies and other NRSROs
who have provided an NRSRO Certification.


 


“30/360 Basis”
has the meaning set forth in the definition of REMIC I Net Mortgage Rate.


 


“525 Seventh
Avenue Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders
of the 525 Seventh Avenue Mortgage Loan and the 525 Seventh Avenue Serviced Companion Loan.


 


“525 Seventh
Avenue Loan Pair” means, collectively, the 525 Seventh Avenue Mortgage Loan and the 525 Seventh Avenue Serviced Companion
Loan.


 


“525 Seventh
Avenue Mortgage” means the Mortgage securing the 525 Seventh Avenue Loan Pair.


 


“525 Seventh
Avenue Mortgage Loan” means the Mortgage Loan evidenced by the promissory note designated “Note A-2”
and identified as “525 Seventh Avenue” on the Mortgage Loan Schedule and that is pari passu in right of payment
with the 525 Seventh Avenue Serviced Companion Loan to the extent set forth in the 525 Seventh Avenue Intercreditor Agreement.
The 525 Seventh Avenue Mortgage Loan is a “Mortgage Loan.”


 


“525 Seventh
Avenue Serviced Companion Loan” means, collectively, the promissory notes designated “Note A-1,” “Note
A-3” and “Note A-4” that are not included in the Trust and are pari passu in right of payment with the
525 Seventh Avenue Mortgage Loan to the extent set forth in the 525 Seventh Avenue Intercreditor Agreement. The 525 Seventh Avenue
Serviced Companion Loan is not a “Mortgage Loan.”


 


“A Note”
means, with respect to any A/B Whole Loan, the mortgage note (or notes) included in the Trust that is senior in right of payment
to the related Serviced B Note or any other subordinated note(s) to the extent set forth in the related Intercreditor Agreement.
There are no A Notes related to the Trust as of the Closing Date.


 


“A/B Whole Loan”
means any mortgage loan serviced under this Agreement that is divided into a senior mortgage note that is included in the Trust
and one or more subordinated mortgage note(s) not included in the Trust. References herein to an A/B Whole Loan shall be construed
to refer to the aggregate indebtedness under the related A Note and the related subordinated note(s). There are no A/B Whole Loans
related to the Trust as of the Closing Date.


 



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“A/B Whole Loan
Custodial Account” means each of the custodial sub-account(s) of the Collection Account (but which are not included
in the Trust) created and maintained by the Master Servicer with respect to an A/B Whole Loan pursuant to Section 5.1(c)
on behalf of the holder of a related Serviced B Note. Any such sub-account(s) shall be maintained as a sub-account of an Eligible
Account.


 


“Acceptable Insurance
Default” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or
Loan Pair, any default arising when the related loan documents require that the related Mortgagor must maintain all risk casualty
insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined,
in its reasonable judgment in accordance with the Servicing Standard, but subject to Section 10.3 and the terms and conditions
of any related Intercreditor Agreement, that (i) such insurance is not available at commercially reasonable rates and the subject
hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic region
in which the related Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners
at current market rates), or (ii) such insurance is not available at any rate.


 


“Accountant”
means a person engaged in the practice of accounting who is Independent.


 


“Accrued Certificate
Interest” means: (a) with respect to any Class of Certificates (other than the Class X, Class V and Class R Certificates)
for any Distribution Date, interest accrued during the Interest Accrual Period relating to such Distribution Date on the Aggregate
Certificate Balance of such Class immediately prior to such Distribution Date at the applicable Pass-Through Rate for such Class
and Distribution Date; and (b) with respect to any Class of Class X Certificates for any Distribution Date, all Accrued Interest
with respect to the related Class X REMIC III Regular Interests for such Distribution Date. Accrued Certificate Interest will be
calculated on a 30/360 Basis.


 


“Accrued Interest”
means: (a) with respect to any REMIC I Regular Interest for any Distribution Date, interest accrued during the Interest Accrual
Period relating to such Distribution Date on the REMIC I Principal Amount of such REMIC I Regular Interest immediately prior to
such Distribution Date at the applicable Pass-Through Rate for such REMIC I Regular Interest and Distribution Date; (b) with respect
to any REMIC II Regular Interest for any Distribution Date, interest accrued during the Interest Accrual Period relating to such
Distribution Date on the REMIC II Principal Amount of such REMIC II Regular Interest immediately prior to such Distribution Date
at the applicable Pass-Through Rate for such REMIC II Regular Interest and Distribution Date; and (c) with respect to any Class
X REMIC III Regular Interest for any Distribution Date, interest accrued during the Interest Accrual Period relating to such Distribution
Date on the Notional Amount of such Class X REMIC III Regular Interest immediately prior to such Distribution Date at the applicable
Pass-Through Rate for such Class X REMIC III Regular Interest and Distribution Date. Accrued Interest will be calculated on a 30/360
Basis.


 


“Acquisition
Date” means the date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the
Code), the Trust or a REMIC Pool is deemed to


 



    	7



    	 



    

 


have acquired a Mortgaged Property (or an interest therein, in the case of the Mortgaged
Properties securing any A/B Whole Loan, Non-Serviced Mortgage Loan, Non-Serviced Companion Loan or Loan Pair).


 


“Actual Recoveries”
means any actual recoveries of Trust Advisor Expenses from third parties (i.e., other than the related Mortgagor) or from the related
Mortgagor to the extent such amounts paid by the related Mortgagor were specifically identified as a reimbursement of the Trust
Advisor Expenses and paid in respect of a Collection Period when no other amounts were currently due and owing (or when the related
Mortgagor contemporaneously paid all amounts due and owing) in respect of the related Mortgage Loan to which such Trust Advisor
Expenses related.


 


“Actual/360 Basis”
means the accrual of interest calculated on the basis of the actual number of days elapsed during any calendar month (or other
applicable accrual period, including any Interest Accrual Period) in a year assumed to consist of 360 days.


 


“Additional Disclosure
Notification” means the form of notification attached hereto as Schedule XIV to be included with any Additional
Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information.


 


“Additional Form
10-D Disclosure” has the meaning set forth in Section 13.4.


 


“Additional Form
10-K Disclosure” has the meaning set forth in Section 13.5.


 


“Additional Servicer”
means each Affiliate of the Master Servicer, the Special Servicer, the Sellers, the Certificate Administrator, the Custodian, the
Trustee, the Depositor or any of the Underwriters that Services any of the Mortgage Loans and each Person, other than the Special
Servicer, who is not an Affiliate of the Master Servicer, the Sellers, the Certificate Administrator, the Custodian, the Trustee,
the Depositor or any of the Underwriters, that Services 10% or more of the Mortgage Loans (based on their Unpaid Principal Balances).


 


“Additional Trust
Expense” means any of the following items: (i) Special Servicing Fees, Workout Fees and Liquidation Fees (in each
case to the extent not collected from the related Mortgagor); (ii) Advance Interest that cannot be paid in accordance with Section
4.6(c); (iii) amounts paid to indemnify the Master Servicer, the Special Servicer, any applicable Non-Serviced Mortgage Loan
Master Servicer, the Trust Advisor (subject to the last sentence of this definition), any applicable Non-Serviced Mortgage Loan
Special Servicer, the Trustee, the Custodian, the Certificate Administrator (or any other Person) pursuant to the terms of this
Agreement; (iv) to the extent not otherwise paid, any federal, state, or local taxes imposed on the Trust or its assets and paid
from amounts on deposit in the Collection Account or Distribution Account; and (v) subject to the last sentence of this definition,
to the extent not otherwise covered by indemnification by one of the parties hereto or otherwise and not payable by the related
Mortgagor under any Mortgage Loan, any other unanticipated cost, liability, or expense (or portion thereof) of the Trust (including
costs of collecting such amounts or other Additional Trust Expenses) that the Trust has not recovered, and in the judgment of the
Master Servicer (or Special Servicer) will not recover, from any other source; provided that, in the case of an A/B Whole
Loan or Loan Pair, “Additional Trust Expense” shall not include any of the


 



    	8



    	 



    

 


foregoing amounts to the extent that the
payment of those expenses are allocated to a related Serviced B Note as a result of the subordination of such related Serviced
B Note or to the related Serviced Companion Loan, in each case in accordance with the terms of the related Intercreditor Agreement.
Notwithstanding anything to the contrary, “Additional Trust Expenses” shall not include (A) allocable overhead of the
Master Servicer, the Special Servicer, any applicable Non-Serviced Mortgage Loan Master Servicer, any applicable Non-Serviced Mortgage
Loan Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator or the Certificate Registrar,
such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses, and similar
costs and expenses related to allocable overhead (and each of such parties shall be solely responsible for any such costs incurred
by it), or (B) with respect to any of the Class F Certificates or the Control Eligible Certificates, Trust Advisor Expenses (including
Excess Trust Advisor Expenses).


 


“Administrative
Cost Rate” means, with respect to each Mortgage Loan, the sum of the Master Servicing Fee Rate, the Trust Advisor
Fee Rate, the Certificate Administrator Fee Rate, the CREFC® License Fee Rate and, in the case of any Non-Serviced
Mortgage Loan, the related Pari Passu Loan Primary Servicing Fee Rate.


 


“Advance”
means either a P&I Advance or a Servicing Advance.


 


“Advance Interest”
means interest at the Advance Rate payable to the Master Servicer, the Special Servicer or the Trustee on outstanding Advances
(other than Unliquidated Advances) pursuant to Section 4.5 of this Agreement and any interest payable to any Non-Serviced
Mortgage Loan Master Servicer, any Non-Serviced Mortgage Loan Trustee or any Non-Serviced Mortgage Loan Fiscal Agent with respect
to Pari Passu Loan Nonrecoverable Advances pursuant to Section 4.4(c) hereof.


 


“Advance Rate”
means a per annum rate equal to the Prime Rate as published in the “Money Rates” section of The Wall Street
Journal from time to time. If The Wall Street Journal ceases to publish the “prime rate,” then the Trustee
shall select an equivalent publication that publishes such “prime rate”; and if such “prime rate” is no
longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body then the Trustee
shall select a comparable interest rate index. In either case, such selection shall be made by the Trustee in its reasonable discretion
and the Trustee shall notify the Master Servicer and the Special Servicer in writing of its selection.


 


“Advance Report
Date” means the second (2nd) Business Day prior to each Distribution Date.


 


“Adverse Grantor
Trust Event” means any action that, under the Code, if taken or not taken, as the case may be, would result in the
imposition of an entity level tax on the income of the Grantor Trust or any of its assets or transactions.


 


“Adverse REMIC
Event” means any action that, under the REMIC Provisions, if taken or not taken, as the case may be, would either
(i) endanger the status of any REMIC Pool as a REMIC or (ii) except as permitted by Section 9.14(e), result in the imposition
of a tax upon the income of any REMIC Pool or any of its assets or transactions, including without limitation


 






    	9



    	 



    

 







the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions set forth in Section 860G(d) of the Code.


 


“Affected Reporting
Party” has the meaning set forth in Section 13.12.


 


“Affiliate”
means, 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.


 


“Aggregate Certificate
Balance” means, when used with respect to Certificates, means, at any time of determination, the aggregate of the
Certificate Balances of any two or more Principal Balance Certificates or of all the Certificates of any particular Class or Classes
of Principal Balance Certificates.


 


“Aggregate Stated
Principal Balance” means, at the time of any determination and as the context may require, the aggregate of the Stated
Principal Balances for all Mortgage Loans (including REO Mortgage Loans).


 


“Agreement”
means this Pooling and Servicing Agreement and all amendments and supplements hereto.


 


“Allocable Modification
Fee” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan
or Loan Pair, as to which a Modification Fee is collected, the excess, if any, of (i) such Modification Fee, over (ii) 0.75% of
the Unpaid Principal Balance of such Mortgage Loan, A/B Whole Loan or Loan Pair immediately following the related restructuring,
modification, extension, waiver or amendment in connection with which such Modification Fee was collected.


 


“Anticipated
Repayment Date” means, with respect to each ARD Mortgage Loan, the anticipated maturity date set forth in the related
Mortgage Note.


 


“Applicable Control
Party” means, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), A/B Whole Loan, Loan Pair
or related REO Property, as the context may require, subject to the restrictions set forth in Section 10.1(c), the Controlling
Class Representative, if any (during any Subordinate Control Period and except with respect to an A/B Whole Loan or a Loan Pair
or a related REO Property as to which the holder of a related B Note or Companion Loan (or controlling portion thereof), as applicable,
or its designee is the related Loan-Specific Directing Holder, and except with respect to an Excluded Mortgage Loan) or any related
Loan-Specific Directing Holder (solely with respect to an A/B Whole Loan or a Loan Pair or a related REO Property as to which the
holder of a related B Note or Companion Loan (or controlling portion thereof), as applicable, or its designee is the related Loan-Specific
Directing Holder), as applicable. During any Collective Consultation Period and any Senior Consultation Period, there shall be
no Applicable Control Party except: (i) to the extent provided for under the related Intercreditor Agreement, with respect to an
A/B Whole Loan or a Loan Pair or a related REO Property as to which the holder of a related B Note or Companion Loan (or


 



    	10



    	 



    

 


controlling
portion thereof), as applicable, or its designee is the related Loan-Specific Directing Holder; and (ii) with respect to the Controlling
Class Representative if it is otherwise specifically granted consent rights during any Collective Consultation Period with respect
to any particular matter as set forth herein. Provisions in this Agreement that contemplate any other Person having to obtain the
consent or approval of, consult with or otherwise interact with an Applicable Control Party in circumstances involving a Mortgage
Loan, A/B Whole Loan, Loan Pair or related REO Property as to which there is no Applicable Control Party shall be of no force and
effect.


 


“Applicable Laws”
has the meaning set forth in Section 14.19.


 


“Appraisal”
means an appraisal by an Independent licensed MAI appraiser having at least five (5) years experience in appraising property of
the same type as, and in the same geographic area as, the Mortgaged Property being appraised, which appraisal complies with the
Uniform Standards of Professional Appraisal Practices and states the “market value” of the subject property as defined
in 12 C.F.R. § 225.62.


 


“Appraisal Event”
means, with respect to any Mortgage Loan, A/B Whole Loan or Loan Pair, the occurrence of the earliest of:


 


(a)          the
date on which a modification of such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be, becomes effective following
the occurrence of a Servicing Transfer Event that, among other things, materially affects the amount or timing of any payment of
principal or interest on such Mortgage Loan, A/B Whole Loan or Loan Pair or materially affects any other Money Term (other than
an extension of the date that a Balloon Payment is due for a period of less than six (6) months from the original due date of such
Balloon Payment), or changes any other material economic term of such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may
be, or impairs the security of such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be;


 


(b)          that
date on which such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be, is sixty (60) days or more delinquent in respect
of any Scheduled Payment (other than a Balloon Payment);


 


(c)          solely
in the case of a delinquent Balloon Payment, (i) the date occurring sixty (60) days beyond the date on which that Balloon Payment
was due (except as described in the following clause (ii)) or (ii) if the related Mortgagor has delivered a refinancing
commitment acceptable to the Special Servicer prior to the date sixty (60) days after maturity, the date occurring 120 days after
the date on which that Balloon Payment was due (or for such shorter period beyond the date on which that Balloon Payment was due
during which the refinancing is scheduled to occur);


 


(d)          that
date on which the related Mortgaged Property became an REO Property;


 


(e)          the
day on which Special Servicer receives notice that a receiver or similar official has been appointed (and continues in that capacity)
in respect of the related Mortgaged Property;


 



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(f)          the
date the related Mortgagor becomes subject to (i) a voluntary bankruptcy, insolvency or similar proceeding, or (ii) an involuntary
bankruptcy, insolvency or similar proceeding that remains undismissed for sixty (60) days; or


 


(g)          the
date on which such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be, remains outstanding five (5) years following
any extension of its maturity date pursuant to this Agreement.


 


Notwithstanding any of the
foregoing to the contrary, with respect to any Non-Serviced Mortgage Loan, an “Appraisal Event” shall occur upon receipt
of notice from the related Non-Serviced Mortgage Loan Master Servicer of an “Appraisal Event” pursuant to the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement, upon which notice the parties hereto may conclusively rely.


 


“Appraisal Reduction”
means, with respect to any Required Appraisal Loan (including any Required Appraisal Loan that is or is comprised of an REO Mortgage
Loan, REO Serviced B Note or REO Serviced Companion Loan, as the case may be) with respect to which an Appraisal or internal valuation
is performed pursuant to Section 6.9, an amount equal to the excess of (A) the sum of (i) the Stated Principal Balance of
such Required Appraisal Loan, less the principal amount of any payment guaranty or surety bond with a rating of at least “BBB-”
(or its equivalent) by a NRSRO and the undrawn principal amount of any letter of credit or debt service reserve, if applicable,
that is then securing such Required Appraisal Loan, (ii) to the extent not previously advanced by the Master Servicer, the Trustee
or, in respect of any Serviced Companion Loan, any related Other Master Servicer or Other Trustee, all accrued and unpaid interest
on such Required Appraisal Loan at a per annum rate equal to the applicable Mortgage Rate, (iii) all unreimbursed Advances
and interest on such Advances at the Advance Rate, and all Unliquidated Advances, with respect to such Required Appraisal Loan
(together with any similar amounts, including unreimbursed advances, due and owing under any related Other Companion Loan Pooling
and Servicing Agreement), and (iv) to the extent funds on deposit in any applicable Escrow Accounts are not sufficient therefor,
and to the extent not previously advanced by the Master Servicer, the Special Servicer or the Trustee all currently due and unpaid
real estate taxes and assessments, insurance premiums and, if applicable, ground rents and other amounts which were required to
be deposited in any Escrow Account (but were not deposited) in respect of the related Mortgaged Property or REO Property, as the
case may be, over (B) 90% of the Appraised Value (net of any prior mortgage liens) of the related Mortgaged Property or REO Property,
as the case may be, as determined by such Appraisal or internal valuation, as the case may be, plus the full amount of any escrows
held by or on behalf of the Trustee as security for such Required Appraisal Loan (less the estimated amount of the obligations
anticipated to be payable in the next twelve months to which such escrows relate); provided that, if any Required Appraisal
Loan is secured by more than one (1) Mortgaged Property (other than by cross-collateralization with another Mortgage Loan), and
one or more of the related Mortgaged Properties has been defeased, the Stated Principal Balance of such Required Appraisal Loan
shall not include the portion of the principal balance of such Required Appraisal Loan that has been defeased, and any defeasance
collateral will not be included for purposes of determining the value of the Mortgaged Property or REO Property that secures the
related Required Appraisal Loan; and provided, further, that each Appraisal Reduction will be reduced to zero as
of the date the related Required Appraisal Loan becomes a Rehabilitated Mortgage Loan and no Appraisal Reduction will exist as
to any


 



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Required Appraisal Loan after it has been paid in full, liquidated, repurchased or otherwise disposed of; and provided,
further, that any Appraisal Reduction in respect of any Non-Serviced Mortgage Loan shall be (x) calculated in accordance
with the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement based upon the applicable allocation of the items set
forth in clauses (A) and (B) above between the Non-Serviced Mortgage Loans and the related Non-Serviced Companion
Loans and all other related pari passu loans and B Notes and (y) applied to any Non-Serviced Mortgage Loan to the extent
notice of such Appraisal Reduction has been delivered to the Master Servicer by the related Non-Serviced Mortgage Loan Master Servicer.
Receipt by the Master Servicer of a distribution date statement from the related Non-Serviced Mortgage Loan Master Servicer shall
constitute notice of such Appraisal Reduction if such Appraisal Reduction information is contained therein, upon which the Master
Servicer may conclusively rely without any independent calculation. Notwithstanding the foregoing, (1) if an Appraisal is required
to be obtained in accordance with Section 6.9 of this Agreement but is not obtained within 120 days following the events
described in the applicable clause of the definition “Appraisal Event” (without regard to the time periods stated
therein), then, until such Appraisal is obtained and solely for purposes of determining the amounts of P&I Advances, the Appraisal
Reduction shall equal 25% of the Stated Principal Balance of the related Required Appraisal Loan; provided that, upon receipt
of an Appraisal, the Appraisal Reduction for such Required Appraisal Loan shall be recalculated in accordance with this definition
without regard to this sentence and (2) with respect to any Non-Serviced Mortgage Loan, if the related Non-Serviced Mortgage Loan
Master Servicer has not delivered notice of an Appraisal Reduction within 120 days following its notification of an Appraisal Event,
then, until such notice is received and solely for purposes of determining the amounts of P&I Advances, the Appraisal Reduction
shall equal 25% of the Stated Principal Balance of such Non-Serviced Mortgage Loan; provided that, upon receipt of such
notice, the Appraisal Reduction shall be the amount determined by such Non-Serviced Mortgage Loan Master Servicer.


 


“Appraised Value”
means, (i) with respect to any Mortgaged Property (other than the Mortgaged Property relating to a Non-Serviced Mortgage Loan),
the appraised value thereof determined by an Appraisal of the Mortgaged Property securing such Mortgage Loan made by an Independent
appraiser selected by the Master Servicer, the Special Servicer or, as and when provided in Section 6.9, the Requesting
Holders, as applicable, or, in the case of an internal valuation performed by the Special Servicer pursuant to Section 6.9,
the value of the Mortgaged Property determined by such internal valuation and (ii) with respect to the Mortgaged Property relating
to a Non-Serviced Mortgage Loan, the portion of the appraised value allocable thereto.


 


“Appraised-Out
Class” has the meaning set forth in Section 6.9.


 


“ARD Loan”
means any Mortgage Loan, Serviced B Note or Serviced Companion Loan that provides that if the unamortized principal balance thereof
is not repaid by a date certain set forth in the related loan documents, such Mortgage Loan, Serviced B Note or Serviced Companion
Loan, as the case may be, will accrue additional interest (payable under the related loan documents only after the original principal
balance of the subject Mortgage Loan, Serviced B Note or Serviced Companion Loan, as the case may be, has been paid or otherwise
discharged in full and, for the avoidance of doubt, excluding from such determination regarding the repayment or discharge of such
original principal balance any Excess Interest capitalized as


 



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additional principal pursuant to the related Mortgage Loan documents)
at the rate specified in the related Mortgage Note and the related Mortgagor is required to apply certain excess monthly cash flow
generated by the related Mortgaged Property to the repayment of the outstanding principal balance on such Mortgage Loan. As of
the Cut-off Date, the only ARD Loan related to the Trust is the Mortgage Loan identified as “Charles River Plaza North”
on the Mortgage Loan Schedule.


 


“ARD Mortgage
Loan” means a Mortgage Loan that is an ARD Loan. As of the Cut-off Date, the only ARD Mortgage Loan related to the
Trust is the Mortgage Loan identified as “Charles River Plaza North” on the Mortgage Loan Schedule.


 


“ARP Report”
has the meaning set forth in Section 13.12.


 


“Asset Status
Report” has the meaning set forth in Section 9.32.


 


“Assignment of
Leases” means, with respect to any Mortgage Loan, any assignment of leases, rents and profits or equivalent instrument,
whether contained in the related Mortgage or executed separately, assigning to the holder or holders of such Mortgage all of the
related Mortgagor’s interest in the leases, rents and profits derived from the ownership, operation, leasing or disposition
of all or a portion of the related Mortgaged Property as security for repayment of such Mortgage Loan.


 


“Assignment of
Mortgage” means an assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the transfer of the Mortgage to
the Trustee, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments
covering the Mortgage Loans secured by Mortgaged Properties located in the same jurisdiction, if permitted by law.


 


“Assumed Scheduled
Payment” means: (i) with respect to any Balloon Mortgage Loan as to which advancing is required hereunder for its
Maturity Date (provided that such Balloon Mortgage Loan has not been paid in full, and no Final Recovery Determination or
other sale or liquidation has occurred in respect thereof, on or before the end of the Collection Period in which such Maturity
Date occurs) and for any subsequent Due Date therefor as of which such Balloon Mortgage Loan remains outstanding and part of the
Trust, if no Scheduled Payment (other than the related delinquent Balloon Payment) is due for such Due Date, the scheduled monthly
payment of principal and/or interest deemed to be due in respect thereof on such Due Date equal to the Scheduled Payment that would
have been due in respect of such Balloon Mortgage Loan on such Due Date, if it had been required to continue to accrue interest
in accordance with its terms, and to pay principal in accordance with the amortization schedule in effect immediately prior to,
and without regard to the occurrence of, its most recent Maturity Date (as such may have been extended in connection with a bankruptcy
or similar proceeding involving the related Mortgagor or a modification, waiver or amendment of such Balloon Mortgage Loan granted
or agreed to by the Master Servicer or the Special Servicer pursuant to the terms hereof), and (ii) with respect to any REO Mortgage
Loan for any Due Date therefor as of which the related REO Property or an interest therein remains part of the Trust, the scheduled
monthly payment of principal and interest deemed to be due in respect thereof on such Due Date


 



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equal to the Scheduled Payment (or,
in the case of a Balloon Mortgage Loan described in clause (i) of this definition, the Assumed Scheduled Payment) that was
due in respect of the related Mortgage Loan on the last Due Date prior to its becoming an REO Mortgage Loan. The amount of the
Assumed Scheduled Payment for any A Note shall be calculated solely by reference to the terms thereof (as modified in connection
with any bankruptcy or similar proceeding involving the related Mortgagor or pursuant to a modification, waiver or amendment of
such Mortgage Loan granted or agreed to by the Master Servicer or the Special Servicer pursuant to the terms hereof) and without
regard to the remittance provisions of the related Intercreditor Agreement.


 


“Assumption Fees”
means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair, any and all
assumption fees of such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be, for transactions effected under Section
8.7 and/or Section 9.5 (excluding assumption application fees), actually paid by the related Mortgagor and other applicable
fees (excluding assumption application fees) actually paid by the related Mortgagor in accordance with the related loan documents,
with respect to any assumption or substitution agreement entered into by the Master Servicer or the Special Servicer, as applicable,
on behalf of the Trust (or, in the case of an A/B Whole Loan or a Loan Pair, on behalf of the Trust and the holder of any related
Serviced B Note or Serviced Companion Loan, as applicable) pursuant to, or paid by the related Mortgagor with respect to, any transfer
of an interest in such Mortgagor pursuant to Section 8.7 or Section 9.5, as applicable.


 


“Authenticating
Agent” means any authenticating agent serving in such capacity pursuant to Section 7.10.


 


“Authorized Officer”
means any Person that may execute an Officer’s Certificate on behalf of the Depositor.


 


“Available Advance
Reimbursement Amount” has the meaning set forth in Section 4.6(a).


 


“Available Distribution
Amount” means, with respect to any Distribution Date, an amount equal to the aggregate, without duplication, of the
following amounts payable with respect to the Certificates: (a) all amounts on deposit in the Distribution Account (or any subaccount
thereof) as of the commencement of business on such Distribution Date that represent payments and other collections on or in respect
of the Mortgage Loans and any REO Properties that were received by the Master Servicer or the Special Servicer through the end
of the related Collection Period (together with any amounts received in respect of payments or other collections relating to any
Non-Serviced Mortgage Loan from the related Non-Serviced Mortgage Loan Master Servicer as part of the applicable monthly remittance)
exclusive of any portion thereof that represents one or more of the following: (i) any such amounts that were deposited in the
Distribution Account in error, (ii) amounts that are payable or reimbursable to any Person other than the Holders of the Principal
Balance Certificates and the Class X and Class R Certificates (including, without limitation, amounts payable (A) to the Master
Servicer in respect of unpaid Master Servicing Fees, the Special Servicer in respect of unpaid Special Servicer Compensation, the
Trust Advisor in respect of unpaid Trust Advisor Fees or Trust Advisor Consulting Fees (to the extent that such Trust Advisor Consulting
Fee is actually


 



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received from the related Mortgagor), the Certificate Administrator in respect of unpaid Certificate Administrator
Fees, including any portion of the Certificate Administrator Fees payable to the Trustee in respect of unpaid Trustee Fees or to
the Custodian in respect of unpaid Custodian Fees or CREFC® in respect of unpaid CREFC® License Fees
and/or (B) in reimbursement of outstanding Advances (with interest thereon)), (iii) amounts that constitute Prepayment Premiums,
(iv) except with respect to the final Distribution Date, if such Distribution Date occurs during January, other than during a leap
year, or February of any year, the Interest Reserve Amounts of one (1) day’s interest with respect to Interest Reserve Loans
deposited in the Interest Reserve Account; (v) in the case of each REO Property related to an A/B Whole Loan or Loan Pair, all
amounts received with respect to such A/B Whole Loan or Loan Pair that are required to be paid to the holder of any related Serviced
B Note or Serviced Companion Loan, as applicable, pursuant to the terms of the related Serviced B Note or Serviced Companion Loan,
as applicable, and the related Intercreditor Agreement (which amounts will be deposited into the related Custodial Account pursuant
to Section 5.1(c) and withdrawn from such account pursuant to Section 5.2(a)); and (vi) Scheduled Payments collected
but due on a Due Date subsequent to the related Collection Period; and (b) if and to the extent not already among the amounts described
in clause (a), (i) the aggregate amount of any P&I Advances made by the Master Servicer or the Trustee for such Distribution
Date on the Mortgage Loans pursuant to Section 4.1 and/or Section 4.3, (ii) the aggregate amount of any Compensating
Interest payments made by the Master Servicer on the Mortgage Loans for such Distribution Date pursuant to the terms hereof, (iii)
if such Distribution Date occurs in March of any year, commencing March 2016, or on the final Distribution Date, the aggregate
of the Interest Reserve Amounts then held on deposit in the Interest Reserve Account in respect of each Interest Reserve Loan;
and (iv) any Balloon Payments received during the period that begins two (2) Business Days immediately preceding the related Master
Servicer Remittance Date and ends on such Master Servicer Remittance Date and remitted by the Master Servicer to the Distribution
Account pursuant to Section 5.2(c).


 


“B Note”
means (i) with respect to any A/B Whole Loan or Loan Pair, any related subordinated note not included in the Trust, which is subordinated
in right of payment to the related A Note to the extent set forth in the related Intercreditor Agreement and (ii) the promissory
note comprising the Charles River Plaza North B Note. The only B Note related to any Mortgage Loans included in the Trust on the
Closing Date is the promissory note comprising the Charles River Plaza North B Note.


 


“Balloon Loan”
means a Mortgage Loan, A/B Whole Loan or Loan Pair that provides for Scheduled Payments based on an amortization schedule that
is significantly longer than its term to maturity and that is expected to have a remaining principal balance equal to or greater
than 5% of its Cut-Off Date Principal Balance as of its stated maturity date, unless prepaid prior thereto.


 


“Balloon Mortgage
Loan” means a Mortgage Loan that is a Balloon Loan.


 


“Balloon Payment”
means, with respect to any Balloon Loan (and any related B Note, Serviced Companion Loan or Non-Serviced Companion Loan), the Scheduled
Payment payable on the Maturity Date of such Balloon Loan.


 



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“BACM 2015-UBS7
Pooling and Servicing Agreement” means the pooling and servicing agreement, dated as of September 1, 2015, between
Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, LNR Partners, LLC, as special servicer, Pentalpha Surveillance LLC, as trust advisor, and U.S. Bank National
Association, as trustee, certificate administrator, certificate registrar, authenticating agent and custodian.


 


“BANA”
has the meaning set forth in the Preliminary Statement hereto.


 


“BANA Lender
Successor Borrower Right” has the meaning set forth in Section 8.3(h) hereof.


 


“BANA Loans”
means, collectively, those Mortgage Loans sold to the Depositor pursuant to Mortgage Loan Purchase Agreement II and shown on Schedule
II hereto (or, with respect to any Joint Mortgage Loan, BANA’s pro rata share of such Joint Mortgage Loans
based on BANA’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage
Loan).


 


“Bankruptcy Loss”
means a loss arising from a proceeding under the United States Bankruptcy Code or any other similar state law or other proceeding
with respect to the Mortgagor of, or Mortgaged Property under, a Mortgage Loan, A/B Whole Loan or Loan Pair, including, without
limitation, any Deficient Valuation Amount or losses, if any, resulting from any Debt Service Reduction Amount for the month in
which the related Distribution Date occurs.


 


“Base Interest
Fraction” means, with respect to any Principal Prepayment of any Mortgage Loan that provides for payment of a Prepayment
Premium, and with respect to any Class of Principal Balance Certificates, a fraction (A) whose numerator is the greater of (x)
zero and (y) the difference between (i) the Pass-Through Rate on that Class of Certificates and (ii) the applicable Discount Rate
and (B) whose denominator is the difference between (i) the Mortgage Rate on the related Mortgage Loan and (ii) the applicable
Discount Rate, provided that under no circumstances will the Base Interest Fraction be greater than one. If the Discount
Rate referred to above is greater than or equal to the Mortgage Rate on the related Mortgage Loan, then the Base Interest Fraction
will equal zero; provided that if the Discount Rate referred to above is greater than or equal to the Mortgage Rate on the
related Mortgage Loan, but is less than the Pass-Through Rate on the subject Class of Principal Balance Certificates, then the
Base Interest Fraction shall be equal to 1.0.


 


“Book-Entry Certificates”
means any Certificates as to which ownership and transfer thereof shall be made through book entries as set forth in Section
3.7; provided, that after the occurrence of a condition whereupon book-entry registration and transfer are no longer
authorized and Definitive Certificates are to be issued to the Certificate Owners, such certificates shall no longer be “Book-Entry
Certificates.”


 


“Borrower Party”
means (a) a borrower, a Mortgagor, a Manager or any Affiliate thereof, (b) solely with respect to the ten (10) largest Mortgage
Loans or groups of Crossed Mortgage Loans in the Trust Fund (based on their respective principal balances at the applicable time
of determination), (i) any Person that owns, directly or indirectly, 25% or more


 



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of a borrower, Mortgagor or Manager of a Mortgaged
Property or (ii) any Person that owns, directly or indirectly, 25% or more of a beneficial interest in any mezzanine lender of
any mezzanine loan related to a Mortgage Loan that has accelerated such mezzanine loan as set forth in clause (c) or (c)
any mezzanine lender (or any Affiliate thereof) of any mezzanine loan related to a Mortgage Loan that has accelerated such mezzanine
loan (unless (A) acceleration was automatic under such mezzanine loan, (B) 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 (C) 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 proceedings with respect to such mezzanine loan against the equity interests
in the Mortgagor(s) of such Mortgage Loan.


 


“Business Day”
means any day other than (i) a Saturday or a Sunday, (ii) a day on which the Federal Reserve or the New York Stock Exchange is
closed, (iii) a legal holiday in New York, New York or any principal city (or cities) in which any of the Special Servicer, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator or the Master Servicer conducts servicing or trust operations
or in which any such party’s corporate office or corporate trust office is located, or (iv) a day on which banking institutions
or savings associations in New York, New York or any principal city (or cities) in which any of the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator or the Master Servicer conducts servicing or trust operations
or in which any such party’s corporate office or corporate trust office is located, are authorized or obligated by law or
executive order to be closed.


 


“Calculation
Rate” means a discount rate appropriate for the type of cash flows being discounted, namely: (A) for principal and
interest payments on a Mortgage Loan, Serviced B Note or Serviced Companion Loan or from the sale of a Defaulted Loan, the higher
of (1) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would
be obtainable by the related Mortgagor on similar non-defaulted debt of the related Mortgagor as of such date of determination,
and (2) the related Mortgage Rate based on its Unpaid 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.


 


“Cape May Hotels
Directing Holder” means the “Controlling Note Holder” or any analogous term under the Cape May Hotels
Intercreditor Agreement.


 


“Cape May Hotels
Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders of
the promissory notes comprising the Cape May Hotels Non-Serviced Loan Combination.


 


“Cape May Hotels
Mortgage” means the Mortgage securing the Cape May Hotels Non-Serviced Loan Combination.


 


“Cape May Hotels
Mortgage Loan” means the Mortgage Loan evidenced by the promissory note designated “Note A-2” and identified
as “Cape May Hotels” on the Mortgage Loan Schedule and that is pari passu in right of payment with the Cape
May Hotels


 



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Non-Serviced Companion Loan to the extent set forth in the Cape May Hotels Intercreditor Agreement. The Cape May Hotels
Mortgage Loan is a “Mortgage Loan.”


 


“Cape May Hotels
Non-Serviced Companion Loan” means the promissory note designated as “Note A-1” that is
not included in the Trust and is pari passu in right of payment with the Cape May Hotels Mortgage Loan to the extent set
forth in the Cape May Hotels Intercreditor Agreement. The Cape May Hotels Non-Serviced Companion Loan is not a “Mortgage
Loan.”


 


“Cape May Hotels
Non-Serviced Loan Combination” means, collectively, the Cape May Hotels Mortgage Loan and the Cape May Hotels Non-Serviced
Companion Loan.


 


“Cash Liquidation”
means, as to any Defaulted Loan other than a Mortgage Loan with respect to which the related Mortgaged Property became REO Property,
the sale of such Defaulted Loan for cash. The Master Servicer shall maintain records in accordance with the Servicing Standard
(and, in the case of Specially Serviced Mortgage Loans, based solely on the written reports with respect to such Cash Liquidation
delivered by the Special Servicer to the Master Servicer), of each Cash Liquidation.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. § 9601, et
seq.).


 


“Certificate
Administrator” means Wells Fargo Bank, National Association and any successor or assign, as provided herein. Wells
Fargo Bank, National Association, will perform its duties as Certificate Administrator hereunder through its Corporate Trust Services
division.


 


“Certificate
Administrator Fee” means, with respect to each Mortgage Loan (including a Mortgage Loan if it relates to an REO Property
or is a Defeasance Loan) for any related Mortgage Loan Accrual Period, the amount of interest accrued during such related Mortgage
Loan Accrual Period at the related Certificate Administrator Fee Rate on the same balance, in the same manner and for the same
number of days as interest at the applicable Mortgage Rate accrued with respect to such Mortgage Loan during such related Mortgage
Loan Accrual Period; provided, that a portion of the Certificate Administrator Fee shall be applied to pay the Trustee Fee
and the Custodian Fee.


 


“Certificate
Administrator Fee Rate” means 0.0050% per annum, which rate includes the per annum rate applicable
to calculation of the Trustee Fee and the Custodian Fee.


 


“Certificate
Administrator Indemnification Agreement” means that certain indemnification agreement, dated the Pricing Date, between
the Certificate Administrator, the Depositor, the Initial Purchasers and the Underwriters, which agreement may be the same agreement
as the Trustee Indemnification Agreement, if the Certificate Administrator and the Trustee are the same entity.


 


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


 



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“Certificate
Balance” means, with respect to any Principal Balance Certificate, as of any date or time of determination, the maximum
specified dollar amount of principal to which the Holder of such Certificate is then entitled hereunder, such amount being equal
to the initial principal amount set forth on the face of such Certificate (in the case of a Certificate), minus (a)(i) the amount
of all principal distributions previously made pursuant to Section 6.5(a), (ii) all Collateral Support Deficits allocated
pursuant to Section 6.6, and (iii) any Excess Trust Advisor Expenses allocated pursuant to Section 6.11, in each
case with respect to such Certificate in reduction of its Certificate Balance, plus (b) any prior increase in the Certificate Balance
of such Certificate attributable to the amounts identified in clause (I)(C) of the definition of “Principal Distribution
Amount” with respect to any Distribution Date, plus (c) any prior increase in the Certificate Balance of such Certificate
pursuant to Section 6.11 in connection with the allocation of Actual Recoveries of Trust Advisor Expenses. On each Distribution
Date, prior to any distributions being made on such Distribution Date, the Certificate Balances of the Principal Balance Certificates
will be increased by the aggregate of the amounts identified in clause (I)(C) of the definition of “Principal Distribution
Amount” for such Distribution Date, such increase to be allocated to the respective Classes of the Principal Balance Certificates
in descending sequential order of payment priority (i.e., to the most senior such Class first), in each case up to, and
in reduction of, the amount of Collateral Support Deficits previously allocated thereto and not otherwise reimbursed hereunder.
Any such increase in the Certificate Balances of the Principal Balance Certificates of any particular Class thereof shall, in turn,
be allocable among such Principal Balance Certificates on a pro rata basis in accordance with their respective initial Certificate
Balances.


 


“Certificate
Owner” means, with respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry
Certificate, as may be reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such
Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).


 


“Certificate
Register” has the meaning set forth in Section 3.2.


 


“Certificate
Registrar” means the registrar appointed pursuant to Section 3.2, which initially shall be the Certificate
Administrator. Wells Fargo Bank, National Association, will perform its duties as Certificate Registrar hereunder through its Corporate
Trust Services division.


 


“Certificateholders”
has the meaning set forth in the definition of “Holder.”


 


“Certificates”
means, collectively, the REMIC III Regular Certificates and the Class V and Class R Certificates.


 


“Certification
Parties” has the meaning set forth in Section 13.6 and shall also include such parties in an Other Securitization.


 


“Certifying Certificateholder”
means a Certificateholder or Certificate Owner that has provided the Certificate Administrator with an executed Investor Certification.


 


“Certifying Person”
has the meaning set forth in Section 13.6.


 



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“Certifying Servicer”
has the meaning set forth in Section 13.9.


 


“Charles River
Plaza North B Note” means the promissory note designated the “Junior Note” that is generally subordinate
in right of payment to the Charles River Plaza North Mortgage Loan and the Charles River Plaza North Non-Serviced Companion Loan
to the extent provided in the Charles River Plaza North Intercreditor Agreement. The Charles River Plaza North B Note is not a
“Mortgage Loan” and is not included in the Trust.


 


“Charles River
Plaza North Directing Holder” means the “Controlling Note Holder” or analogous term, if any, under the
Charles River Plaza North Intercreditor Agreement.


 


“Charles River
Plaza North Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial
holders of the promissory notes comprising the Charles River Plaza North Non-Serviced Loan Combination.


 


“Charles River
Plaza North Mortgage” means the Mortgage securing the Charles River Plaza North Non-Serviced Loan Combination.


 


“Charles River
Plaza North Mortgage Loan” means the Mortgage Loan evidenced by the promissory note designated “Note A-3-2”
and identified as “Charles River Plaza North” on the Mortgage Loan Schedule and that is (a) pari passu in right
of payment with the Charles River Plaza North Non-Serviced Companion Loan to the extent set forth in the Charles River Plaza North
Intercreditor Agreement and (b) together with the Charles River Plaza North Non-Serviced Companion Loan, generally senior in right
of payment to the Charles River Plaza North B Note to the extent set forth in the Charles River Plaza North Intercreditor Agreement.
The Charles River Plaza North Mortgage Loan is a “Mortgage Loan.”


 


“Charles River
Plaza North Non-Serviced Companion Loan” means, collectively, the promissory notes designated “Note A-1,”
“Note A-2” and “Note A-3-1” that are not included in the Trust and are pari passu in right of payment
with the Charles River Plaza North Mortgage Loan to the extent set forth in the Charles River Plaza North Intercreditor Agreement
and that are, together with the Charles River Plaza North Mortgage Loan, generally senior in right of payment to the Charles River
Plaza North B Note to the extent set forth in the Charles River Plaza North Intercreditor Agreement. The Charles River Plaza North
Non-Serviced Companion Loan is not a “Mortgage Loan.”


 


“Charles River
Plaza North Non-Serviced Loan Combination” means, collectively, the Charles River Plaza North Mortgage Loan, the
Charles River Plaza North Non-Serviced Companion Loan and the Charles River Plaza North B Note.


 


“Class”
means all Certificates bearing the same alphabetic or alphanumeric class designation.


 


“Class A Senior
Certificates” means the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class
A-3 Certificates and the Class A-4 Certificates.


 



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“Class A-1 Certificates,”
“Class A-2 Certificates,” “Class A-SB Certificates,” “Class A-3
Certificates,” “Class A-4 Certificates,” “Class A-S Certificates,”
“Class X-A Certificates,” “Class X-B Certificates,” “Class X-D
Certificates,” “Class X-F Certificates,” “Class X-G Certificates,”
“Class X-H Certificates,” “Class X-J Certificates,” “Class B Certificates,”
“Class C Certificates,” “Class D Certificates,” “Class E Certificates,”
“Class F Certificates,” “Class G Certificates,” “Class H Certificates,”
“Class J Certificates,” “Class V Certificates” and “Class R Certificates”
mean, in each such case, the Certificates designated as “Class A-1,” “Class A-2,” “Class A-SB,”
“Class A-3,” “Class A-4,” “Class A-S,” “Class X-A,” “Class X-B,” “Class
X-D,” “Class X-F,” “Class X-G,” “Class X-H,” “Class X-J,” “Class B,”
“Class C,” “Class D,” “Class E,” “Class F,” “Class G,” “Class
H,” “Class J,” “Class V” and “Class R,” respectively, on the face thereof, in substantially
the forms attached hereto as Exhibits A-1 to A-23.


 


“Class V Specific
Grantor Trust Assets” means that portion of the Trust consisting of any Excess Interest (whether now or hereafter
arising) and the Excess Interest Sub-account.


 


“Class X Certificate”
means any Class X-A Certificate, Class X-B Certificate, Class X-D Certificate, Class X-F Certificate, Class X-G Certificate, Class
X-H Certificate or Class X-J Certificate.


 


“Class X-A REMIC
III Regular Interest” means any of REMIC III Regular Interest X-A-1, REMIC III Regular Interest X-A-2, REMIC III
Regular Interest X-A-SB, REMIC III Regular Interest X-A-3 and REMIC III Regular Interest X-A-4. The Class X-A REMIC III Regular
Interests relate to, and are evidenced by, the Class X-A Certificates.


 


“Class X-B REMIC
III Regular Interest” means any of REMIC III Regular Interest X-A-S and REMIC III Regular Interest X-B. The Class
X-B REMIC III Regular Interests relate to, and are evidenced by, the Class X-B Certificates.


 


“Class X-D REMIC
III Regular Interest” means any of REMIC III Regular Interest X-D and REMIC III Regular Interest X-E. The Class X-D
REMIC III Regular Interests relate to, and are evidenced by, the Class X-D Certificates.


 


“Class X-F REMIC
III Regular Interest” means REMIC III Regular Interest X-F. The Class X-F REMIC III Regular Interest relates to,
and is evidenced by, the Class X-F Certificates.


 


“Class X-G REMIC
III Regular Interest” means REMIC III Regular Interest X-G. The Class X-G REMIC III Regular Interest relates to,
and is evidenced by, the Class X-G Certificates.


 


“Class X-H REMIC
III Regular Interest” means REMIC III Regular Interest X-H. The Class X-H REMIC III Regular Interest relates to,
and is evidenced by, the Class X-H Certificates.


 



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“Class X-J REMIC
III Regular Interest” means REMIC III Regular Interest X-J. The Class X-J REMIC III Regular Interest relates to,
and is evidenced by, the Class X-J Certificates.


 


“Class X REMIC
III Regular Interest” means any Class X-A REMIC III Regular Interest, Class X-B REMIC III Regular Interest, Class
X-D REMIC III Regular Interest, Class X-F REMIC III Regular Interest, Class X-G REMIC III Regular Interest, Class X-H REMIC III
Regular Interest or Class X-J REMIC III Regular Interest.


 


“Class X Strip
Rate” means, with respect to any REMIC II Regular Interest for any Distribution Date, the excess, if any, of the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over the Pass-Through Rate for the Class of Corresponding
Certificates.


 


“Clearing Agency”
means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act, which initially
shall be the Depository.


 


“Clearstream
Bank” means Clearstream Banking, société anonyme.


 


“Closing Date”
means December 15, 2015.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, any successor statutes thereto, and applicable U.S. Department
of Treasury regulations issued pursuant thereto in temporary or final form and proposed regulations thereunder, to the extent that,
by reason of their proposed effective date, such proposed regulations would apply to the Trust.


 


“Collateral Support
Deficit” means:


 


(a) with respect to any REMIC
I Regular Interest, as of any Distribution Date, following the deemed distributions with respect to such REMIC I Regular Interest
on such Distribution Date pursuant to Section 6.3(a), but prior to any reduction in the REMIC I Principal Amount of such
REMIC I Regular Interest on such Distribution Date pursuant to Section 6.6(a), the amount, if any, by which (i) the then
Stated Principal Balance of the Mortgage Loan (including an REO Mortgage Loan) as to which such REMIC I Regular Interest is the
Corresponding REMIC I Regular Interest, is less than (ii) the then REMIC I Principal Amount of such REMIC I Regular Interest;


 


(b) with respect to the REMIC
II Regular Interests, as of any Distribution Date, following any deemed allocations of Trust Advisor Expenses to REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-SB, REMIC II Regular Interest A-3, REMIC II Regular Interest
A-4, REMIC II Regular Interest A-S, REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC II Regular Interest D and REMIC
II Regular Interest E on such Distribution Date pursuant to Section 6.11 and the deemed distributions with respect to the
REMIC II Regular Interests on such Distribution Date pursuant to Section 6.4, but prior to any reduction in the REMIC II
Principal Amounts of the REMIC II Regular Interests on such Distribution Date pursuant to Section 6.6(b), the amount, if
any, by which (i) the then Aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loan)


 



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(for purposes
of this calculation only, not giving effect to any reductions of such Aggregate Stated Principal Balance for principal payments
received on the Mortgage Loans (including any REO Mortgage Loan) that were used to reimburse the Master Servicer, the Special Servicer
or the Trustee from general collections of principal on the Mortgage Loans (including any REO Mortgage Loan) for Workout-Delayed
Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable
Advances), is less than (ii) the then aggregate REMIC II Principal Amount of the REMIC II Regular Interests; and


 


(c) with respect to the Principal
Balance Certificates, as of any Distribution Date, following any allocations of Trust Advisor Expenses to the Class A Senior Certificates
and the Class A-S, Class B, Class C, Class D and Class E Certificates on such Distribution Date pursuant to Section 6.11
and the distributions with respect to the Principal Balance Certificates on such Distribution Date pursuant to Section 6.5,
but prior to any reduction in the respective Certificate Balances of the Principal Balance Certificates on such Distribution Date
pursuant to Section 6.6(c), the amount, if any, by which (i) the then Aggregate Stated Principal Balance of the Mortgage
Loans (including any REO Mortgage Loans) (for purposes of this calculation only, not giving effect to any reductions of the Aggregate
Stated Principal Balance for principal payments received on the Mortgage Loans (including REO Mortgage Loans) that were used to
reimburse the Master Servicer, the Special Servicer or the Trustee from general collections of principal on the Mortgage Loans
(including REO Mortgage Loans) for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts
are not otherwise determined to be Nonrecoverable Advances), is less than (ii) the then Aggregate Certificate Balance of the Principal
Balance Certificates.


 


“Collection Account”
means one or more separate accounts established and maintained by the Master Servicer (or any Sub-Servicer on behalf of the Master
Servicer) pursuant to Section 5.1(a).


 


“Collection Period”
means, with respect to any Distribution Date, the period beginning on the day after the Determination Date in the month preceding
the month of such Distribution Date (or, in the case of the first (1st) Distribution Date, commencing immediately following
the Cut-Off Date) and ending on the Determination Date in the month in which the Distribution Date occurs.


 


“Collective Consultation
Period” means (subject to the second sentence of the definition of “Senior Consultation Period” and the
first proviso of the definition of “Subordinate Control Period”) any period when both (i) the Aggregate Certificate
Balance of the Class G Certificates, as notionally reduced by any Appraisal Reductions allocable to such Class in accordance with
Section 6.9, is less than 25% of the initial Aggregate Certificate Balance of the Class G Certificates and (ii) the Aggregate
Certificate Balance of the Class G Certificates, without regard to any Appraisal Reductions allocable to such Class in accordance
with Section 6.9, is at least 25% of the initial Aggregate Certificate Balance of the Class G Certificates.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 



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“Compensating
Interest” means with respect to any Distribution Date, an amount equal to the lesser of (A) the excess, if any, of
(i) Prepayment Interest Shortfalls incurred during the related Collection Period in respect of all Mortgage Loans (and not in respect
of any B Note, any Serviced Companion Loan, any Non-Serviced Companion Loan, any Specially Serviced Mortgage Loan or any Mortgage
Loan that was previously a Specially Serviced Mortgage Loan with respect to which the Special Servicer has waived or amended the
prepayment restrictions) resulting from voluntary or involuntary Principal Prepayments made thereon over (ii) the aggregate of
Prepayment Interest Excesses resulting from Principal Prepayments on such Mortgage Loans collected during the related Collection
Period and (B) the aggregate of the portion of the aggregate Master Servicing Fee accrued at a rate per annum equal to 0.00125%
(0.125 basis points) for the related Collection Period calculated in respect of such Mortgage Loans (including any related REO
Mortgage Loans), plus any investment income earned on the amount prepaid prior to such Distribution Date; provided that
Compensating Interest shall only include (without regard to clause (B) above), the amount of any Prepayment Interest Shortfall
otherwise described in clause (A) above incurred in connection with any Principal Prepayment received in respect of any
such Mortgage Loan during the related Collection Period to the extent such Prepayment Interest Shortfall occurs as a result of
the Master Servicer deviating, or allowing the related Mortgagor to deviate, from the terms of the related Mortgage Loan documents
regarding Principal Prepayments (other than (v) subsequent to a default or imminent default under the related loan documents if
the Master Servicer reasonably believes that acceptance of such prepayment is consistent with the Servicing Standard, (w) if the
related Mortgage Loan is a Specially Serviced Mortgage Loan, (x) in connection with the payment of Insurance Proceeds or Condemnation
Proceeds unless the Master Servicer did not apply the proceeds thereof in accordance with the terms of the related Mortgage Loan
documents, (y) pursuant to applicable law or a court order or (z) at the request of or with the consent of the Special Servicer).
For the avoidance of doubt, no Repurchased Loan shall be included as a Mortgage Loan for purposes of computing the amount of Compensating
Interest. The Master Servicer’s obligations to pay any Compensating Interest, and the rights of the Certificateholders to
offset of the aggregate Prepayment Interest Shortfalls against those amounts, shall not be cumulative.


 


“Condemnation
Proceeds” means any awards resulting from the full or partial condemnation or any eminent domain proceeding or any
conveyance in lieu or in anticipation thereof with respect to a Mortgaged Property by or to any governmental, quasi-governmental
authority or private entity with condemnation powers other than amounts to be applied to the restoration, preservation or repair
of such Mortgaged Property or released to the related Mortgagor in accordance with the terms of the Mortgage Loan and (if applicable)
its related Serviced B Note or Serviced Companion Loan. With respect to any Mortgaged Property securing any A/B Whole Loan or Loan
Pair, only an allocable portion of such Condemnation Proceeds shall be distributable to the Certificateholders. With respect to
the Mortgaged Property securing any Non-Serviced Loan Combination, only the portion of such amounts payable to the holder of the
related Non-Serviced Mortgage Loan shall be included in Condemnation Proceeds.


 


“Consent Fees”
means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair, any and all
fees actually paid by a Mortgagor with respect to any consent or approval required pursuant to the terms of the related


 



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loan documents
that does not involve a restructuring, modification, assumption, extension, waiver or amendment of the terms of such Mortgage Loan
documents.


 


“Control Eligible
Certificates” means any of the Class G, Class H and Class J Certificates.


 


“Controlling
Class” means, as of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has an Aggregate Certificate Balance (as notionally reduced by any Appraisal Reductions allocable to such Class in accordance
with Section 6.9) at least equal to 25% of the initial Aggregate Certificate Balance of such Class; provided that
if no Class of Control Eligible Certificates has an Aggregate Certificate Balance (as notionally reduced by any Appraisal Reductions
allocable to such Class in accordance with Section 6.9) at least equal to 25% of the initial Aggregate Certificate Balance
of such Class, then the Controlling Class shall be the most senior Class of Control Eligible Certificates; provided, further,
that if at any time the Aggregate Certificate Balance of the Principal Balance Certificates (other than the Class F Certificates
and the Control Eligible Certificates) has been reduced to zero as a result of the allocation of principal payments on the Mortgage
Loans, then the “Controlling Class” will be the most subordinate Class of Control Eligible Certificates then outstanding
that has an Aggregate Certificate Balance (without regard to any Appraisal Reductions allocable to such Class in accordance with
Section 6.9) greater than zero. The Controlling Class as of the Closing Date will be the Class J Certificates.


 


“Controlling
Class Certificateholder” means each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling
Class as determined by the Certificate Registrar from time to time.


 


“Controlling
Class Representative” means the Controlling Class Certificateholder (or other representative) selected or designated,
as applicable, in accordance with Section 10.1. There shall be no Controlling Class Representative with respect to any Excluded
Mortgage Loan.


 


“Controlling
Person” means, with respect to any Person, any other Person who “controls” such Person within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act.


 


“Corporate Trust
Office” means (i) with respect to the Trustee, the principal corporate trust office of the Trustee, presently located
at 9062 Old Annapolis Road, Columbia, Maryland 21045, Client Manager – Morgan Stanley Capital I Trust 2015-UBS8, and (ii)
with respect to the Certificate Administrator, the office of the Certificate Administrator located, for certificate transfer purposes,
at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: Bondholder Services –
Morgan Stanley Capital I Trust 2015-UBS8, and for all other purposes at 9062 Old Annapolis Road, Columbia, Maryland 21045, Client
Manager – Morgan Stanley Capital I Trust 2015-UBS8, or (iii) with respect to the Custodian, the office of the Custodian located
at 1055 10th Avenue SE, Minneapolis, Minnesota 55414, Attention: Global Securities and Trust Services, Morgan Stanley Capital I
Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8; or at such other


 



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address as the Trustee, Certificate
Administrator or Custodian, as applicable, may designate from time to time by notice to the Certificateholders and each of the
other Parties to this Agreement.


 


“Corresponding
Certificates” means the Class of Principal Balance Certificates designated as such in the Preliminary Statement with
respect to any REMIC II Regular Interest.


 


“Corresponding
Class X REMIC III Regular Interest” means the Class X REMIC III Regular Interest designated as such in the Preliminary
Statement with respect to any REMIC II Regular Interest.


 


“Corresponding
REMIC I Regular Interest” means the REMIC I Regular Interest that relates to any particular Mortgage Loan (including
an REO Mortgage Loan or Qualifying Substitute Mortgage Loan that replaces such Mortgage Loan), which REMIC I Regular Interest has
the characteristics described in the Preliminary Statement.


 


“Corresponding
REMIC II Regular Interest” means the REMIC II Regular Interest or one of the REMIC II Regular Interests, as applicable,
designated as such in the Preliminary Statement with respect to any Class of Principal Balance Certificates, any Class of Class
X Certificates or any Class X REMIC III Regular Interest.


 


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


 


“CREFC®
Advance Recovery Report” means a report (prepared by the Master Servicer) 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-backed securities transactions
generally.


 


“CREFC®
Bond Level File” means the data file (prepared by the Certificate Administrator) substantially in the form of, and
containing the information called for in, the downloadable form of the “Bond Level File” available as of the Closing
Date on the CREFC®


 



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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-backed securities transactions
generally.


 


“CREFC®
Collateral Summary File” means the data file (prepared by the Certificate Administrator) substantially in the form
of, and containing the information called for in, the downloadable form of the “Collateral Summary File” available
as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing
such additional information as may from time to time be approved by the CREFC® for commercial mortgage-backed securities
transactions generally.


 


“CREFC®
Comparative Financial Status Report” means a report (prepared by the Master Servicer) substantially in the form of,
and containing the information called for in, the downloadable form of the “Comparative Financial Status Report” available
as of the Closing Date on the CREFC® 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-backed securities
transactions generally.


 


“CREFC®
Delinquent Loan Status Report” means a report (prepared by the Master Servicer) substantially in the form of, and
containing the information called for in, the downloadable form of the “Delinquent Loan Status Report” available as
of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing
such additional information as may from time to time be approved by the CREFC® for commercial mortgage-backed securities
transactions generally.


 


“CREFC®
Financial File” means the data file (prepared by the Master Servicer) substantially in the form of, and containing
the information called for in, the downloadable form of the “Financial File” available as of the Closing Date on the
CREFC® Website, or such other form for the presentation of such information and containing such additional information
as may from time to time be approved by the CREFC® for commercial mortgage-backed securities transactions generally.


 


“CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report” means a report (prepared by the Master Servicer)
substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Loan
Modification and Corrected Mortgage Loan Report” available as of the Closing Date on the CREFC® Website, or
such other form for the presentation of such information and containing such additional information as may from time to time be
approved by the CREFC® for commercial mortgage-backed securities transactions generally.


 


“CREFC®
Investor Reporting Package (IRP)” means:


 


(a)          The
following seven (7) electronic files (and any other files as may become adopted and promulgated by CREFC® as part
of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Loan Setup File, (ii)
CREFC® Loan Periodic Update File, (iii) CREFC® Property File, (iv) CREFC® Bond Level
File, (v) CREFC® Financial File, (vi) CREFC® Collateral Summary File and (vii) CREFC®
Special Servicer Loan File;


 



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(b)          The
following eleven supplemental reports (and any other reports as may become adopted and promulgated by CREFC® as
part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Delinquent Loan
Status Report, (ii) CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC®
REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative Financial
Status Report, (vi) CREFC® Servicer Watch List, (vii) CREFC® Loan Level Reserve/LOC Report, (viii)
CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance Recovery Report, (x) CREFC® Total
Loan Report and (xi) CREFC® Reconciliation of Funds Report; and


 


(c)          such
other reports as CREFC® may designate from time to time.


 


“CREFC®
License Fee” means, with respect to each Mortgage Loan (including a Mortgage Loan that relates to an REO Property
or is a Defeasance Loan) for any related Mortgage Loan Accrual Period, the amount of interest accrued during such related Mortgage
Loan Accrual Period at the related CREFC® License Fee Rate on the same balance, in the same manner and for the same
number of days as interest at the applicable Mortgage Rate accrued with respect to such Mortgage Loan during such related Mortgage
Loan Accrual Period. Any payments of the CREFC® License Fee shall be made to “CRE Finance Council” and
delivered by wire transfer pursuant to the following instructions (or such other instructions as may hereafter be furnished by
CREFC® to the Master Servicer in writing):


 


Account Name: Commercial
Real Estate Finance Council (CREFC)


Bank Name: JPMorgan Chase
Bank, National Association





Bank Address: 80 Broadway,
New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 


“CREFC®
License Fee Rate” means 0.0005% per annum.


 


“CREFC®
Loan Level Reserve/LOC Report” means the monthly report (prepared by the Master Servicer) substantially in the form
of, and containing the information called for in, the downloadable form of the “Loan Level Reserve/LOC Report” available
as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing
such additional information as may from time to time be approved by the CREFC® for commercial mortgage-backed securities
transactions generally.


 


“CREFC®
Loan Periodic Update File” means the data file (prepared by the Master Servicer) substantially in the form of, and
containing the information called for in, the downloadable form of the “Loan Periodic Update File” available as of
the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing
such additional information as may from time to time be approved by the CREFC® for commercial mortgage-backed securities
transactions generally.


 


“CREFC®
Loan Setup File” means the data file (prepared by the Master Servicer) substantially in the form of, and containing
the information called for in, the downloadable form of the “Loan Setup File” available as of the Closing Date on the
CREFC® Website, or such other form for the presentation of such information and containing such


 



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


 


“CREFC®
NOI Adjustment Worksheet” means a report prepared by the Master Servicer with respect to all the Non-Specially Serviced
Mortgage Loans, and by the Special Servicer with respect to Specially Serviced Mortgage Loans and, if they relate to any REO Property
or REO Mortgage Loans, which report shall be substantially in the form of, and contain the information called for in, the downloadable
form of the “NOI Adjustment Worksheet” available as of the Closing Date on the CREFC® Website, or such
other form for the presentation of such information and containing such additional information as may from time to time be approved
by the CREFC® for commercial mortgage-backed securities transactions generally.


 


“CREFC®
Operating Statement Analysis Report” means a report substantially in the form of, and containing the information
called for in, the downloadable form of the “Operating Statement Analysis 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-backed securities transactions
generally.


 


“CREFC®
Property File” means a data file substantially in the form of, and containing the information called for in, the
downloadable form of the “Property File” available as of the Closing Date on the CREFC® Website, or
such other form for the presentation of such information and containing such additional information as may from time to time be
approved by the CREFC® for commercial mortgage-backed securities transactions generally.


 


“CREFC®
Reconciliation of Funds Report” means a monthly report (prepared by the Certificate Administrator) in the “Reconciliation
of Funds” 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®
REO Status Report” means a report (prepared by the Master Servicer) substantially in the form of, and containing
the information called for in, the downloadable form of the “REO Status Report” available as of the Closing Date on
the CREFC® Website, or 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-backed securities transactions generally.


 


“CREFC®
Reports” means the reports and files comprising the CREFC® Investor Reporting Package (IRP), as the
forms thereof are modified, expanded or otherwise changed from time to time by the CREFC®.


 


“CREFC®
Servicer Watch List” means, as of each Determination Date, a report (prepared by the Master Servicer), 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


 



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(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” means the report (prepared by the Special Servicer) substantially in the form of, and
containing the information called for in, the downloadable form of the “Special Servicer Loan File” available as of
the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing
such additional information as may from time to time be approved by the CREFC® for commercial mortgage-backed securities
transactions generally.


 


“CREFC®
Total Loan Report” means the monthly report (prepared by the Master Servicer) 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 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-backed securities transactions generally.


 


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


 


“Crossed Mortgage
Loan” has the meaning set forth in Section 2.3(a).


 


“CSAIL 2015-C3
Pooling and Servicing Agreement” means the pooling and servicing agreement, dated as of August 1, 2015, between Credit
Suisse First Boston Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, Rialto Capital Advisors, LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor, and Wells
Fargo Bank, National Association, as trustee, certificate administrator, certificate registrar, authenticating agent and custodian.


 


“Custodial Account”
means (i) with respect to any Serviced B Note, the related A/B Whole Loan Custodial Account and (ii) with respect to any Serviced
Companion Loan, the related Serviced Companion Loan Custodial Account.


 


“Custodian”
means Wells Fargo Bank, National Association and any successor or assign, as provided herein. Wells Fargo Bank, National Association,
will perform its duties as Custodian hereunder through its Document Custody division.


 


“Custodian Fee”
means the portion of the Certificate Administrator Fee payable to the Custodian in an amount agreed to between the Custodian and
the Certificate Administrator.


 


“Custodian Indemnification
Agreement” means that certain indemnification agreement, dated the Pricing Date, between the Custodian, the Depositor,
the Initial Purchasers and the Underwriters.


 


“Customer”
means a broker, dealer, bank, other financial institution or other Person for whom the Clearing Agency effects book-entry transfers
and pledges of securities deposited with the Clearing Agency.


 






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“Cut-Off Date”
means the close of business on December 1, 2015. The Cut-Off Date for any Mortgage Loan, Serviced Companion Loan or Serviced B
Note that has a Due Date on a date other than the first (1st) day of each month shall be the close of business on December
1, 2015, and for purposes of determining amounts allocable to the related Seller, Scheduled Payments due in December 2015 with
respect to Mortgage Loans not having Due Dates on the first (1st) of each month have been deemed due and received on
December 1, 2015, not the actual day or days on which such Scheduled Payments were due.


 


“Cut-Off Date
Principal Balance” means, with respect to any Mortgage Loan, Serviced B Note, A/B Whole Loan, Serviced Companion
Loan or Loan Pair, the unpaid principal balance thereof as of its Due Date in December 2015, after application of all payments
of principal due on or before such date, whether or not received.


 


“DBRS”
means DBRS, Inc. or its successors in interest. If neither such rating agency 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 other parties hereto, 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” means, with respect to any Mortgage Loan, as of any date of determination and for any period, the
amount calculated for such date of determination in accordance with the formulas set forth in the CREFC® Operating
Statement Analysis Report, whether or not the Mortgage Loan has an interest-only period that has not expired as of the Cut-Off
Date.


 


“Debt Service
Reduction Amount” means, with respect to a Due Date and the related Determination Date, the amount of the reduction
of the Scheduled Payment which a Mortgagor is obligated to pay on such Due Date with respect to a Mortgage Loan, a Serviced Companion
Loan or a Serviced B Note as a result of any proceeding under bankruptcy law or any similar proceeding (other than a Deficient
Valuation Amount); provided, that in the case of an amount that is deferred, but not forgiven, such reduction shall include
only the net present value (calculated at the related Mortgage Rate) of the reduction.


 


“Default Interest”
means, with respect to any Mortgage Loan, A/B Whole Loan or Loan Pair, all interest accrued in respect of such Mortgage Loan, A/B
Whole Loan or Loan Pair as provided in the related loan documents as a result of a default (exclusive of late payment charges)
that is in excess of interest at the related Mortgage Rate and, in the case of an ARD Loan after its Anticipated Repayment Date,
the per annum rate at which Excess Interest (or the equivalent) accrues, but excluding any such amounts allocable to a Non-Serviced
Mortgage Loan and related Non-Serviced Companion Loan pursuant to the terms of the related Non-Serviced Mortgage Loan Intercreditor
Agreement.


 


“Defaulted Loan”
means a Mortgage Loan (other than any Non-Serviced Mortgage Loan) (i) if it is delinquent at least thirty (30) days in respect
of its Scheduled Payments or 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


 



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Loan documents and without regard to any acceleration
of payments under the related Mortgage Loan documents 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.


 


“Defeasance Collateral”
means, with respect to any Defeasance Loan, the Government Securities required to be pledged in lieu of prepayment pursuant to
the terms thereof.


 


“Defeasance Loan”
means any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced B Note which requires
or permits the related Mortgagor (or permits the holder of such Mortgage Loan, Serviced Companion Loan or Serviced B Note to require
the related Mortgagor) to pledge Defeasance Collateral to such holder in lieu of prepayment.


 


“Defective Mortgage
Loan” has the meaning set forth in Section 2.3(a).


 


“Deficient Exchange
Act Deliverable” means, with respect to the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian,
the Certificate Administrator, the Trustee and each Servicing Function Participant and Sub-Servicer retained by it (other than
a Seller 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 item and (z) delivered by or on behalf of such party pursuant to
the delivery requirements under Article XIII of this Agreement that does not conform to the express provisions of the applicable
reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder.


 


“Deficient Valuation”
means, with respect to any Mortgage Loan (other than an A Note or a Serviced Pari Passu Mortgage Loan), any A/B Whole Loan or any
Loan Pair, a valuation by a court of competent jurisdiction of the Mortgaged Property (or, with respect to a Non-Serviced Mortgage
Loan, the pro rata portion of the valuation allocable to such Non-Serviced Mortgage Loan) relating to such Mortgage Loan,
A/B Whole Loan or Loan Pair in an amount less than the then outstanding indebtedness under such Mortgage Loan, A/B Whole Loan or
Loan Pair, which valuation results from a proceeding initiated under the United States Bankruptcy Code, as amended from time to
time, and that reduces the amount the Mortgagor is required to pay under such Mortgage Loan, A/B Whole Loan or Loan Pair.


 


“Deficient Valuation
Amount” means (i) with respect to each Mortgage Loan (other than an A Note or a Serviced Pari Passu Mortgage Loan),
any A/B Whole Loan or any Loan Pair, the amount by which the total amount due with respect to such Mortgage Loan, A/B Whole Loan
or Loan Pair (excluding interest not yet accrued), including the Unpaid Principal Balance of such Mortgage Loan, A/B Whole Loan
or Loan Pair plus any accrued and unpaid interest thereon and any other amounts recoverable from the Mortgagor with respect thereto
pursuant to the terms thereof, is reduced in connection with a Deficient Valuation and (ii) with respect to any A Note or Serviced
Pari Passu Mortgage Loan, the portion of any Deficient Valuation Amount for the related A/B Whole Loan or Loan Pair, as applicable,
that is borne by the holder of the A Note or Serviced Pari Passu Mortgage Loan, as applicable, under the related Intercreditor
Agreement.


 



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“Definitive Certificates”
means Certificates of any Class issued in definitive, fully registered, certificated form without interest coupons.


 


“Deleted Mortgage
Loan” means a Mortgage Loan which is repurchased from the Trust pursuant to the terms hereof or as to which one or
more Qualifying Substitute Mortgage Loans are substituted.


 


“Demand”
means any request or demand to repurchase or replace a Mortgage Loan for a breach of representation or warranty or document deficiency.


 


“Depository”
means The Depository Trust Company or its successor in interest.


 


“Depository Agreement”
means the Letter of Representations dated the Closing Date and by and among the Depositor, the Certificate Administrator and the
Depository.


 


“Determination
Date” means the 11th calendar day of each month or, if such day is not a Business Day, the next succeeding
Business Day, commencing in January 2016.


 


“Directly Operate”
means, with respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily
provided to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations
Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding of such REO Property primarily for sale
to customers in the ordinary course of a trade or business or any use of such REO Property in a trade or business conducted by
the Trust, 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 that the Special Servicer, on behalf of the Trust, shall not be considered to
Directly Operate an REO Property solely because the Special Servicer, on behalf of the Trust, 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” means, with respect to any Mortgage Loan, Loan Pair, A/B Whole Loan or REO Property, any
compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, 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 Borrower, any Manager, any guarantor or indemnitor in respect of
a Mortgage Loan, Loan Pair, A/B Whole Loan or REO Property and any purchaser of any Mortgage Loan, Loan Pair, A/B Whole Loan or
REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan (or Loan Pair or A/B Whole Loan,
if applicable), 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 Special Servicer Compensation to which the Special Servicer is entitled pursuant to this Agreement.


 



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“Discount Rate”
means, for the purposes of the distribution of Prepayment Premiums, (i) if a discount rate was used in the calculation of the applicable
Prepayment Premium pursuant to the terms of the related Mortgage Loan, that discount rate, converted (if necessary) to a monthly
equivalent yield, and (ii) if a discount rate was not used in the calculation of the applicable Prepayment Premium pursuant to
the terms of the related Mortgage Loan, the rate which, when compounded monthly, is equivalent to the Treasury Rate when compounded
semi-annually. “Treasury Rate” is the yield calculated by the linear interpolation of the yields, as reported in Federal
Reserve Statistical Release H.15–Selected Interest Rates under the heading “U.S. government securities/Treasury constant
maturities” for the week ending prior to the date of the relevant Principal Prepayment, of U.S. Treasury constant maturities
with a maturity date, one longer and one shorter, most nearly approximating the maturity date (or Anticipated Repayment Date, if
applicable) of the Mortgage Loan prepaid. If Release H.15 is no longer published, the Certificate Administrator will select a comparable
publication to determine the Treasury Rate.


 


“Dispute”
means, with respect to any Demand, any disagreement (whether oral or in writing) between the applicable Request Recipient and the
Person making such Demand whether to pursue or act in accordance with, as applicable, such Demand.


 


“Disqualified
Organization” means any of (i) the United States, any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject
to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any
such governmental unit), (ii) a foreign government, international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section
511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the
Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2) of the Code, and (v) any other Person so designated by the Certificate Administrator
based upon an Opinion of Counsel that the holding of an ownership interest in a Class R Certificate by such Person may cause (A)
any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that the Certificates are outstanding, or (B) any
of REMIC I, REMIC II or REMIC III 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” means, with respect to any Class of REMIC III Regular Certificates for any Distribution Date,
the sum of: (A) Accrued Certificate Interest in respect of such Class for such Distribution Date, reduced (to not less than zero)
by (1) first, any Net Aggregate Prepayment Interest Shortfall allocated on such Distribution Date to such Class pursuant
to Section 6.7, (2) second, with respect to each Class of the Class B, Class C, Class D and Class E Certificates,
any Trust Advisor Expenses allocated on such Distribution Date to such Class in reduction of the Distributable Certificate Interest
thereon pursuant to Section 6.11, and (3) third, with respect to each Class of the Class C, Class D and Class E Certificates,
any


 






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amounts reimbursable in accordance with Section 6.11(c), out of amounts otherwise distributable as interest in respect
of such Class, to any more senior Class of Certificates on such Distribution Date in respect of Trust Advisor Expenses allocated
on prior Distribution Dates to such more senior Class of Certificates pursuant to Section 6.11, plus (B) if such
Distribution Date is subsequent to the initial Distribution Date, any Unpaid Interest in respect of such Class for such Distribution
Date, plus (C) in the case of a Class of Principal Balance Certificates, if the Aggregate Certificate Balance of such Class
of Certificates is increased on such Distribution Date in accordance with clause (b) of the definition of “Certificate
Balance”, the total amount of interest at the applicable Pass-Through Rate that would have accrued and been distributable
with respect to the amount by which the related Aggregate Certificate Balance of such Class of Certificates was so increased, if
such Aggregate Certificate Balance of such Class of Certificates had not been reduced by that amount in connection with the allocation
of Collateral Support Deficits in the first place, and assuming that any reinstatements of the Aggregate Certificate Balance of
such Class of Certificates are in reverse order of the original reductions therein, plus (D) in the case of each Class of
the Class B, Class C, Class D and Class E Certificates, the amount of any Actual Recoveries of Trust Advisor Expenses allocated
in accordance with Section 6.11(c) to such Class of Certificates to increase the Distributable Certificate Interest thereof
for such Distribution Date, plus (E) in the case of each Class of the Class B, Class C and Class D Certificates, any amounts
reimbursed in accordance with Section 6.11(c) to such Class of Certificates by any more junior Class of Certificates on
such Distribution Date in respect of Trust Advisor Expenses allocated on prior Distribution Dates to the subject Class of Certificates
pursuant to Section 6.11. Any increase in the Distributable Certificate Interest with respect to any Class of Principal
Balance Certificates for any Distribution Date pursuant to clause (C) of the prior sentence shall result in a corresponding
reduction of interest payable on unreimbursed allocations of Collateral Support Deficits in respect of such Class of Principal
Balance Certificates.


 


“Distributable
Interest” means, with respect to any REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular
Interest for any Distribution Date, the sum of (A) Accrued Interest in respect of such REMIC I Regular Interest, REMIC II Regular
Interest or Class X REMIC III Regular Interest, as the case may be, for such Distribution Date, reduced (to not less than zero)
by (1) first, any Net Aggregate Prepayment Interest Shortfall allocated on such Distribution Date to such REMIC I Regular
Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest, as the case may be, pursuant to Section 6.7,
and (2) second, in the case of each of REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC II Regular Interest
D and REMIC II Regular Interest E, the aggregate amount in respect of the Class of Principal Balance Certificates with the same
alphabetic designation for such Distribution Date described in clause (A)(2) and clause (A)(3) of the definition
of “Distributable Certificate Interest”, plus (B) if such Distribution Date is subsequent to the initial Distribution
Date, any Unpaid Interest in respect of such REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest,
as the case may be, for such Distribution Date, plus (C) in the case of a REMIC II Regular Interest, if the REMIC II Principal
Amount of such REMIC II Regular Interest is increased on such Distribution Date in accordance with the definition of “REMIC
II Principal Amount” in conjunction with an increase in the Aggregate Certificate Balance of the Class of Corresponding Certificates,
the total amount of interest at the applicable Pass-Through Rate that would have accrued and been distributable with respect to
the amount by which the related REMIC II Principal Amount was so increased, if such REMIC II


 



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Principal Amount had not been reduced
by that amount in connection with the allocation of Collateral Support Deficits in the first place and assuming that the reinstatement
of REMIC II Principal Amount is in reverse order of the original reductions therein, plus (D) in the case of each of REMIC
II Regular Interest B, REMIC II Regular Interest C, REMIC II Regular Interest D and REMIC II Regular Interest E, the aggregate
amount in respect thereof (or in respect of the Class of Corresponding Certificates) for such Distribution Date described in clause
(D) and clause (E) of the definition of “Distributable Certificate Interest”. Any increase in the Distributable
Interest with respect to any REMIC II Regular Interest for any Distribution Date pursuant to clause (C) of the prior sentence
shall result in a corresponding reduction of interest payable on unreimbursed allocations of Collateral Support Deficits in respect
of such REMIC II Regular Interest.


 


“Distribution
Account” means, collectively, the Distribution Account maintained by the Certificate Administrator on behalf of the
Trustee, in accordance with the provisions of Section 5.3 and the Excess Interest Sub-account.


 


“Distribution
Date” means, with respect to any Determination Date, the fourth (4th) Business Day after the related Determination
Date, commencing in January 2016. The first Distribution Date shall be January 15, 2016.


 


“Distribution
Date Statement” means, with respect to any Distribution Date, a report substantially in the form of Exhibit K
attached hereto, setting forth, among other things, the following information:


 


(a)          the
amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reduction
of the Aggregate Certificate Balance of such Class of Certificates;


 


(b)          the
amount of the distribution on such Distribution Date to the Holders of each Class of REMIC III Regular Certificates allocable to
the interest distributable on such Class of Certificates;


 


(c)          the
aggregate amount of P&I Advances made in respect of the Mortgage Loans (including REO Mortgage Loans) for such Distribution
Date;


 


(d)          the
aggregate amount of compensation paid to the Certificate Administrator, Trustee, Custodian and the Trust Advisor, and servicing
compensation paid to the Master Servicer and the Special Servicer, in respect of the related Distribution Date;


 


(e)          the
aggregate Stated Principal Balance of the Mortgage Loans (including REO Mortgage Loans) outstanding immediately before and immediately
after such Distribution Date;


 


(f)          the
number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage
Loans (excluding REO Mortgage Loans) as of the end of the related Collection Period;


 



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(g)          (i)
the number and aggregate principal balance of Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
ninety (90) days or more and (D) current but specially serviced or in foreclosure but not an REO Property and (ii) the information
described in Item 1100(b)(5) of Regulation AB to the extent material;


 


(h)          the
value of any REO Property included in the Trust Fund as of the end of the related Collection Period, on a loan-by-loan basis, based
on the most recent appraisal or valuation;


 


(i)          the
Available Distribution Amount for such Distribution Date;


 


(j)          the
amount of the distribution on such Distribution Date to the Holders of any Class of REMIC III Regular Certificates allocable to
Prepayment Premiums;


 


(k)         the
total Distributable Certificate Interest for each Class of Certificates for such Distribution Date, whether or not paid;


 


(l)          the
Pass-Through Rate in effect for each Class of REMIC III Regular Certificates for such Distribution Date;


 


(m)        the
Principal Distribution Amount for such Distribution Date, separately setting forth the portion thereof that represents scheduled
principal and the portion thereof representing prepayments and other unscheduled collections in respect of principal;


 


(n)        the
Aggregate Certificate Balance or Notional Amount, as the case may be, of each Class of REMIC III Regular Certificates immediately
before and immediately after such Distribution Date, separately identifying any reduction in these amounts as a result of the allocation
of Collateral Support Deficit and Excess Trust Advisor Expenses;


 


(o)        the
amount of any Appraisal Reductions in effect as of such Distribution Date on a loan-by-loan basis and the aggregate amount of Appraisal
Reductions as of such Distribution Date;


 


(p)        the
number and aggregate principal balance of any Mortgage Loans extended or modified during the related Collection Period on a loan-by-loan
basis;


 


(q)        the
amount of any remaining unpaid Distributable Certificate Interest for each Class of Certificates (other than the Class V and Class
R Certificates); and, in the case of the Class B, Class C, Class D and Class E Certificates, any unreimbursed interest shortfalls
for such Class of Certificates resulting from the allocation of Trust Advisor Expenses, as of the close of business on such Distribution
Date;


 


(r)          a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment during the related Collection Period
and the amount of such Principal Prepayment occurring;


 



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(s)         the
amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reimbursement
of Collateral Support Deficits and Trust Advisor Expenses previously allocated thereto;


 


(t)          the
aggregate Unpaid Principal Balance of the Mortgage Loans (including REO Mortgage Loans) outstanding as of the close of business
on the related Determination Date;


 


(u)         with
respect to any Mortgage Loan as to which a Final Recovery Determination was made during the related Collection Period (other than
through a payment in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds which are included in the
Available Distribution Amount and other amounts received in connection with the Final Recovery Determination (separately identifying
the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized Loss attributable to the
Final Recovery Determination;


 


(v)         with
respect to any REO Property as to which a Final Recovery Determination was made during the related Collection Period, (A) the loan
number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with
that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount
of any Realized Loss attributable to the related REO Mortgage Loan in connection with that determination;


 


(w)        the
aggregate amount of interest on P&I Advances in respect of the Mortgage Loans paid to the Master Servicer and/or the Trustee
since the prior Distribution Date;


 


(x)         the
aggregate amount of interest on Servicing Advances in respect of the Mortgage Loans paid to the Master Servicer, the Special Servicer
and/or the Trustee since the prior Distribution Date;


 


(y)         a
loan-by-loan listing of any Mortgage Loan which was defeased during the related Collection Period;


 


(z)         a
loan-by-loan listing of any Mortgage Loan that was the subject of material modification, extension or waiver during the related
Collection Period;


 


(aa)       a
loan-by-loan listing of any Mortgage Loan that was the subject of a Material Breach of a representation or warranty given with
respect thereto by the applicable Seller, as provided by the Master Servicer, the Special Servicer or the Depositor;


 


(bb)      the
respective amounts of the distributions on such Distribution Date to the Holders of the Class V and Class R Certificates;


 


(cc)      the
Distribution Date, Record Date, Interest Accrual Period and Determination Date for the related Distribution Date;


 


(dd)     an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the
related Collection Period; and


 



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(ee)        the
amount of any CREFC® License Fee payable on such Distribution Date.


   


In the case of the information
contemplated by clauses (a), (b), (d), (j), (k), (q) and (s) of this definition,
the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per $1,000
of original Certificate Balance or Notional Amount, as the case may be.


 


If and for so long as the
Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of an Exchange
Act Filing shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates;
provided, that the form of Distribution Date Statement posted on the Certificate Administrator’s Website may include
such information.


 


“Due Date”
means, with respect to a Mortgage Loan, a Serviced Companion Loan or a Serviced B Note, the date on which a Scheduled Payment is
(or in the case of a Balloon Loan past its maturity date or an REO Loan, would otherwise have been) due.


 


“Due Diligence
Service Provider” has the meaning set forth in Section 5.7(l).


 


“EDGAR”
means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.


 


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


 


“Eligible Account”
means an account (or accounts) that is any of the following: (i) maintained with a depository institution or trust company (A)
whose commercial paper, short-term unsecured debt obligations or other short-term deposits are rated at least “P-1”
by Moody’s, at least “F1” by Fitch and at least a rating equivalent to either of the foregoing from KBRA (if
then rated by KBRA), in the case of accounts in which funds are held for 30 days or less or, in the case of accounts in which funds
are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s,
at least “A” by Fitch and at least a rating equivalent to either of the foregoing from KBRA (if then rated by KBRA),
(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, at least “A” from Fitch and
at least a rating equivalent to either of the foregoing from KBRA (if then rated by KBRA), if the deposits are to be held in the
account for more than 30 days or Wells Fargo Bank, National Association’s commercial paper, short-term deposit or short-term
unsecured debt rating shall be at least “P-1” from Moody’s, “F2” from Fitch and at least a rating
equivalent to either of the foregoing from KBRA (if then rated by KBRA), if the deposits are to be held in the account for 30 days
or less, (iii) a segregated trust account maintained with the trust department of a federal or state chartered depository institution
or trust company (which, subject to the remainder of this clause (iii), may include the Certificate Administrator, the Custodian
or the Trustee) acting in its fiduciary capacity, and which, in either case, has a combined capital and surplus of at least $50,000,000
and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary funds on deposit


 



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similar to Title 12 of the Code of Federal Regulations Section 9.10(b) and the long-term unsecured debt obligations of which are
rated at least “A2” by Moody’s, (iv) an account or accounts maintained with PNC Bank, National Association so
long as such entity’s long-term unsecured debt obligations or deposit account rating shall be at least “A2” from
Moody’s, at least “A” by DBRS or, if not rated by DBRS, an equivalent or higher rating by at least two NRSROs
(which may include S&P, Fitch and/or Moody’s) and at least a rating equivalent to either of the foregoing from KBRA (if
then rated by KBRA), if the debt or deposits are to be held in the account for more than thirty (30) days or such entity’s
commercial paper, short-term deposit account or short-term unsecured debt obligation rating shall be at least “P-1”
from Moody’s, at least “R-1 (middle)” in the case of DBRS or, if not rated by DBRS, an equivalent or higher rating
by at least two NRSROs (which may include S&P, Fitch and/or Moody’s) and at least a rating equivalent to either of the
foregoing from KBRA (if then rated by KBRA), if the deposits are to be held in the account for thirty (30) days or less, (v) an
account other than one listed in clauses (i) – (iv) above that is maintained with any insured depository institution
that is the subject of a Rating Agency Confirmation from each and every Rating Agency or (vi) an account 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), (ii)
and (iv) above that is the subject of a Rating Agency Confirmation from Morningstar and each Rating Agency for which the
minimum rating(s) set forth in the applicable clause is not satisfied with respect to such account.


 


“Eligible Investments”
means any one or more of the following financial assets or other property:


 


(i)          direct
obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency
or instrumentality thereof, provided that each such obligation is backed by the full faith and credit of the United States;


 


(ii)        demand
or time deposits in, unsecured certificates of deposit of, money market deposit accounts of, or bankers’ acceptances issued
by, any depository institution or trust company (including the Trustee, the Custodian, the Master Servicer, the Certificate Administrator
or any Affiliate of the Trustee, the Custodian, the Master Servicer or the Certificate Administrator, acting in its commercial
capacity) 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, so long as the commercial paper or other short-term debt obligations of
such depository institution or trust company are rated in the highest short-term debt rating category of each of Moody’s
and Fitch, or in the case of any such Rating Agency such lower rating as is the subject of a Rating Agency Confirmation by such
Rating Agency and by Morningstar and, if the investment described in this clause has a term in excess of three months, the long-term
debt obligations of such depository institution or trust company have been assigned a rating by each Rating Agency at least equal
to “AAA” (or the equivalent) by each of the Rating Agencies (provided, that if such entity is not rated by Fitch,
then (A) an equivalent (or higher) rating such as that listed above by at least two NRSROs (which may include Fitch, Moody’s
and/or S&P) has been assigned to the long-term debt obligations of such depository institution or trust company or (B) each
of Fitch and Morningstar has issued a Rating Agency Confirmation with respect to such investment as an Eligible Investment);


 



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(iii)       repurchase
agreements or obligations with respect to any security set forth in clause (i) above where such security has a remaining
maturity of one (1) year or less and where such repurchase obligation has been entered into with a depository institution or trust
company (acting as principal) set forth in clause (ii) above and where such repurchase obligation will mature prior to the
Business Day preceding the next date upon which, as set forth in this Agreement, such amounts are required to be withdrawn from
the Collection Account and which meets the minimum rating requirement for such entity set forth above;


 


(iv)        commercial
paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof) rated as follows: (A) if rated by Moody’s, such commercial
paper is rated (i) “A2” or “P-1” if maturing in one (1) month or less, (ii) “A2” or “P-1”
if maturing in three (3) months or less but more than one (1) month, (iii) “Aa3” and “P-1” if maturing
in six (6) months or less but more than three (3) months, or (iv) “Aaa” and “P-1” if maturing in over six
(6) months (provided, that in the case of clauses (i), (ii), (iii) and (iv), investment of funds in any Escrow Account or
Reserve Account must only be rated “P-1” by Moody’s) (or, if not rated by Moody’s, as confirmed in a Rating
Agency Confirmation by Moody’s and by Morningstar); and (B) if rated by Fitch, such commercial paper is rated “F1”
or better, unless the obligation is for a term of more than thirty (30) days, in which case such commercial paper either (i) is
rated “F1+” or (ii) is rated “F1” and carries a long term rating of “AA-” or better (or, if
not rated by Fitch, as confirmed in a Rating Agency Confirmation from Fitch and from Morningstar); provided that the investments
described in this clause must (x) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (y)
if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed
spread (if any) and must move proportionately with that index; and (z) such investments must not be subject to liquidation prior
to their maturity;


 


(v)          guaranteed
reinvestment agreements maturing within 365 days or less issued by any bank, insurance company or other corporation the short-term
unsecured debt obligations of which are rated in the highest short-term debt rating category of each of Moody’s (or such
lower rating for which Rating Agency Confirmation is obtained from Moody’s and Morningstar) and Fitch (or such lower rating
for which Rating Agency Confirmation is obtained from Fitch and Morningstar) and the long-term unsecured debt obligations of which
are rated in the highest long-term category by Moody’s (or such lower rating for which each of Moody’s and Morningstar
has provided a Rating Agency Confirmation) and in the highest long-term category by Fitch (or such lower rating for which each
of Fitch and Morningstar has provided a Rating Agency Confirmation);


 


(vi)        Wells
Fargo Advantage Heritage Money Market Fund or any other money market funds (including those managed or advised by the Certificate
Administrator or its affiliates) that (A) maintain a constant asset value and that are rated by each of Moody’s and Fitch
in their highest money market fund ratings category, or as confirmed in a Rating Agency Confirmation by Moody’s, Fitch and
Morningstar or (B)(1) have substantially all of its assets invested continuously in the types of investments referred to in clause
(i) above, (2) has net assets of not less than $5,000,000,000, and (3) has the highest rating obtainable for money market funds
from Moody’s, Fitch and Morningstar;


 



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(vii)       an
obligation, security or investment 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 (ii) - (vi) above, and is the subject of a Rating Agency Confirmation from Morningstar
and each Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such
obligation, security or investment; and


 


(viii)      any
other obligation, security or investment other than one listed in clauses (i) – (vi) above, that is the subject
of a Rating Agency Confirmation from each and every Rating Agency;


 


provided (A) such investment is held
for a temporary period pursuant to Section 1.860G-2(g)(i) of the Treasury Regulations, (B) such investment is payable by the obligor
in U.S. dollars, and (C) that no such instrument shall be an Eligible Investment (1) if such instrument evidences either (a) a
right to receive only interest payments or only principal payments with respect to the obligations underlying such instrument or
(b) a right to receive both principal and interest payments derived from obligations underlying such instrument and the principal
and interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity
at par of such underlying obligations, or (2) if it may be redeemed at a price below the purchase price or (3) if it is not treated
as a “permitted investment” that is a “cash flow investment” under Section 860G(a)(5) of the Code; and
provided, further, that any such instrument shall have a maturity date no later than the date such instrument is
required to be used to satisfy the obligations under this Agreement, and, in any event, shall not have a maturity in excess of
one (1) year; any such instrument must have a predetermined fixed dollar of principal due at maturity that cannot vary or change;
interest on any variable rate instrument shall be tied to a single interest rate index plus a single fixed spread (if any) and
move proportionally with that index; and provided, further, that no amount beneficially owned by any REMIC Pool (including
any amounts collected by the Master Servicer but not yet deposited in the Collection Account) may be invested in investments treated
as equity interests for Federal income tax purposes. No Eligible Investments shall be purchased at a price in excess of par. For
the purpose of this definition, units of investment funds (including money market funds) shall be deemed to mature daily.


 


“Eligible Trust
Advisor” means an entity that (i) (A) is (or as to which each of the personnel responsible for supervising the obligations
of the Trust Advisor is) (I) regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed
securities matters and has at least five (5) years of experience in collateral analysis and loss projections and (II) has (or as
to which each of the personnel responsible for supervising the obligations of the Trust Advisor has) at least five (5) years of
experience in commercial real estate asset management and in the workout and management of distressed commercial real estate assets
or (B) is the special servicer or trust advisor/operating advisor on a commercial mortgage-backed securities transaction rated
by DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P (including, in the case of Situs Holdings, LLC, this transaction) but
has not been special servicer on a transaction for which DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P 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 as the sole or material factor in such rating action, (ii) is not the Depositor, a Seller, the Master
Servicer, the Special Servicer or any Affiliate of any of the foregoing, (iii) can and will make the representations and


 



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warranties
set forth in Section 10.6, (iv) is not the Controlling Class Representative, a Loan-Specific Directing Holder or an Affiliate
of the Controlling Class Representative or a Loan-Specific Directing Holder and (v) has not been paid by the Special Servicer or
successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations under this Agreement
or (y) for the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer.


 


“Ellenton Premium
Outlets Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders
of the Ellenton Premium Outlets Mortgage Loan and the Ellenton Premium Outlets Serviced Companion Loan.


 


“Ellenton Premium
Outlets Loan Pair” means, collectively, the Ellenton Premium Outlets Mortgage Loan and the Ellenton Premium Outlets
Serviced Companion Loan.


 


“Ellenton Premium
Outlets Mortgage” means the Mortgage securing the Ellenton Premium Outlets Loan Pair.


 


“Ellenton Premium
Outlets Mortgage Loan” means the Mortgage Loan collectively evidenced by the promissory notes designated “Note
A-1” and “Note A-3” and identified as “Ellenton Premium Outlets” on the Mortgage Loan Schedule and
that is pari passu in right of payment with the Ellenton Premium Outlets Serviced Companion Loan to the extent set forth
in the Ellenton Premium Outlets Intercreditor Agreement. The Ellenton Premium Outlets Mortgage Loan is a “Mortgage Loan.”


 


“Ellenton Premium
Outlets Serviced Companion Loan” means, collectively, the promissory notes designated “Note A-2” and
“Note A-4” that are not included in the Trust and are pari passu in right of payment with the Ellenton Premium
Outlets Mortgage Loan to the extent set forth in the Ellenton Premium Outlets Intercreditor Agreement. The Ellenton Premium Outlets
Serviced Companion Loan is not a “Mortgage Loan.”


 


“Environmental
Insurance Policy” means, with respect to any Mortgage Loan or the related Mortgaged Property or REO Property, any
insurance policy covering pollution conditions and/or other environmental conditions that is maintained from time to time in respect
of such Mortgage Loan, Mortgaged Property or REO Property, as the case may be, for the benefit of, among others, the Trustee on
behalf of the Certificateholders.


 


“Environmental
Laws” means any and all federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions, now or hereafter in
effect, relating to health or the environment or to emissions, discharges or releases of chemical substances, including, without
limitation, any and all pollutants, contaminants, petroleum or petroleum products, asbestos or asbestos-containing materials, polychlorinated
biphenyls, urea-formaldehyde insulation, radon, industrial, toxic or hazardous substances or wastes, into the environment, including,
without limitation, ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution,
use, labeling, registration, treatment, storage, disposal, transport or handling of any of the foregoing substances or wastes or
the clean-up or other remediation thereof.


 



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“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“Escrow Account”
means an account established by or on behalf of the Master Servicer pursuant to, and in accordance with the requirements of, Section
8.3(e).


 


“Escrow Amount”
means any amount payable with respect to a Mortgage Loan, A/B Whole Loan or Loan Pair for taxes, assessments, water rates, Standard
Hazard Insurance Policy premiums, ground lease payments, reserves for capital improvements, deferred maintenance, repairs, tenant
improvements, leasing commissions, rental achievements, environmental matters and other reserves or comparable items.


 


“Euroclear Bank”
means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.


 


“Excess Interest”
means, with respect to any ARD Mortgage Loan that is not prepaid in full on or before its Anticipated Repayment Date, the excess,
if any of (i) interest accrued at the rate of interest applicable to such Mortgage Loan after such Anticipated Repayment Date (plus
any interest on such interest as may be provided for under the related Mortgage Loan documents) over (ii) interest accrued at the
rate of interest applicable to such Mortgage Loan before such Anticipated Repayment Date, to the extent such excess interest is
payable under the related Mortgage Loan documents only after the outstanding principal balance of the related ARD Mortgage Loan
has been paid in full. Excess Interest on an ARD Mortgage Loan is an asset of the Trust, but shall not be an asset of any REMIC
Pool formed hereunder.


 


“Excess Interest
Sub-account” means an administrative account that is (or, to the extent it is established as a separate account,
is deemed to be) a sub-account of the Distribution Account; provided, that any separate account constituting the Excess
Interest Sub-account shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of
Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of Morgan Stanley Capital I Trust 2015-UBS8,
Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8, Class V, Excess Interest Sub-account” and shall conform
to the requirements applicable to the Distribution Account set forth in Section 5.3(a). The Excess Interest Sub-account
shall not be an asset of any REMIC Pool.


 


“Excess Liquidation
Proceeds” means, with respect to any Mortgage Loan, the excess of (i) Liquidation Proceeds of a Mortgage Loan or
related REO Property, over (ii) the amount that would have been received if a Principal Prepayment in full had been made with respect
to such Mortgage Loan (or, in the case of an REO Property related to an A/B Whole Loan, a Principal Prepayment in full had been
made with respect to each of the related A Note and Serviced B Note, or, in the case of an REO Property related to a Loan Pair,
a Principal Prepayment in full had been made with respect to each of the Serviced Pari Passu Mortgage Loan, the Serviced Companion
Loan and any related Serviced B Note) on the date such proceeds were received plus accrued and unpaid interest with respect to
such Mortgage Loan and any and all expenses (including Additional Trust Expenses and Unliquidated Advances) with respect thereto.
In the case of an A/B Whole Loan or Loan Pair, Excess Liquidation Proceeds means


 



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only the portion of such proceeds that are allocated
to the Trust pursuant to the related Intercreditor Agreement.


 


“Excess Liquidation
Proceeds Reserve Account” means the Excess Liquidation Proceeds Reserve Account maintained by the Certificate Administrator
in accordance with the provisions of Section 5.3, which shall be a subaccount of an Eligible Account.


 


“Excess Modification
Fees” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan
Pair, the sum of (a) any and all Unallocable Modification Fees with respect to any modification, waiver, extension or amendment
of any of the terms of such Mortgage Loan (or A/B Whole Loan or Loan Pair, as applicable) (exclusive, in the case of an A/B Whole
Loan or a Loan Pair, of any portion of such Modification Fees payable to the holder of any related Serviced B Note or Serviced
Companion Loan, as applicable, pursuant to the related Intercreditor Agreement), (b) the excess, if any, of (i) any and all Allocable
Modification Fees with respect to any modification, waiver, extension or amendment of any of the terms of such Mortgage Loan (or
A/B Whole Loan or Loan Pair, as applicable) (exclusive, in the case of an A/B Whole Loan or a Loan Pair, of any portion of such
Modification Fees payable to the holder of any related Serviced B Note or Serviced Companion Loan, as applicable, pursuant to the
related Intercreditor Agreement), over (ii) all unpaid or unreimbursed Additional Trust Expenses outstanding or previously incurred
with respect to such Mortgage Loan (or A/B Whole Loan or Loan Pair, as applicable) that are reimbursed from such Allocable Modification
Fees (which Additional Trust Expenses shall be reimbursed from such Allocable Modification Fees (exclusive, in the case of an A/B
Whole Loan or a Loan Pair, of any portion of such Allocable Modification Fees payable to the holder of any related Serviced B Note
or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement)), and (c) expenses previously paid
or reimbursed from Allocable Modification Fees as described in the preceding clause (b), which expenses have been recovered
from the related Mortgagor or otherwise.


 


“Excess Penalty
Charges” means, with respect to any Mortgage Loan, A/B Whole Loan or Loan Pair, the sum of (a) the excess, if any,
of (i) any and all Penalty Charges collected in respect of such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be
(exclusive, in the case of an A/B Whole Loan or a Loan Pair, of any portion of such Penalty Charges payable to the holder of any
related Serviced B Note or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement), over (ii)
all unpaid or unreimbursed Additional Trust Expenses outstanding or previously incurred, with respect to the related Mortgage Loan,
A/B Whole Loan or Loan Pair, as the case may be, that are reimbursed from such Penalty Charges (which Additional Trust Expenses
shall be reimbursed from such Penalty Charges (exclusive, in the case of an A/B Whole Loan or a Loan Pair, of any portion of such
Penalty Charges payable to the holder of any related Serviced B Note or Serviced Companion Loan, as applicable, pursuant to the
related Intercreditor Agreement)), and (b) expenses previously paid or reimbursed from Penalty Charges as described in the preceding
clause (a), which expenses have been recovered from the related Mortgagor or otherwise.


 


“Excess Servicing
Fee” means with respect to each Mortgage Loan and Serviced Companion Loan (and any successor REO Loan with respect
thereto), that portion of the Master


 



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Servicing Fee that accrues in the same manner as the Master Servicing Fee at a per annum
rate equal to the Excess Servicing Fee Rate.


 


“Excess Servicing
Fee Rate” means with respect to each Mortgage Loan and Serviced Companion Loan (and any successor REO Loan with respect
thereto), a rate per annum equal to the Master Servicing Fee Rate minus (i) any primary servicing fee rate payable to a third-party
primary servicer and (ii) 0.0025% (0.25 basis points); provided, that such rate shall be subject to reduction at any time
following any resignation of the Master Servicer pursuant to Section 8.22 of this Agreement (if no successor is appointed
in accordance with such Section) or any termination of the Master Servicer pursuant to Section 8.28 of this Agreement, to
the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master
Servicer (which successor may include the Trustee) that meets the requirements of Section 8.22(b) of this Agreement.


 


“Excess Servicing
Fee Right” means with respect to each Mortgage Loan and Serviced Companion Loan (and any successor REO Loan with
respect thereto), the right to receive the related Excess Servicing Fee. In the absence of any transfer of any Excess Servicing
Fee Right, the Master Servicer shall be the owner of such Excess Servicing Fee Right.


 


“Excess Trust
Advisor Expenses” means, with respect to each Distribution Date, an amount equal to the positive amount, if any,
of the Trust Advisor Expenses for such Distribution Date, less the amount of any such Trust Advisor Expenses allocated to reduce
the aggregate Distributable Certificate Interest of the Class B, Class C, Class D and Class E Certificates for such Distribution
Date.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


“Exchange Act
Filing” means each report on Form 10-D, Form 10-K or Form 8-K that has been filed by the Certificate Administrator
with respect to the Trust through the EDGAR system.


 


“Exchange Certification”
means an Exchange Certification substantially in the form set forth in Exhibit G hereto executed by a holder of an interest
in a Regulation S Global Certificate or a Rule 144A Global Certificate, as applicable.


 


“Excluded Controlling
Class Holder” means, with respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class Representative
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class
Mortgage Loan. Promptly upon obtaining actual knowledge of any such Controlling Class Representative or Controlling Class Certificateholder
becoming an “Excluded Controlling Class Holder”, such Controlling Class Representative or Controlling Class Certificateholder
shall provide notice in the form of Exhibit I-1E hereto to the Master Servicer, the Special Servicer, the Trust Advisor,
the Trustee and the Certificate Administrator, which such notice shall be physically (with a copy electronically) delivered in
accordance with Section 14.5 of this Agreement and shall specifically identify the Excluded Controlling Class Holder, the
Aggregate Certificate Balance of the Controlling Class Certificates owned by such Holder and


 



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the subject Excluded Controlling Class
Mortgage Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially
in the form of Exhibit I-1F hereto, which such notice shall provide each Certificate Administrator Website user identification
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 provided in this Agreement.


 


“Excluded Controlling
Class Mortgage Loan” means any Mortgage Loan, A/B Whole Loan or Loan Pair with respect to which, as of any date of
determination, the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, is a Borrower Party.
As of the Closing Date, there are no Excluded Controlling Class Mortgage Loans related to the Trust.


 


“Excluded Information”
means, with respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely relating to such Excluded
Controlling Class Mortgage Loan and/or the related Mortgaged Properties, including, without limitation, any Asset Status Reports,
Final Asset Status Reports or summaries thereof, or any appraisals, inspection reports (related to Specially Serviced Mortgage
Loans conducted by the Special Servicer or the Excluded Special Servicer), recoverability officer’s certificates, Trust Advisor
Annual Reports (it being understood that the Trust Advisor’s Annual Report relating to all Mortgage Loans other than any
Excluded Special Servicer Mortgage Loans shall be provided to the Special Servicer and the Trust Advisor’s special annual
report that includes information about the Excluded Special Servicer Mortgage Loan shall be provided to the related Excluded Special
Servicer), any determination of the Special Servicer’s net present value calculation, any Appraisal Reduction calculations,
environmental assessments, seismic reports and property condition reports and such other information and reports designated as
Excluded Information (other than such information with respect to such Excluded Controlling Class Mortgage Loan 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 (IRP) (other than the CREFC® Special Servicer Loan File relating to such Excluded Controlling Class
Mortgage Loan) shall not be “Excluded Information”. Each of the Master Servicer, the Special Servicer and the 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 8.31 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 8.31 hereof.


 


“Excluded Mortgage
Loan” means any Mortgage Loan, A/B Whole Loan or Loan Pair with respect to which, as of any date of determination,
the Controlling Class Representative or any Majority Controlling Class Certificateholder is a Borrower Party. As of the Closing
Date, there are no Excluded Mortgage Loans related to the Trust.


 


“Excluded Special
Servicer” means, with respect to any Excluded Special Servicer Mortgage Loan, a Special Servicer that is not a Borrower
Party and meeting such other standards for a Special Servicer as are set forth in Section 9.30(g).


 



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“Excluded Special
Servicer Mortgage Loan” means any Mortgage Loan, A/B Whole Loan or Loan Pair with respect to which, as of any date
of determination, the Special Servicer is a Borrower Party. As of the Closing Date, there are no Excluded Special Servicer Mortgage
Loans related to the Trust.


 


“Exemption”
means each of the individual prohibited transaction exemptions, if any, relating to pass-through certificates and the operation
of asset pool investment trusts granted by the United States Department of Labor to one or more of the Underwriters and Initial
Purchasers, as amended.


 


“Expense Loss”
means a loss realized upon payment by the Trust of an Additional Trust Expense.


 


“Extension”
has the meaning set forth in Section 9.15(a).


 


“Fannie Mae”
means the Federal National Mortgage Association, or any successor thereto.


 


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


 


“Final Asset
Status Report” means, 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 Controlling Class Representative or any
related Loan-Specific Directing Holder, in each case, which does not include any communications (other than the related Final Asset
Status Report itself) between the Special Servicer and the Controlling Class Representative or any related Loan-Specific Directing
Holder, as applicable, with respect to such Specially Serviced Mortgage Loan; provided that no Asset Status Report shall
be considered to be a Final Asset Status Report unless (i) any Applicable Control Party 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 this Agreement in respect of such actions, or has been deemed to have approved or consented to such actions, or (ii) the Asset
Status Report is otherwise implemented by the Special Servicer in accordance with this Agreement.


 


“Final Certification”
has the meaning set forth in Section 2.2.


 


“Final Judicial
Determination” has the meaning set forth in Section 2.3(a).


 


“Final Prospectus”
has the meaning set forth in the Preliminary Statement hereto.


 


“Final Recovery
Determination” means a determination with respect to any Mortgage Loan, Serviced B Note, Serviced Companion Loan
or REO Property by the Special Servicer in consultation with the Applicable Control Party, and the Master Servicer (including a
Mortgage Loan, a Serviced Companion Loan or a Serviced B Note that relates to an REO Property), in each case, in its good faith
discretion, consistent with the Servicing Standard, that all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, Purchase
Proceeds and other payments or recoveries that the Special Servicer expects to be finally recoverable on such


 



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Mortgage Loan, Serviced
B Note, Serviced Companion Loan or REO Property, without regard to any obligation of the Master Servicer, the Special Servicer
or the Trustee, as the case may be, to make payments from its own funds pursuant to Article IV hereof, have been recovered.


 


“Final Scheduled
Distribution Date” means, for each Class of rated Certificates, the Distribution Date on which such Class would be
paid in full if payments were made on the Mortgage Loans in accordance with their terms, except that ARD Mortgage Loans are assumed
to be repaid on their Anticipated Repayment Dates.


 


“Financial Market
Publishers” means BlackRock Financial Management, Inc., Trepp, LLC, Bloomberg L.P., Thomson Reuters, CMBS.com, Inc.,
Intex Solutions, Inc. and Markit Group Limited, or any successor entities thereof.


 


“Fitch”
means Fitch Ratings, Inc. or its successor in interest. If neither such rating agency 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 other parties hereto, 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” has the meaning set forth in Section 13.7.


 


“Franchise Mortgage
Loan” has the meaning set forth in Section 2.1(d).


 


“Free Writing
Prospectus” has the meaning set forth in the Preliminary Statement hereto.


 


“Freddie Mac”
means the Federal Home Loan Mortgage Corporation, or any successor thereto.


 


“Global Certificate”
means any Registered Global Certificate, Rule 144A Global Certificate, Regulation S Temporary Global Certificate or Regulation
S Permanent Global Certificate.


 


“Government Securities”
has the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended.


 


“Grantor Trust”
has the meaning set forth in the Preliminary Statement hereto.


 


“Grove City Premium
Outlets Companion Loan” means the promissory notes designated “Note A-2,” “Note A-3,” “Note
A-4” and “Note A-5” that are not included in the Trust and are secured on a pari passu basis with the
Grove City Premium Outlets Mortgage Loan to the extent set forth in the Grove City Premium Outlets Intercreditor Agreement. The
Grove City Premium Outlets Companion Loan is not a “Mortgage Loan.” Prior to the Grove City Premium Outlets Companion
Loan Securitization Date, the Grove City Premium Outlets Companion Loan shall be a “Serviced Companion Loan.” On and
after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Companion Loan shall be
a “Non-Serviced Companion Loan.”


 



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“Grove
City Premium Outlets Companion Loan Securitization Date” means the date on which the controlling portion of the
Grove City Premium Outlets Companion Loan is included in a securitization trust; provided, that the holder of the Grove
City Premium Outlets Companion Loan provides each of the Master Servicer, the Special Servicer and the Trustee (in each case only
to the extent such party will not also be a party to the related Other Securitization) with notice in accordance with the terms
of the Grove City Premium Outlets Intercreditor Agreement that the Grove City Premium Outlets Companion Loan is to be included
in such Other Securitization.


 


“Grove
City Premium Outlets Directing Holder” means the “Controlling Note Holder” or any analogous term under
the Grove City Premium Outlets Intercreditor Agreement.


 


“Grove
City Premium Outlets Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between
the initial holders of the Grove City Premium Outlets Mortgage Loan and the Grove City Premium Outlets Companion Loan.


 


“Grove
City Premium Outlets Loan Pair” means, collectively, the Grove City Premium Outlets Mortgage Loan and the Grove
City Premium Outlets Companion Loan. On and after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove
City Premium Outlets Mortgage Loan and the Grove City Premium Outlets Companion Loan, collectively, shall be a “Non-Serviced
Loan Combination.”


 


“Grove
City Premium Outlets Mortgage” means the Mortgage securing the Grove City Premium Outlets Mortgage Loan and the
Grove City Premium Outlets Companion Loan.


 


“Grove
City Premium Outlets Mortgage Loan” means the Mortgage Loan evidenced by the promissory note designated as “Note
A-1” and identified as “Grove City Premium Outlets” on the Mortgage Loan Schedule, and that is pari passu
in right of payment with the Grove City Premium Outlets Companion Loan to the extent set forth in the Grove City Premium Outlets
Intercreditor Agreement. Prior to the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets
Mortgage Loan shall be a “Serviced Pari Passu Mortgage Loan.” On and after the Grove City Premium Outlets Companion
Loan Securitization Date, the Grove City Premium Outlets Mortgage Loan shall be a “Non-Serviced Mortgage Loan.”


 


“Gulfport
Premium Outlets Companion Loan” means the promissory notes designated “Note A-1” and “Note A-3”
that are not included in the Trust and are secured on a pari passu basis with the Gulfport Premium Outlets Mortgage Loan
to the extent set forth in the Gulfport Premium Outlets Intercreditor Agreement. The Gulfport Premium Outlets Companion Loan is
not a “Mortgage Loan.” Prior to the Gulfport Premium Outlets Companion Loan Securitization Date, the Gulfport Premium
Outlets Companion Loan shall be a “Serviced Companion Loan.” On and after the Gulfport Premium Outlets Companion Loan
Securitization Date, the Gulfport Premium Outlets Companion Loan shall be a “Non-Serviced Companion Loan.”


 






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“Gulfport
Premium Outlets Companion Loan Securitization Date” means the date on which the controlling portion of the Gulfport
Premium Outlets Companion Loan is included in a securitization trust; provided, that the holder of the Gulfport Premium
Outlets Companion Loan provides each of the Master Servicer, the Special Servicer and the Trustee (in each case only to the extent
such party will not also be a party to the related Other Securitization) with notice in accordance with the terms of the Gulfport
Premium Outlets Intercreditor Agreement that the Gulfport Premium Outlets Companion Loan is to be included in such Other Securitization.


 


“Gulfport
Premium Outlets Directing Holder” means the “Controlling Note Holder” or any analogous term under the
Gulfport Premium Outlets Intercreditor Agreement.


 


“Gulfport
Premium Outlets Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the
initial holders of the Gulfport Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Companion Loan.


 


“Gulfport
Premium Outlets Loan Pair” means, collectively, the Gulfport Premium Outlets Mortgage Loan and the Gulfport Premium
Outlets Companion Loan. On and after the Gulfport Premium Outlets Companion Loan Securitization Date, the Gulfport Premium Outlets
Mortgage Loan and the Gulfport Premium Outlets Companion Loan, collectively, shall be a “Non-Serviced Loan Combination.”


 


“Gulfport
Premium Outlets Mortgage” means the Mortgage securing the Gulfport Premium Outlets Mortgage Loan and the Gulfport
Premium Outlets Companion Loan.


 


“Gulfport
Premium Outlets Mortgage Loan” means the Mortgage Loan evidenced by the promissory note designated as “Note
A-2” and identified as “Gulfport Premium Outlets” on the Mortgage Loan Schedule, and that is pari passu
in right of payment with the Gulfport Premium Outlets Companion Loan to the extent set forth in the Gulfport Premium Outlets Intercreditor
Agreement. Prior to the Gulfport Premium Outlets Companion Loan Securitization Date, the Gulfport Premium Outlets Mortgage Loan
shall be a “Serviced Pari Passu Mortgage Loan.” On and after the Gulfport Premium Outlets Companion Loan Securitization
Date, the Gulfport Premium Outlets Mortgage Loan shall be a “Non-Serviced Mortgage Loan.”


 


“Hazardous
Materials” means any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without
limitation, those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
Section 9601 et seq., or any other environmental laws now or hereafter existing, and specifically including, without
limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products,
urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar
classification which would, if classified as unusable, be included in the foregoing definition.


 


“Holder”
means the Person in whose name a Certificate is registered on the Certificate Register (and, solely for the purposes of distributing
reports, statements or other information pursuant to this Agreement, any Certificate Owner or potential transferee of a


 



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Certificate
to the extent the Person distributing such information has been provided with an Investor Certification; provided, that
this Agreement, the Final Prospectus, the Distribution Date Statements and the Exchange Act Reports shall be made available to
the general public). Solely for the purpose of giving any consent or taking any action pursuant to this Agreement, any Certificate
beneficially owned by the Depositor, the Master Servicer, the Special Servicer, any Excluded Special Servicer, the Trustee, the
Certificate Administrator, the Custodian, the Trust Advisor or, subject to the provisos in the last sentence of this definition,
any Borrower Party (which determination shall be based upon such party’s representations in an Investor Certification submitted
by such party, upon which the Certificate Registrar shall be entitled to conclusively rely) shall be deemed not to be outstanding
and the Voting Rights to which they are entitled shall not be taken into account in determining whether the requisite percentage
of Voting Rights necessary to effect any such consent or take any such action has been obtained. Subject to the last sentence
of this definition, for purposes of obtaining the consent of Certificateholders to any action under this Agreement including any
action proposed to be taken by the Special Servicer with respect to a Specially Serviced Mortgage Loan or any Excluded Special
Servicer with respect to the related Excluded Special Servicer Mortgage Loan, any Certificates that the applicable Responsible
Officer has actual knowledge are beneficially owned by the Special Servicer or the Excluded Special Servicer, as applicable, or
an Affiliate thereof shall be deemed not to be outstanding. Notwithstanding the foregoing, for purposes of obtaining the consent
of Certificateholders to an amendment of this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer,
the Special Servicer, any Excluded Special Servicer, the Trustee, the Trust Advisor, the Certificate Administrator, the Custodian
or any of their Affiliates shall be outstanding if such amendment does not relate to the termination, increase in compensation
or material reduction of obligations of the Depositor, the Master Servicer, the Special Servicer, any Excluded Special Servicer,
the Trustee, the Trust Advisor, the Certificate Administrator, the Custodian or any of their Affiliates, in which case such Certificates
shall be deemed not to be outstanding. Also, notwithstanding the foregoing, subject to any restrictions set forth in Section 10.1(c),
the restrictions above shall not apply to the exercise of the rights of the Master Servicer, the Special Servicer or an Affiliate
of the Master Servicer or the Special Servicer, if any, as a member of the Controlling Class.


 


“Independent”
means, when used with respect to (i) any Accountants, a Person who is “independent” within the meaning of Rule 2-01(B)
of the Commission’s Regulation S-X and (ii) any other Person, a Person who (A) is in fact independent of another
specified Person and any Affiliate of such other Person, (B) does not have any material direct or indirect financial interest
in such other Person or any Affiliate of such other Person, (C) is not connected with such other Person or any Affiliate
of such other Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions
and (D) is not a member of the immediate family of a Person described in clause (B) or (C) above.


 


“Independent
Contractor” means, either (i) with respect to any Mortgage Loan (A) that is not a Specially Serviced Mortgage
Loan, any Person designated by the Master Servicer (other than the Master Servicer, but which may be an Affiliate of the Master
Servicer), or (B) that is a Specially Serviced Mortgage Loan, any Person designated by the Special Servicer that would be
an “independent contractor” with respect to a REMIC Pool within the meaning of Section 856(d)(3) of the Code
if such REMIC Pool were a real estate investment trust (except that the ownership test set forth in such Section shall be considered
to be met by any Person that


 



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owns, directly or indirectly, 35% or more of the Aggregate Certificate Balance or Notional Amount,
as the case may be, of any Class of the Certificates (other than the Class V and the Class R Certificates), a Percentage
Interest of 35% or more in the Class V Certificates, a Percentage Interest of 35% or more in the Class R Certificates
or such other interest in any Class of the Certificates or of the applicable REMIC Pool as is set forth in an Opinion of Counsel,
which shall be at no expense to the Trustee or the Trust) so long as such REMIC Pool does not receive or derive any income from
such Person and provided that the relationship between such Person and such REMIC is at arm’s length, all within the meaning
of Treasury Regulations Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer or the Special
Servicer) upon receipt by the Trustee of an Opinion of Counsel, which shall be at the expense of the Person delivering such opinion
to the Trustee, to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property
to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in
respect of such REO Property to fail to qualify as Rents from Real Property.


 


“Initial
Certification” has the meaning set forth in Section 2.2.


 


“Initial
Deposit” means the amount of all collections made on the Mortgage Loans from the Cut-Off Date to and excluding the
Closing Date.


 


“Initial
Purchaser” means each of Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
UBS Securities LLC, and, in each case, its respective successor in interest.


 


“Inquiries”
has the meaning set forth in Section 5.4(c).


 


“Inspection
Report” means, with respect to a Mortgaged Property, a report substantially in the form of, and containing the information
called for in, the downloadable form of the “Property Inspection Form” available on the CREFC® Website.


 


“Institutional
Accredited Investor” means an institutional accredited investor qualifying pursuant to Rule 501(a)(1), (2),
(3) or (7) of Regulation D of the Securities Act or any entity in which all of the equity owners are institutional
accredited investors qualifying pursuant to Rule 501(a)(1), (2), (3) or (7) of Regulation D of the Securities
Act.


 


“Insurance
Policies” means, collectively, any Standard Hazard Insurance Policy, flood insurance policy, title insurance policy,
terrorism insurance policy or Environmental Insurance Policy relating to the Mortgage Loans or the Mortgaged Properties in effect
as of the Closing Date or thereafter during the term of this Agreement.


 


“Insurance
Proceeds” means amounts paid by the insurer under any Insurance Policy in connection with a Mortgage Loan, Serviced
B Note or Serviced Companion Loan, other than amounts required to be paid over to the Mortgagor pursuant to law and the related
Mortgage Loan documents in accordance with the Servicing Standard. With respect to any Mortgaged Property securing any A/B Whole
Loan or Loan Pair, only an allocable portion of


 



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such Insurance Proceeds shall be distributable to the Certificateholders. With
respect to the Mortgaged Property securing any Non-Serviced Loan Combination, only the portion of such amounts payable to the
holder of the related Non-Serviced Mortgage Loan shall be included in Insurance Proceeds.


 


“Intercreditor
Agreement” means: (a) with respect to an A/B Whole Loan, the related intercreditor, co-lender or similar agreement
in effect from time to time by and between the holder of the related A Note(s) and the holder of any related Serviced B Note
relating to the relative rights of such holders; (b) with respect to a Loan Pair, the related intercreditor, co-lender or
similar agreement in effect from time to time by and between the holders of the related Serviced Pari Passu Mortgage Loan, the
related Serviced Companion Loan and any related Serviced B Note relating to the relative rights of such holders; (c) with respect
to any Non-Serviced Loan Combination, the related intercreditor agreement, co-lender agreement or similar agreement(s) in effect
from time to time between the holders of the related Non-Serviced Companion Loan and Non-Serviced Mortgage Loan and any related
B Note; and (d) solely with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof,
the applicable Mortgage Loan documents and the provisions of Section 8.30 hereof.


 


“Interest
Accrual Period” means, with respect to any REMIC I Regular Interest, REMIC II Regular Interest, Class X
REMIC III Regular Interest, Class of REMIC III Regular Certificates or REMIC III Regular Interest, the period beginning
on the first (1st) day of the month preceding the month in which such Distribution Date occurs and ending on the
last day of the month immediately preceding the month in which such Distribution Date occurs.


 


“Interest
Reserve Account” means any Interest Reserve Account maintained by the Certificate Administrator pursuant to Section 5.3(a),
which shall be a subaccount of an Eligible Account.


 


“Interest
Reserve Amount” has the meaning set forth in Section 5.3(b).


 


“Interest
Reserve Loans” means the Mortgage Loans that bear interest other than on a 30/360 Basis.


 


“Interested
Person” means, as of any date of determination, the Master Servicer, any Special Servicer, the Depositor, the holder
of a Serviced B Note or Serviced Companion Loan (or any portion thereof), a Holder or Certificate Owner of 50% or more of the
Controlling Class, the Controlling Class Representative, the Trust Advisor, any Seller, any Independent Contractor engaged by
the Master Servicer or the Special Servicer pursuant to this Agreement, or any Person actually known to a Responsible Officer
of the Trustee or the Certificate Administrator to be an Affiliate of any of them, or any Borrower Party.


 


“Investor
Certification” means a certificate (which may be in electronic form) substantially in the form of Exhibit I-1A,
Exhibit I-1B, Exhibit I-1C or Exhibit I-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 that the person
executing the certificate (1) is a Certificateholder, a Certificate Owner or a prospective purchaser that, in the case of
a Registered Certificate, has received a copy of the Final Prospectus,


 



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or a holder of a Serviced B Note or Serviced Companion
Loan and (2)(i) is not a Mortgagor, a Manager, an Affiliate of a Mortgagor or Manager or a principal, partner, member, joint venturer,
limited partner, employee, representative, director, trustee or advisor of, or any investor in, any of the foregoing or an agent
of any of the foregoing, or in the case of the Controlling Class Representative or any Controlling Class Certificateholder, such
person is not a Borrower Party, in which case such person will have access to all the reports and information made available on
the Certificate Administrator’s Website to Certificateholders under this Agreement, or (ii) such person is a Borrower Party,
in which case (A) if such person is the Controlling Class Representative or a beneficial owner of a Controlling Class Certificate,
such person will have access to all reports and information made available to Certificateholders on the Certificate Administrator’s
Website under this Agreement except that such person will not have access solely to the related Excluded Information related to
any related Excluded Controlling Class Mortgage Loan with respect to which such person is a Borrower Party, or (B) if such person
is not the Controlling Class Representative or a beneficial owner of a Controlling Class Certificate, such person will only receive
access to the Distribution Date Statements prepared by the Certificate Administrator. The Certificate Administrator may require
that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures. Any Investor Certification
may be delivered electronically to the recipients thereof pursuant to the second paragraph of Section 14.5 of this Agreement.


 


“Investor
Q&A Forum” has the meaning set forth in Section 5.4(c).


 


“Investor
Registry” has the meaning set forth in Section 5.4(d).


 


“IRS”
means the Internal Revenue Service.


 


“Joint
Mortgage Loan” means a Mortgage Loan originated by more than one Seller. There are no Joint Mortgage Loans related
to the Trust.


 


“Junior
Indebtedness” means any indebtedness of any Mortgagor that is secured by a lien that is junior in right of payment
to the lien of the Mortgage securing the related Mortgage Note.


 


“KBRA”
means Kroll Bond Rating Agency, Inc. or its successor in interest. If neither such rating agency 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 other parties hereto,
and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Late
Collections” means, with respect to any Mortgage Loan, Serviced Companion Loan or Serviced B Note, all amounts
received during any Collection Period, whether as late payments or as Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds,
Purchase Proceeds or otherwise, that represent payments or collections of Scheduled Payments due but delinquent for a previous
Collection Period and not previously recovered; provided that “Late Collections” shall not include any Actual
Recoveries of Trust Advisor Expenses.


 






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“Late
Fee” means a fee paid or payable, as the context may require, to the related lender by a Mortgagor as provided in
the related Mortgage Loan, A/B Whole Loan or Loan Pair in connection with a late payment made by such Mortgagor, but excluding
any such amounts allocable to a Non-Serviced Mortgage Loan and related Non-Serviced Companion Loan pursuant to the terms of the
related Non-Serviced Mortgage Loan Intercreditor Agreement, and, with respect to a Joint Mortgage Loan treated as a Loan Pair
in accordance with Section 8.30 hereof, including only the portion of such amounts that is received by the Trust in accordance
with Section 8.30 hereof.


 


“Lender
Register” has the meaning set forth in Section 8.26.


 


“Liquidation
Expenses” means reasonable and direct expenses incurred by the Special Servicer on behalf of the Trust in connection
with the liquidation of any Specially Serviced Mortgage Loan or REO Property acquired in respect thereof including, without limitation,
reasonable legal fees and expenses in connection with a closing, brokerage commissions and conveyance taxes for such Specially
Serviced Mortgage Loan. All Liquidation Expenses relating to disposition of the Specially Serviced Mortgage Loan shall be (i) paid
out of income from the related REO Property, to the extent available, (ii) paid out of related proceeds from liquidation
or (iii) advanced by the Master Servicer or the Special Servicer, subject to Section 4.4 and Section 4.6(e)
hereof, as a Servicing Advance.


 


“Liquidation
Fee” means a fee payable with respect to the final disposition or liquidation of any Mortgage Loan (other than any
Non-Serviced Mortgage Loan) that is a Specially Serviced Mortgage Loan (including, for this purpose, any related Serviced Companion
Loan or Serviced B Note) or REO Property (other than any REO Property related to a Non-Serviced Mortgage Loan) equal to the lesser
of (1) $1,000,000 and (2) the product of (x) 1.0% and (y) the Liquidation Proceeds received in connection
with a final disposition of, and any Condemnation Proceeds and Insurance Proceeds received by the Trust (net of any expenses incurred
by the Special Servicer on behalf of the Trust in connection with the collection of such Condemnation Proceeds and Insurance Proceeds)
with respect to, such Specially Serviced Mortgage Loan or REO Property or portion thereof; provided, that the Liquidation
Fee with respect to any Specially Serviced Mortgage Loan or REO Property shall be reduced by the amount of any Excess Modification
Fees actually received by the Special Servicer as additional servicing compensation (i) with respect to the related Mortgage Loan,
Serviced Companion Loan or Serviced B Note, as applicable, at any time within the prior eighteen (18) months in connection with
each modification, restructure, extension, waiver or amendment that constituted a modification of the related Mortgage Loan, Loan
Pair or A/B Whole Loan while the Mortgage Loan or the related Serviced Companion Loan or Serviced B Note, as applicable, was a
Specially Serviced Mortgage Loan and (ii) with respect to the related Mortgage Loan, Serviced Companion Loan or Serviced B Note,
as applicable, at any time within the prior nine (9) months in connection with each modification, restructure, extension, waiver
or amendment that constitutes a modification of the related Mortgage Loan, Loan Pair or A/B Whole Loan while the Mortgage Loan
or the related Serviced Companion Loan or Serviced B Note, as applicable, was a Non-Specially Serviced Mortgage Loan, but, in
each case, only to the extent those Excess Modification Fees have not previously been deducted from a Workout Fee or Liquidation
Fee. No Liquidation Fee will be payable based upon, or out of, Liquidation Proceeds received in connection with (i) the repurchase
of, or substitution for, any Mortgage Loan by the related


 






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Seller or its Seller Guarantor (if any) under the related Mortgage Loan
Purchase Agreement for a Material Breach or Material Document Defect, if such repurchase or substitution occurs on or before the
later of (x) 180 days after the discovery or receipt of notice by the related Seller or such Seller Guarantor of the Material
Document Defect or Material Breach, as applicable, that gave rise to the particular repurchase or substitution obligation, and
(y) the expiration of the time period (or extension thereof) provided for such repurchase or substitution if such repurchase or
substitution occurs prior to the termination of any applicable extended resolution period, (ii) the purchase of any Specially
Serviced Mortgage Loan that is, or is part of, an A/B Whole Loan or Loan Pair by the holder of the related Serviced B Note
or Serviced Companion Loan, as applicable, within ninety (90) days following the date that such holder’s option to
purchase the related Mortgage Loan first becomes exercisable, (iii) the purchase of any Specially Serviced Mortgage Loan
by the holder of any related mezzanine loan, pursuant to the related mezzanine loan intercreditor agreement, within ninety (90) days
following the date that such holder’s option to purchase such Specially Serviced Mortgage Loan first becomes exercisable,
(iv) the purchase of all of the Mortgage Loans and REO Properties in connection with an optional termination of the Trust,
(v) the purchase of any Specially Serviced Mortgage Loan by the Special Servicer or any Affiliate thereof (other than the
Controlling Class Representative), or (vi) the purchase of any Specially Serviced Mortgage Loan or related REO Property,
by the Controlling Class Representative or any affiliate thereof (other than the Special Servicer), if such purchase occurs within
ninety (90) days after the date on which the Special Servicer delivers to the Controlling Class Representative for its approval
the initial Asset Status Report with respect to such Specially Serviced Mortgage Loan. For the avoidance of doubt, the Special
Servicer may not receive a Workout Fee and a Liquidation Fee with respect to the same proceeds collected on a Mortgage Loan, Serviced
Companion Loan, Serviced B Note or REO Loan. Notwithstanding the foregoing, if a Mortgage Loan, Serviced B Note or Serviced
Companion Loan becomes a Specially Serviced Mortgage Loan only because of an event described in clause (i) of the definition of
“Servicing Transfer Event” as a result of a payment default on the related maturity date and the related Liquidation
Proceeds are received within three (3) months following the related maturity date as a result of the related Mortgage Loan,
Serviced B Note or Serviced Companion Loan being refinanced or otherwise repaid in full, the Special Servicer shall not be entitled
to collect a Liquidation Fee out of the proceeds received in connection with such liquidation if such fee would reduce the amount
available for distributions to Certificateholders, but the Special Servicer may collect from the related Mortgagor and retain
(x) a liquidation fee, (y) such other fees as are provided for in the related Mortgage Loan documents and (z) other appropriate
fees in connection with such liquidation.


 


“Liquidation
Proceeds” means proceeds from the sale or liquidation of a Mortgage Loan, a Serviced Companion Loan or a Serviced
B Note or related REO Property, net of Liquidation Expenses. With respect to any Mortgaged Property securing an A/B Whole
Loan or Loan Pair, only an allocable portion of such Liquidation Proceeds shall be distributable to the Certificateholders. With
respect to the mortgaged property or properties securing any Non-Serviced Loan Combination, only the portion of such amounts payable
to the holder of the related Non-Serviced Mortgage Loan will be included in Liquidation Proceeds.


 


“Liquidation
Realized Loss” means, with respect to each Mortgage Loan or any REO Property, as the case may be, as to which a
Cash Liquidation, or other liquidation or REO Disposition has occurred, an amount equal to the excess, if any, of: (A) the
sum, without


 



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duplication, of (1) the Unpaid Principal Balance of the Mortgage Loan (or any related REO Mortgage Loan), as
the case may be, as of the date of the Cash Liquidation, or other liquidation or REO Disposition, plus (2) unpaid
interest and interest accrued thereon at the applicable Mortgage Rate through the Due Date (or, in the case of a Balloon Loan
past its Maturity Date or an REO Property, the date that would otherwise be the Due Date) in the Collection Period in which the
Cash Liquidation or other liquidation or REO Disposition occurred, plus (3) any expenses (including Additional Trust
Expenses, unpaid Servicing Advances and unpaid Advance Interest, but excluding Trust Advisor Expenses) incurred in connection
with such Mortgage Loan or REO Property that have been paid or are payable or reimbursable to any Person, other than amounts included
in the definition of Liquidation Expenses and amounts previously treated as Expense Losses attributable to principal (and interest
thereon), plus (4) any Unliquidated Advances incurred with respect to such Mortgage Loan or REO Property; over (B) the
sum of (1) REO Income applied as recoveries of principal or interest on the related Mortgage Loan or REO Property, and (2) Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds, Late Collections and all other amounts recovered from the related Mortgagor
and received during the Collection Period in which such Cash Liquidation, or other liquidation or REO Disposition occurred and
which are not required under any Intercreditor Agreement (or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance
with Section 8.30 hereof, the applicable Mortgage Loan documents) or Non-Serviced Mortgage Loan Intercreditor Agreement
to be payable or reimbursable to any holder of a B Note, a Serviced Companion Loan or a Non-Serviced Companion Loan.


 


“Litigation
Control” has the meaning set forth in Section 9.34.


 


“Loan
Pair” means a Serviced Pari Passu Mortgage Loan and the related Serviced Companion Loan, collectively. The Loan
Pairs related to the Trust as of the Closing Date are the 525 Seventh Avenue Loan Pair, the Ellenton Premium Outlets Loan Pair,
the Grove City Premium Outlets Loan Pair and the Gulfport Premium Outlets Loan Pair. On and after the Grove City Premium Outlets
Companion Loan Securitization Date, the Grove City Premium Outlets Mortgage Loan and the Grove City Premium Outlets Companion
Loan, collectively, shall cease to be a Loan Pair and shall be a Non-Serviced Loan Combination. On and after the Gulfport Premium
Outlets Companion Loan Securitization Date, the Gulfport Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Companion
Loan, collectively, shall cease to be a Loan Pair and shall be a Non-Serviced Loan Combination.


 


“Loan-Related
Litigation” has the meaning set forth in Section 9.34(a).


 


“Loan-Specific
Directing Holder” means, with respect to any A/B Whole Loan or Loan Pair, any holder of a related Serviced B Note
or Serviced Companion Loan, or any designee thereof or participant in a securitization thereof, that constitutes the “Controlling
Holder”, “Controlling Note Holder”, the “Directing Holder”, “Directing Lender” or any
analogous term under the related Intercreditor Agreement. The only Loan-Specific Directing Holders related to the Trust as of
the Closing Date shall be, with respect to the Grove City Premium Outlets Loan Pair, the Grove City Premium Outlets Directing
Holder, and with respect to the Gulfport Premium Outlets Loan Pair, the Gulfport Premium Outlets Directing Holder. On and after
the Grove City Premium Outlets Companion Loan Securitization Date, there shall be no Loan-Specific Directing Holder related to
the Trust with respect to the Grove City Premium


 



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Outlets Loan Pair. On and after the Gulfport Premium Outlets Companion Loan Securitization
Date, there shall be no Loan-Specific Directing Holder related to the Trust with respect to the Gulfport Premium Outlets Loan
Pair.


 


“Loan-Specific
Special Servicer” has the meaning set forth in Section 9.30(f).


 


“Loan-to-Value
Ratio” means, as of any date with respect to a Mortgage Loan, the fraction, expressed as a percentage, the numerator
of which is the Unpaid Principal Balance of such Mortgage Loan at the date of determination and the denominator of which is the
value of the Mortgaged Property as shown on the most recent Appraisal or valuation of the Mortgaged Property which is available
as of such date or, in the case of any Non-Serviced Mortgage Loan or Loan Pair, the allocable portion thereof.


 


“Lock-Box
Account” has the meaning set forth in Section 8.3(g).


 


“Lock-Box
Agreement” means, with respect to any Mortgage Loan, any lock-box agreement relating to such Mortgage Loan among
the related Mortgagor, a depositary institution and the Master Servicer (or a sub-servicer on its behalf) pursuant to which a
Lock-Box Account is created.


 


“Losses”
has the meaning set forth in Section 12.4.


 


“MAI”
means Member of the Appraisal Institute.


 


“Major
Decision” means any of the following:


 


(a)         any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of properties securing any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair that comes into and continues
in default;


 


(b)         any
modification, consent to a modification or waiver of a Monetary Term (other than Penalty Charges, but including the timing of
payments and acceptance of discounted payoffs) or material non-monetary term of a Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Loan Pair or any extension of the Maturity Date thereof;


 


(c)         following
a default or an event of default with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair, any
exercise of remedies, including any acceleration thereof or initiation of judicial, bankruptcy or similar proceedings under the
related Mortgage Loan documents;


 


(d)         any
sale of a Defaulted Loan or REO Property for less than the applicable Purchase Price;


 


(e)         any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at a Mortgaged Property or at an REO Property;


 






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(f)          any
release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Loan Pair, or any consent to either of the foregoing, unless required or permitted pursuant to the specific
terms of the related Mortgage Loan documents and for which there is no material lender discretion;


 


(g)         any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than any
Non-Serviced Mortgage Loan) or Loan Pair or, if lender consent is required, any consent to such waiver or consent to a transfer
of the Mortgaged Property or interests in the Mortgagor, other than any such transfer or incurrence of debt as may be effected
without the consent of the lender under the related Mortgage Loan documents;


 


(h)         with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair, any incurrence of additional debt by a
Mortgagor or of any mezzanine financing by any beneficial owner of a Mortgagor (to the extent that the lender has consent rights
pursuant to the related Mortgage Loan documents (for purposes of the determination whether a lender has such consent rights pursuant
to the related Mortgage Loan documents, any Mortgage Loan document provision that requires that an intercreditor agreement be
reasonably or otherwise acceptable to the lender will constitute such consent rights));


 


(i)          any
material modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar
agreement with any mezzanine lender or subordinate debt holder related to a Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Loan Pair, or an action to enforce rights with respect thereto or decision not to enforce such rights;


 


(j)          any
franchise changes (with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair for which the lender
is required to consent or approve under the related Mortgage Loan documents), or, with respect to a Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or Loan Pair with an Unpaid Principal Balance greater than $2,500,000, any material property management
company changes, including approval of the termination of a manager and appointment of a new property manager;


 


(k)         with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair, releases of any escrow accounts, reserve
accounts or letters of credit held as performance escrows or reserves other than those required pursuant to the specific terms
of the related Mortgage Loan documents and for which there is no material lender discretion;


 


(l)          any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor, guarantor or other
obligor, or releasing a Mortgagor, guarantor or other obligor from liability under a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Loan Pair other than pursuant to the specific terms thereof and for which there is no lender discretion;


 


(m)        any
determination of an Acceptable Insurance Default;


 


(n)         any
adoption or implementation of a budget submitted by a Mortgagor with respect to a Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or Loan Pair (to


 



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the extent lender approval is required under the related Mortgage Loan documents), if (a) such Mortgage
Loan or Loan Pair is on the CREFC® Servicer Watch List or (b) such budget includes material (more than 25%) increases in operating
expenses or payments to entities actually known by the Master Servicer to be Affiliates of the related Mortgagor (excluding affiliated
managers paid at fee rates agreed to at the origination of the related Mortgage Loan or Loan Pair), subject in each case to any
deemed approval expressly set forth in the related Mortgage Loan documents;


 


(o)         the
voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a Mortgagor; and


 


(p)         the
exercise of the rights and powers granted under the related Intercreditor Agreement or mezzanine loan intercreditor agreement
to the “Note A Holder”, the “Note A Controlling Holder”, the “Senior Lender”, the “Senior
Loan Controlling Holder”, or such other similar term as may be set forth in any such Intercreditor Agreement or mezzanine
loan intercreditor agreement, as applicable, and/or the “Servicer” referred to therein, if and to the extent such
rights or powers affect the priority, payments, consent rights, or security interest with respect to the “Note A Holder”,
the “Note A Controlling Holder”, the “Senior Lender”, the “Senior Loan Controlling Holder”,
or such other similar term.


 


“Majority
Controlling Class Certificateholders” means the Holder(s) of Certificates representing more than 50% of the Aggregate
Certificate Balance of the Controlling Class.


 


“Manager”
means, with respect to any Mortgage Loan, any property manager for the related Mortgaged Property.


 


“Master
Servicer” means Midland Loan Services, a Division of PNC Bank, National Association and its permitted successors
or assigns.


 


“Master
Servicer Consent Matters” has the meaning set forth in Section 8.3(a).


 


“Master
Servicer Indemnified Parties” has the meaning set forth in Section 8.25(a).


 


“Master
Servicer Losses” has the meaning set forth in Section 8.25(a).


 


“Master
Servicer Remittance Date” means, for each Distribution Date, the Business Day immediately preceding such Distribution
Date.


 


“Master
Servicer Remittance Report” means the CREFC® Loan Periodic Update File.


 


“Master
Servicing Fee” means, with respect to each Mortgage Loan and, if applicable, A/B Whole Loan or Loan Pair (including
a Mortgage Loan, A/B Whole Loan or Loan Pair that relates to an REO Property or is a Defeasance Loan), for any related Mortgage
Loan Accrual Period, the amount of interest accrued during such related Mortgage Loan Accrual Period at the related Master Servicing
Fee Rate on the same balance, in the same manner and for the same number of days as interest at the applicable Mortgage Rate accrued
with respect to such


 



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Mortgage Loan or, if applicable, such A/B Whole Loan or Loan Pair, as the case may be, during such related
Mortgage Loan Accrual Period, subject to reduction in respect of Compensating Interest, as set forth in Section 5.2(a)(I)(iv).
The Master Servicing Fee shall include all amounts required to be paid to any sub-servicer appointed by the Master Servicer.


 


“Master
Servicing Fee Rate” means, with respect to each Mortgage Loan and any related Serviced Companion Loan or Serviced
B Note, including any Mortgage Loan, Serviced Companion Loan or Serviced B Note that relates to an REO Property or is a Defeasance
Loan, a rate equal to (i) with respect to each Mortgage Loan (other than the Grove City Premium Outlets Mortgage Loan (after the
Grove City Premium Outlets Companion Loan Securitization Date), the Gulfport Premium Outlets Mortgage Loan (after the Gulfport
Premium Outlets Companion Loan Securitization Date), the WPC Department Store Portfolio Mortgage Loan, the Cape May Hotels Mortgage
Loan and the Charles River Plaza North Mortgage Loan), 0.0025% per annum plus the primary servicing fee rate set forth
next to such Mortgage Loan on the Mortgage Loan Schedule, (ii) with respect to each of the 525 Seventh Avenue Serviced Companion
Loan, the Ellenton Premium Outlets Serviced Companion Loan, the Grove City Premium Outlets Companion Loan prior to the Grove City
Premium Outlets Companion Loan Securitization Date and the Gulfport Premium Outlets Companion Loan prior to the Gulfport Premium
Outlets Companion Loan Securitization Date, 0.0025% per annum, and (iii) with respect to the Grove City Premium Outlets
Mortgage Loan (after the Grove City Premium Outlets Companion Loan Securitization Date), the Gulfport Premium Outlets Mortgage
Loan (after the Gulfport Premium Outlets Companion Loan Securitization Date), the WPC Department Store Portfolio Mortgage Loan,
the Cape May Hotels Mortgage Loan and the Charles River Plaza North Mortgage Loan, 0.0025% per annum.


 


“Material
Breach” has the meaning set forth in Section 2.3(a).


 


“Material
Document Defect” has the meaning set forth in Section 2.3(a).


 


“Maturity
Date” means, with respect to any Mortgage Loan, Serviced Companion Loan or Serviced B Note as of any date of
determination, the date on which the last payment of principal is due and payable thereunder, after taking into account all Principal
Prepayments received and any Deficient Valuation, Debt Service Reduction Amount or modification of the Mortgage Loan, Serviced
Companion Loan or Serviced B Note occurring prior to such date of determination, but without giving effect to (i) any
acceleration of the principal of such Mortgage Loan, Serviced Companion Loan or Serviced B Note or (ii) any grace period
permitted by such Mortgage Loan, Serviced B Note or Serviced Companion Loan.


 


“Modification
Fee” means a fee, if any, collected from a Mortgagor by the Master Servicer in connection with a written restructuring,
modification, waiver, extension or amendment of any Mortgage Loan (or A/B Whole Loan or Loan Pair, if applicable, but not any
Non-Serviced Mortgage Loan) other than a Specially Serviced Mortgage Loan or collected in connection with a written restructuring,
modification, waiver, extension or amendment by the Special Servicer of a Specially Serviced Mortgage Loan, but does not include
Assumption Fees, assumption application fees, Consent Fees or defeasance fees. For each written restructuring, modification, extension,
waiver or amendment that restructures, modifies, extends, amends or waives any term of the Mortgage Loan, A/B Whole Loan or Loan
Pair in connection with


 



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working out of a Specially Serviced Mortgage Loan, the Modification Fees collected from the related Mortgagor
will be subject to a cap of the lesser of (i) 1.0% of the outstanding principal balance of such Mortgage Loan, A/B Whole Loan
or Loan Pair on the closing date of the related modification, restructure, extension, waiver or amendment (prior to giving effect
to such modification, restructure, extension, waiver or amendment); provided, that no aggregate cap will exist in connection
with the amount of Modification Fees which may be collected from the related Mortgagor with respect to any Specially Serviced
Mortgage Loan or REO Loan and (ii) $1,000,000; provided, that no aggregate cap exists in connection with the amount of
Modification Fees which may be collected from the related Mortgagor with respect to any Specially Serviced Mortgage Loan or REO
Loan.


 


“Modification
Loss” means, with respect to each Mortgage Loan, (i) a decrease in the outstanding principal balance thereof
as a result of a modification thereof in accordance with the terms hereof, (ii) any fees and expenses connected with such
modification, to the extent (x) reimbursable to the Trustee, the Custodian, the Special Servicer or the Master Servicer and
(y) not recovered from the Mortgagor or (iii) in the case of a modification of such Mortgage Loan that reduces the Mortgage
Rate thereof, the excess, on each Due Date, of the amount of interest that would have accrued at a rate equal to the original
Mortgage Rate, over interest that actually accrued on such Mortgage Loan during the preceding Collection Period.


 


“Money
Term” means with respect to any Mortgage Loan, Serviced Companion Loan or Serviced B Note, the Maturity Date,
Mortgage Rate, principal balance, amortization term or payment frequency thereof or any provision thereof requiring the payment
of a Prepayment Premium in connection with a principal prepayment (and shall not include Late Fees or Default Interest provisions).


 


“Moody’s”
means Moody’s Investors Service, Inc. or its successor in interest. If neither such rating agency 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 other parties
hereto, and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent ratings of the party
so designated.


 


“Morningstar”
means Morningstar Credit Ratings, LLC or its successor in interest. If neither such rating agency 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 other parties
hereto, and specific ratings of Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party
so designated.


 


“Mortgage”
means the mortgage, deed of trust or other instrument securing a Mortgage Note.


 


“Mortgage
File” means the mortgage documents listed below:


 


(i)          the
original Mortgage Note bearing, or accompanied by, all prior or intervening endorsements, endorsed either in blank or to the order
of the Trustee in the following


 



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form: “Pay to the order of Wells Fargo Bank, National Association, as Trustee for Morgan
Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8, without recourse, representation
or warranty” or if the original Mortgage Note is not included therein, then a lost note affidavit with a copy of the Mortgage
Note attached thereto;


 


(ii)         the
original Mortgage, with evidence of recording thereon, and, if the Mortgage was executed pursuant to a power of attorney, a certified
true copy of the power of attorney certified by the public recorder’s office, with evidence of recording thereon (if recording
is customary in the jurisdiction in which such power of attorney was executed) or certified by a title insurance company or escrow
company to be a true copy thereof; provided that if such original Mortgage cannot be delivered with evidence of recording
thereon on or prior to the 45th day following the Closing Date because of a delay caused by the public recording office
where such original Mortgage has been delivered for recordation or because such original Mortgage has been lost after recordation,
the Seller shall deliver or cause to be delivered to the Trustee (or the Custodian on its behalf) a true and correct copy of such
Mortgage, together with (A) in the case of a delay caused by the public recording office, an Officer’s Certificate
of the applicable Seller stating that such original Mortgage has been sent to the appropriate public recording official for recordation
or (B) in the case of an original Mortgage that has been lost after recordation, a certification by the appropriate county
recording office where such Mortgage is recorded that such copy is a true and complete copy of the original recorded Mortgage;


 


(iii)        the
originals of all agreements modifying a Money Term or other material modification, consolidation and extension agreements, if
any, with evidence of recording thereon, or if such original modification, consolidation or extension agreements have been delivered
to the appropriate recording office for recordation and either have not yet been returned on or prior to the 45th day
following the Closing Date with evidence of recordation thereon or have been lost after recordation, true copies of such modifications,
consolidations or extensions certified by the applicable Seller together with (A) in the case of a delay caused by the public
recording office, an Officer’s Certificate of the applicable Seller stating that such original modification, consolidation
or extension agreement has been dispatched or sent to the appropriate public recording official for recordation or (B) in
the case of an original modification, consolidation or extension agreement that has been lost after recordation, a certification
by the appropriate county recording office where such document is recorded that such copy is a true and complete copy of the original
recorded modification, consolidation or extension agreement, and the originals of all assumption agreements, if any;


 


(iv)        an
original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording, signed by the holder of
record in blank or in favor of “Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Trust 2015-UBS8,
Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8” (or, in the case of an A/B Whole Loan or a Loan Pair, substantially
similar language notating an assignment in favor of the Trustee (in such capacity and on behalf of the holders of any related
Serviced B Note or Serviced Companion Loan));


 


(v)         originals
of all intervening assignments of Mortgage, if any, with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder’s office for recordation, certified true copies of such assignments of


 



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Mortgage certified by the applicable
Seller, or in the case of an original blanket intervening assignment of Mortgage
retained by the applicable Seller, a copy thereof certified by the applicable Seller or, if any original intervening
assignment of Mortgage has not yet been returned on or prior to the 45th day following the Closing Date from the
applicable recording office or has been lost after recordation, a true and correct copy thereof, together with (A) in
the case of a delay caused by the public recording office, an Officer’s Certificate of the applicable Seller stating
that such original intervening assignment of Mortgage has been sent to the appropriate public recording official for
recordation or (B) in the case of an original intervening assignment of Mortgage that has been lost after recordation, a
certification by the appropriate county recording office where such assignment is recorded that such copy is a true and
complete copy of the original recorded intervening assignment of Mortgage;


 


(vi)        if
the related Assignment of Leases is separate from the Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to the 45th day following the Closing Date
from the applicable public recording office, a copy of such Assignment of Leases certified by the applicable Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording, together with (A) an original of each assignment
of such Assignment of Leases with evidence of recording thereon and showing a complete recorded chain of assignment from the named
assignee to the holder of record, and if any such assignment of such Assignment of Leases has not been returned from the applicable
public recording office, a copy of such assignment certified by the applicable Seller to be a true and complete copy of the original
assignment submitted for recording, and (B) an original assignment of such Assignment of Leases, in recordable form, signed
by the holder of record in favor of “Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Trust
2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8” (or, in the case of an A/B Whole Loan or a Loan
Pair, substantially similar language notating an assignment in favor of the Trustee (in such capacity and on behalf of the holders
of any related Serviced B Note or Serviced Companion Loan)), which assignment may be effected in the related Assignment of Mortgage;


 


(vii)       the
original or a copy of each guaranty, if any, constituting additional security for the repayment of such Mortgage Loan;


 


(viii)      the
original (which may be electronic) or a copy (which may be electronic) Title Insurance Policy or if such Title Insurance
Policy has not been issued, an original binder or actual title commitment or a copy (which may be electronic) thereof certified
by the title company with the original (which may be electronic) or a copy (which may be electronic) Title Insurance Policy
to follow within 180 days of the Closing Date or a preliminary title report binding on the title company with an original
(which may be electronic) or a copy (which may be electronic) Title Insurance Policy to follow within 180 days of the
Closing Date;


 


(ix)         (A)
UCC financing statements (together with all assignments thereof) and (B) UCC-3 financing statements to the Trustee delivered
in connection with the Mortgage Loan;


 


(x)         copies
of the related ground lease(s), Space Lease(s) or air rights lease(s), if any, related to any Mortgage Loan where the Mortgagor
is the lessee under any such lease and there is a lien in favor of the mortgagee in such lease;


 






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(xi)        copies
of any loan agreements, lock-box agreements, co-lender agreements and intercreditor agreements (including, without limitation,
any Intercreditor Agreement or Non-Serviced Mortgage Loan Intercreditor Agreement, and a copy (that is, not the original) of the
mortgage note evidencing any related Serviced Companion Loan, Non-Serviced Companion Loan and B Note) related to any Mortgage
Loan;


 


(xii)       either
(A) the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which shall
be assigned to the Trustee and delivered to the Custodian on behalf of the Trustee on behalf of the Trust with a copy to be held
by the Master Servicer, and applied, drawn, reduced or released in accordance with documents evidencing or securing the applicable
Mortgage Loan, this Agreement or (B) the original of each letter of credit, if any, constituting additional collateral for
such Mortgage Loan, which shall be held by the Master Servicer on behalf of the Trustee, with a copy to be held by the Custodian
on behalf of the Trustee, and applied, drawn, reduced or released in accordance with documents evidencing or securing the applicable
Mortgage Loan, this Agreement (it being understood that each Seller has agreed (a) that the proceeds of such letter of credit
belong to the Trust, (b) to notify, on or before the Closing Date, the bank issuing the letter of credit that the letter
of credit and the proceeds thereof belong to the Trust, and to use reasonable efforts to obtain within thirty (30) days (but
in any event to obtain within ninety (90) days) following the Closing Date, an acknowledgement thereof by the bank (with
a copy of such acknowledgement to be sent to the Master Servicer (who shall forward a copy of such acknowledgement to the Custodian
and the Trustee)) or a reissued letter of credit and (c) to indemnify the Trust for any liabilities, charges, costs, fees
or other expenses accruing from the failure of the Seller to assign all rights in and to the letter of credit hereunder including
the right and power to draw on the letter of credit). In the case of clause (B) above, the Master Servicer acknowledges
that any letter of credit held by it shall be held in its capacity as agent of the Trust, and if the Master Servicer sells its
rights to service the applicable Mortgage Loan, the Master Servicer shall assign the applicable letter of credit to the Trust
or (with respect to any Specially Serviced Mortgage Loan) at the direction of the Special Servicer to such party as the Special
Servicer may instruct, in each case, at the expense of the Master Servicer. The Master Servicer shall indemnify the Trust for
any loss caused by the ineffectiveness of such assignment;


 


(xiii)      the
original or a copy of the environmental indemnity agreement, if any, related to any Mortgage Loan;


 


(xiv)      third-party
management agreements, if any, with respect to any Mortgaged Property;


 


(xv)       copies
of any Environmental Insurance Policy;


 


(xvi)      copies
of any affidavit and indemnification agreement;


 


(xvii)     if
the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement, (a)
an original or a copy of any franchise, management or similar agreement provided to the applicable Seller in connection with such
Seller’s origination or acquisition of the Mortgage Loan; (b) a copy of any related estoppel certificate or any comfort
letter delivered by the franchisor for the benefit of the holder of the


 



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Mortgage Loan in connection with the applicable Seller’s
origination or acquisition of the Mortgage Loan; and (c) if the related Mortgage Loan is a Franchise Mortgage Loan, a copy of
the notice (to the extent such a notice is required under the terms of the related franchise, management or similar agreement)
to the related franchisor stating that the Franchise Mortgage Loan has been transferred to the Trust and requesting a replacement
comfort letter in favor of the Trust (or any such new document or acknowledgement as may be contemplated under the existing comfort
letter); and


 


(xviii)    with
respect to any Non-Serviced Mortgage Loan, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


Notwithstanding
any of the foregoing to the contrary, with respect to any Non-Serviced Mortgage Loan, (A) if the Custodian is not also the related
Non-Serviced Loan Combination Custodian, the preceding document delivery requirements shall be met by the delivery by the applicable
Seller of copies of the documents specified above (other than the Mortgage Notes (and all intervening endorsements) respectively
evidencing such Non-Serviced Mortgage Loan with respect to which the originals shall be required), including a copy of the Non-Serviced
Mortgage Loan Mortgage, and the requirement to deliver any of the preceding documents in the name of the Trustee shall be met
by the delivery of such documents in the name of the Non-Serviced Mortgage Loan Trustee for the benefit of, among others, the
Trustee, as holder of such Non-Serviced Mortgage Loan, or (B) if (and only for so long as) the Custodian is also the related Non-Serviced
Loan Combination Custodian, the preceding document delivery requirements shall be met by (1) the delivery by the applicable Seller
of originals of the documents described in clause (i) and (2) custody of the documents specified in clauses (ii)
through (xviii) above by the related Non-Serviced Loan Combination Custodian pursuant to the related Non-Serviced Mortgage
Loan Pooling and Servicing Agreement; provided, that if any document specified in clauses (ii) through (xviii)
above was not or was not required to be delivered to the related Non-Serviced Loan Combination Custodian in connection with
the related Other Securitization, the applicable Seller shall deliver such document to the Custodian; provided, further,
that (a) the Custodian represents and warrants to each other party hereto and for the benefit of the Certificateholders that,
as of the Closing Date, it is the related Non-Serviced Loan Combination Custodian for such Non-Serviced Mortgage Loan; (b) the
Custodian shall perform its duties under this Agreement (including, without limitation, Article II), and be liable to the
other parties hereto, with respect to such Non-Serviced Mortgage Loan as if such documents were required to be delivered and included
in the Mortgage File and as if the Non-Serviced Loan Combination Custodian’s receipt of the documents contained in the related
“mortgage file” delivered under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement constituted
delivery of those same documents to the Custodian under this Agreement; (c) the Custodian shall not resign as the related Non-Serviced
Loan Combination Custodian without giving at least thirty (30) days’ advance written notice of resignation to each other
party hereto; (d) if for any reason the Custodian shall resign as Custodian hereunder or resign as the related Non-Serviced Loan
Combination Custodian or shall otherwise no longer act as Custodian hereunder or as the related Non-Serviced Loan Combination
Custodian or shall otherwise be required to surrender possession of the related “mortgage file” delivered under the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement (including by reason of the Non-Serviced Companion Loan being
removed from the related securitization trust), the Custodian shall include the documents contemplated by clauses (ii)
through (xviii) above in the Mortgage


 



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File for such Non-Serviced Loan Combination (to the extent such documents were delivered
in connection with the related Other Securitization) that shall be maintained by it or any successor custodian hereunder.


 


Notwithstanding
anything to the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File by either of the
applicable Sellers shall satisfy the delivery requirements for both of the applicable Sellers.


 


“Mortgage
Loan” means a Mortgage Note secured by a Mortgage, and all amendments and modifications thereof, identified on the
Mortgage Loan Schedule, as amended from time to time, provided that the term “Mortgage Loan” shall include
any Defeasance Loan and any Non-Serviced Mortgage Loan (but shall not include any Non-Serviced Companion Loan and shall not include,
in the case of the Charles River Plaza North Non-Serviced Loan Combination, any related B Note) and with respect to (i) any
A/B Whole Loan, shall include the A Note (but shall not include the related Serviced B Note) and (ii) any Loan
Pair, shall include the Serviced Pari Passu Mortgage Loan (but shall not include the related Serviced Companion Loan or any related
Serviced B Note). For the avoidance of doubt, no UBSRES Seller Defeasance Rights and Obligations, BANA Lender Successor Borrower
Right or MSMCH Seller Defeasance Rights and Obligations is part of a “Mortgage Loan”.


 


“Mortgage
Loan Accrual Period” means, with respect to any Mortgage Loan, Serviced Companion Loan or Serviced B Note (including
any Mortgage Loan, Serviced Companion Loan or Serviced B Note that relates to an REO Property), the period that commences
on any related Due Date (or, in the case of any Mortgage Loan, Serviced Companion Loan or Serviced B Note that relates to
an REO Property or as to which the Maturity Date has passed, the date that would otherwise have been a related Due Date) and that
continues to, but not including the next succeeding related Due Date (or, in the case of any Mortgage Loan, Serviced Companion
Loan or Serviced B Note that relates to an REO Property or as to which the Maturity Date has passed, the date next succeeding
that would otherwise have been a related Due Date).


 


“Mortgage
Loan Purchase Agreement” means Mortgage Loan Purchase Agreement I, Mortgage Loan Purchase Agreement II or Mortgage
Loan Purchase Agreement III, as the case may be.


 


“Mortgage
Loan Purchase Agreement I” means that certain Mortgage Loan Purchase Agreement between UBSRES and the Depositor
dated the Pricing Date with respect to the UBSRES Loans.


 


“Mortgage
Loan Purchase Agreement II” means that certain Mortgage Loan Purchase Agreement between BANA and the Depositor dated
the Pricing Date with respect to the BANA Loans.


 


“Mortgage
Loan Purchase Agreement III” means that certain Mortgage Loan Purchase Agreement between MSMCH and the Depositor
dated the Pricing Date with respect to the MSMCH Loans.


 






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“Mortgage
Loan Schedule” or “Loan Schedule” means collectively the schedule attached hereto as Schedule I,
which identifies each UBSRES Loan, the schedule attached hereto as Schedule II, which identifies each BANA Loan, and
the schedule attached hereto as Schedule III, which identifies each MSMCH Loan, as such schedules may be amended from time
to time pursuant to Section 2.3.


 


“Mortgage
Note” means the note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
Loan.


 


“Mortgage
Rate” means, for a given Mortgage Loan, Serviced Companion Loan or Serviced B Note, the per annum rate
at which interest accrues on such Mortgage Loan, Serviced Companion Loan or Serviced B Note, as the case may be, without
regard to any increase in such rate after the related Anticipated Repayment Date in the case of an ARD Loan, and without regard
to any increase in such rate as a result of a default under such Mortgage Loan, Serviced Companion Loan or Serviced B Note,
as the case may be.


 


“Mortgaged
Property” means the real property, together with improvements thereto, securing the indebtedness of the Mortgagor
under the related Mortgage Loan and, in the case of an A/B Whole Loan, the related Serviced B Note and, in the case of a
Loan Pair, the related Serviced Companion Loan and any related Serviced B Note and, in the case of a Non-Serviced Loan Combination,
the related Non-Serviced Companion Loan and any related B Note.


 


“Mortgagee”
means, with respect to any Mortgage as of any date of determination, the mortgagee named therein as of such date.


 


“Mortgagor”
means the obligor on a Mortgage Note.


 


“MSMCH”
has the meaning set forth in the Preliminary Statement hereto.


 


“MSMCH
Loans” means, collectively, those Mortgage Loans sold to the Depositor pursuant to Mortgage Loan Purchase Agreement
III and shown on Schedule III hereto (or, with respect to any Joint Mortgage Loan, MSMCH’s pro rata
share of such Joint Mortgage Loans based on MSMCH’s percentage interest as of the date of the applicable Mortgage Loan
Purchase Agreement in such Joint Mortgage Loan).


 


“MSMCH
Seller Defeasance Rights and Obligations” has the meaning set forth in Section 8.3(h) hereof.


 


“Net
Aggregate Prepayment Interest Shortfall” means, for any Distribution Date, the excess, if any, of the aggregate
of all Prepayment Interest Shortfalls, if any, incurred during the related Collection Period with respect to all Mortgage Loans
that are not Specially Serviced Mortgage Loans, over the sum of (A) the Compensating Interest to be paid by the Master Servicer
on such Distribution Date with respect thereto and (B) the aggregate of all Prepayment Interest Excesses collected thereon
during the related Collection Period.


 


“Net
Mortgage Rate” means, with respect to any Mortgage Loan or related Serviced B Note (including a successor REO Mortgage
Loan or REO B Note, as applicable), as


 



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of any date of determination, a per annum rate equal to the Mortgage Rate of such
Mortgage Loan or related Serviced B Note, minus the related Administrative Cost Rate.


 


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


 


“Non-Directing
Holder” means, with respect to any A/B Whole Loan or Loan Pair, the “Non-Directing Holder”, “Non-Controlling
Note Holder” or any analogous term under the related Intercreditor Agreement. The Non-Directing Holders related to the Trust
as of the Closing Date are the “Non-Controlling Note Holders” or “Non-Controlling Holders” under each
of the 525 Seventh Avenue Intercreditor Agreement and the Ellenton Premium Outlets Intercreditor Agreement.


 


“Nondisqualification
Opinion” means a written Opinion of Counsel to the effect that a contemplated action (i) will neither cause
any REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are outstanding nor cause a “prohibited transaction,”
“prohibited contribution” or any other tax (other than a tax on “net income from foreclosure property”
permitted to be incurred under this Agreement) to be imposed on any REMIC Pool or the Trust and (ii) will not cause the Grantor
Trust to fail to qualify as a grantor trust.


 


“Non-Investment
Grade Certificates” means each Class of Certificates that, at the time of transfer, is not rated in one of the four
(4) highest generic rating categories by at least one NRSRO approved as a “Rating Agency” under the Exemption.


 


“Non-Public
Information” means any information in respect of the Trust, the Certificates, the Mortgage Loans or the Trust, in
each case prepared and/or made available by any party to this Agreement, other than the Final Prospectus, the Distribution Date
Statements, this Agreement and the Exchange Act Reports.


 


“Nonrecoverable
Advance” means any of the following: (i) any Pari Passu Loan Nonrecoverable Advance (including interest accrued
thereon at the Advance Rate) and (ii) the portion of any Advance (including interest accrued thereon at the Advance Rate)
or Unliquidated Advance (not including interest thereon) previously made (and, in the case of an Unliquidated Advance, not previously
reimbursed to the Trust) or proposed to be made by the Master Servicer, the Special Servicer or the Trustee, that, in its respective
sole discretion, exercised in good faith and, with respect to the Master Servicer and the Special Servicer, taking into account
the Servicing Standard, will not be or, in the case of a current delinquency, would not be, ultimately recoverable, from Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds or Purchase Proceeds (or from any other collections) with respect to the
related Mortgage Loan or Serviced Companion Loan (and taking into consideration any Crossed Mortgage Loans) (in the case of Servicing
Advances) or Serviced B Note (in the case of Servicing Advances) or REO Property (in the case of P&I Advances and Servicing
Advances), as evidenced by an Officer’s Certificate delivered pursuant to Section 4.4.


 






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“Non-Registered
Certificate” means unless and until registered under the Securities Act, any Class X-B, Class X-D, Class X-F, Class
X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class V or Class R Certificate.


 


“Non-Serviced
Companion Loan” means a loan not included in the Trust that is generally payable on a pari passu basis
with the related Non-Serviced Mortgage Loan. The Non-Serviced Companion Loans related to the Trust as of the Closing Date are
the WPC Department Store Portfolio Non-Serviced Companion Loan, the Cape May Hotels Non-Serviced Companion Loan and the Charles
River Plaza North Non-Serviced Companion Loan. On and after the Grove City Premium Outlets Companion Loan Securitization Date,
the Grove City Premium Outlets Companion Loan shall be a Non-Serviced Companion Loan. On and after the Gulfport Premium Outlets
Companion Loan Securitization Date, the Gulfport Premium Outlets Companion Loan shall be a Non-Serviced Companion Loan.


 


“Non-Serviced
Loan Combination” means a Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan and any related
B Note, collectively. The Non-Serviced Loan Combinations related to the Trust as of the Closing Date are the WPC Department Store
Portfolio Non-Serviced Loan Combination, the Cape May Hotels Non-Serviced Loan Combination and the Charles River Plaza North Non-Serviced
Loan Combination. On and after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets
Mortgage Loan and the Grove City Premium Outlets Companion Loan, collectively, shall be a Non-Serviced Loan Combination. On and
after the Gulfport Premium Outlets Companion Loan Securitization Date, the Gulfport Premium Outlets Mortgage Loan and the Gulfport
Premium Outlets Companion Loan, collectively, shall be a Non-Serviced Loan Combination.


 


“Non-Serviced
Loan Combination Custodian” means, with respect to any related Non-Serviced Loan Combination, the custodian under
the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. As of the Closing Date, (i) U.S. Bank National Association
is the Non-Serviced Loan Combination Custodian under the BACM 2015-UBS7 Pooling and Servicing Agreement, pursuant to which the
WPC Department Store Portfolio Non-Serviced Loan Combination is serviced, and (ii) Wells Fargo Bank, National Association is the
Non-Serviced Loan Combination Custodian under the CSAIL 2015-C3 Pooling and Servicing Agreement, pursuant to which the Cape May
Hotels Non-Serviced Loan Combination and the Charles River Plaza North Non-Serviced Loan Combination are serviced.


 


“Non-Serviced
Mortgage Loan” means a Mortgage Loan included in the Trust but serviced under another agreement. The Non-Serviced
Mortgage Loans included in the Trust as of the Closing Date are the WPC Department Store Mortgage Loan, the Cape May Hotels Mortgage
Loan and the Charles River Plaza North Mortgage Loan. On and after the Grove City Premium Outlets Companion Loan Securitization
Date, the Grove City Premium Outlets Mortgage Loan shall be a Non-Serviced Mortgage Loan. On and after the Gulfport Premium Outlets
Companion Loan Securitization Date, the Gulfport Premium Outlets Mortgage Loan shall be a Non-Serviced Mortgage Loan.


 






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“Non-Serviced
Mortgage Loan Certificate Administrator” means, with respect to any Non-Serviced Loan Combination, the applicable
“certificate administrator” or “paying agent” under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement.


 


“Non-Serviced
Mortgage Loan Custodian” means, with respect to any Non-Serviced Loan Combination, the applicable “custodian”
under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


“Non-Serviced
Mortgage Loan Fiscal Agent” means, with respect to any Non-Serviced Loan Combination, the applicable “fiscal
agent,” if any, under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


“Non-Serviced
Mortgage Loan Intercreditor Agreement” means the applicable intercreditor agreement with respect to a Non-Serviced
Mortgage Loan.


 


“Non-Serviced
Mortgage Loan Master Servicer” means, with respect to any Non-Serviced Loan Combination, the applicable “master
servicer” or “servicer” under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


“Non-Serviced
Mortgage Loan Mortgage” means the mortgage securing a Non-Serviced Mortgage Loan and the related Non-Serviced Companion
Loan and any related B Note.


 


“Non-Serviced
Mortgage Loan Pooling and Servicing Agreement” means a pooling and servicing agreement or trust and servicing agreement,
as applicable, under which a Non-Serviced Mortgage Loan is serviced. The only Non-Serviced Mortgage Loan Pooling and Servicing
Agreements related to the Trust as of the Closing Date are (i) the BACM 2015-UBS7 Pooling and Servicing Agreement, pursuant to
which the WPC Department Store Portfolio Non-Serviced Loan Combination is serviced, and (ii) the CSAIL 2015-C3 Pooling and Servicing
Agreement, pursuant to which the Cape May Hotels Non-Serviced Loan Combination and the Charles River Plaza North Non-Serviced
Loan Combination are serviced. On and after the Grove City Premium Outlets Companion Loan Securitization Date, the pooling and
servicing agreement entered into in connection with the securitization of the controlling portion of the Grove City Premium Outlets
Companion Loan shall be a Non-Serviced Mortgage Loan Pooling and Servicing Agreement. On and after the Gulfport Premium Outlets
Companion Loan Securitization Date, the pooling and servicing agreement entered into in connection with the securitization of
the controlling portion of the Gulfport Premium Outlets Companion Loan shall be a Non-Serviced Mortgage Loan Pooling and Servicing
Agreement.


 


“Non-Serviced
Mortgage Loan Special Servicer” means, with respect to any Non-Serviced Loan Combination, the applicable “special
servicer” under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


“Non-Serviced
Mortgage Loan Trustee” means, with respect to any Non-Serviced Loan Combination, the applicable “trustee”
under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 






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“Non-Specially
Serviced Mortgage Loan” means, as of any date of determination, any Mortgage Loan (other than any Non-Serviced Mortgage
Loan), Serviced Companion Loan or Serviced B Note that is not a Specially Serviced Mortgage Loan.


 


“Notional
Amount” means, as of any date of determination: (i) with respect to any Class X REMIC III Regular
Interest, the REMIC II Principal Amount of the Corresponding REMIC II Regular Interest as of such date of determination;
(ii) with respect to any Class of Class X Certificates, the aggregate Notional Amount of the related Class X REMIC III
Regular Interest(s) as of such date of determination; and (iii) with respect to any Class X Certificate, the product
of the Percentage Interest evidenced by such Certificate, multiplied by the Notional Amount of the applicable Class of Class X
Certificates as of such date of determination.


 


“NRSRO”
means any nationally recognized statistical ratings organization under the Exchange Act, including the Rating Agencies; provided
that, when referred to in connection with the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website, “NRSRO” shall mean a nationally recognized statistical rating organization that has delivered an NRSRO Certification.


 


“NRSRO
Certification” means a certification (which may be submitted electronically by means of a “click-through”
confirmation via the 17g-5 Information Provider’s Website) substantially in the form of Exhibit J executed by
a NRSRO in favor of the 17g-5 Information Provider.


 


“Officer’s
Certificate” means (i) in the case of the Depositor, a certificate signed by one or more of the Chairman of
the Board, any Vice Chairman, the President, or any Senior Vice President, Vice President or Assistant Vice President, and by
one or more of the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Depositor, (ii) in
the case of the Master Servicer and the Special Servicer, any of the officers referred to above or an employee thereof designated
as a Servicing Officer or Special Servicing Officer pursuant to this Agreement, (iii) in the case of the Trustee, a certificate
signed by a Responsible Officer, (iv) in the case of a Seller, a certificate signed by one or more of the Chairman of the
Board, any Vice Chairman, any Managing Director or Director, the President, or any Executive Vice President, any Senior Vice President,
Vice President, Second Vice President or Assistant Vice President, (v) in the case of the Certificate Administrator or the
Custodian, a certificate signed by a Responsible Officer, each with specific responsibilities for the matters contemplated by
this Agreement; and (vi) in the case of any other Additional Servicer, a certificate signed by one or more of the Chairman
of the Board, any Vice Chairman, the President, or any Senior Vice President, Vice President or Assistant Vice President or an
employee thereof designated as a Servicing Officer.


 


“Opinion
of Counsel” means a written opinion of counsel addressed to the Trustee and the Certificate Administrator, reasonably
acceptable in form and substance to the Trustee and the Certificate Administrator, and who is not in-house counsel to the party
required to deliver such opinion but who, in the good faith judgment of the Trustee and the Certificate Administrator, is Independent
outside counsel knowledgeable of the issues occurring in the practice of securitization with respect to any such opinion of counsel
concerning the taxation, or


 



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status as a REMIC for tax purposes, of any REMIC Pool or status as a “grantor trust” under
the Code of the Grantor Trust.


 


“Other
Advance Report Date” means with respect to a Non-Serviced Companion Loan (and, in the case of the Charles River
Plaza North Non-Serviced Loan Combination, the Charles River Plaza North B Note) or a Serviced Companion Loan, as applicable,
which has been deposited into a commercial mortgage securitization trust, the date under the related Other Companion Loan Pooling
and Servicing Agreement that the related Other Master Servicer is required (pursuant to the terms thereof) to make a determination
as to whether it will make a P&I Advance as required under such Other Companion Loan Pooling and Servicing Agreement.


 


“Other
Certificate Administrator” means the applicable other “certificate administrator” under an Other Companion
Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan or a Serviced Companion Loan, as applicable.


 


“Other
Companion Loan Pooling and Servicing Agreement” means a pooling and servicing agreement or trust and servicing agreement,
as applicable, relating to a Non-Serviced Companion Loan or a Serviced Companion Loan or B Note that creates a commercial mortgage
securitization trust, as applicable. The Other Companion Loan Pooling and Servicing Agreements related to the Trust as of the
Closing Date are the BACM 2015-UBS7 Pooling and Servicing Agreement and the CSAIL 2015-C3 Pooling and Servicing Agreement. Any
pooling and servicing agreement entered into in connection with the securitization of any portion of the Grove City Premium Outlets
Companion Loan shall be an Other Companion Loan Pooling and Servicing Agreement. Any pooling and servicing agreement entered into
in connection with the securitization of any portion of the Gulfport Premium Outlets Companion Loan shall be an Other Companion
Loan Pooling and Servicing Agreement.


 


“Other
Controlling Class Representative” means the applicable other “controlling class representative”, if
any, under an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan, Serviced Companion
Loan or B Note, as applicable.


 


“Other
Custodian” means the applicable other “custodian” under an Other Companion Loan Pooling and Servicing
Agreement relating to a Non-Serviced Companion Loan, Serviced Companion Loan or B Note, as applicable.


 


“Other
Depositor” means the applicable other “depositor” under an Other Companion Loan Pooling and Servicing
Agreement relating to a Non-Serviced Companion Loan, Serviced Companion Loan or B Note, as applicable.


 


“Other
Indemnified Parties” has the meaning set forth in Section 1.6(r).


 


“Other
Master Servicer” means the applicable other “master servicer” or “servicer” under an Other
Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan, Serviced Companion Loan or B Note, as
applicable.


 


“Other
NRSRO” means a NRSRO that is not a Rating Agency.


 






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“Other
Securitization” means any commercial mortgage securitization trust that holds a Non-Serviced Companion Loan, Serviced
Companion Loan or B Note or any successor REO Loan with respect thereto.


 


“Other
Special Servicer” means the applicable other “special servicer” under an Other Companion Loan Pooling
and Servicing Agreement relating to a Non-Serviced Companion Loan, Serviced Companion Loan or B Note, as applicable.


 


“Other
Transaction Party” means any party to an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced
Companion Loan, Serviced Companion Loan or B Note, as applicable.


 


“Other
Trust Advisor” means the applicable other “trust advisor” or “operating advisor”, if any,
under an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan, Serviced Companion Loan
or B Note, as applicable.


 


“Other
Trustee” means the applicable other “trustee” under an Other Companion Loan Pooling and Servicing Agreement
relating to a Non-Serviced Companion Loan, Serviced Companion Loan or B Note, as applicable.


 


“Ownership
Interest” means, 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” means (other than with respect to a Serviced Companion Loan or a Serviced B Note) for any Distribution
Date, subject to Section 4.1(d) of this Agreement: (i) with respect to any Mortgage Loan or Specially Serviced Mortgage
Loan as to which all or a portion of the Scheduled Payment (other than a Balloon Payment) due during the related Collection Period
was not received by the Master Servicer as of the related Determination Date, the portion of such Scheduled Payment not received;
(ii) with respect to any Mortgage Loan that is a Balloon Loan (excluding any REO Property as to which the related Mortgage
Loan provided for a Balloon Payment) as to which a Balloon Payment was due during or prior to the related Collection Period but
was delinquent, in whole or in part, as of the related Determination Date, an amount equal to the excess, if any, of the Assumed
Scheduled Payment for such Balloon Loan for the related Collection Period, over any Late Collections or other amounts received
in respect of such Balloon Payment during such Collection Period that are included in the Available Distribution Amount for such
Distribution Date; and (iii) with respect to each REO Mortgage Loan, an amount equal to the excess, if any, of the Assumed
Scheduled Payment thereof during the related Collection Period, over any remittances of REO Income to the Master Servicer by the
Special Servicer that are included in the Available Distribution Amount for such Distribution Date; provided that the interest
portion of any Scheduled Payment or Assumed Scheduled Payment shall be advanced at a per annum rate equal to the sum of
the Net Mortgage Rate relating to such Mortgage Loan or such REO Mortgage Loan, the Certificate Administrator Fee Rate, the Trust
Advisor Fee Rate and the CREFC® License Fee Rate, such that the Scheduled Payment or Assumed Scheduled Payment
to be advanced as a P&I Advance shall be net of the Master Servicing Fee; provided, further, that the Scheduled
Payment or Assumed Scheduled Payment for any Mortgage Loan which has been modified shall be calculated based on its terms


 



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as modified;
provided, further, that the interest component of any P&I Advance with respect to a Mortgage Loan as to which
there has been an Appraisal Reduction shall be an amount equal to the product of (i) the amount of interest required to be
advanced without giving effect to this proviso and (ii) a fraction, the numerator of which is the Stated Principal Balance
of such Mortgage Loan immediately prior to the subject Distribution Date less any Appraisal Reduction applicable to such Mortgage
Loan (or, in the case of a Non-Serviced Mortgage Loan or a Serviced Pari Passu Mortgage Loan, the portion of such Appraisal Reduction
allocable (based upon their respective Unpaid Principal Balances) to such Non-Serviced Mortgage Loan or Serviced Pari Passu Mortgage
Loan under the related Intercreditor Agreement or related Non-Serviced Mortgage Loan Pooling and Servicing Agreement (or with
respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, Section 8.30 hereof),
or in the case of an A/B Whole Loan, the portion of such Appraisal Reduction allocable to the A Note pursuant to the definition
of “Appraisal Reduction”), and the denominator of which is the Stated Principal Balance of such Mortgage Loan immediately
prior to the subject Distribution Date. All P&I Advances for any Mortgage Loans that have been modified shall be calculated
on the basis of their terms as modified.


 


“P&I
Advance Amount” means, with respect to any Mortgage Loan or any REO Mortgage Loan, the amount of the P&I Advance
with respect thereto computed for any Distribution Date.


 


“Pari
Passu Loan Nonrecoverable Advance” means any “Nonrecoverable Servicing Advance” (or analogous term)
(as defined in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) made with respect to any Non-Serviced Mortgage
Loan pursuant to and in accordance with the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement; provided
that if the applicable Non-Serviced Mortgage Loan Master Servicer shall have made a “Servicing Advance” (or analogous
term) (as defined in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) in the nature of an expenditure benefiting
the related Mortgaged Property generally, the portion thereof attributable to any Non-Serviced Mortgage Loan (after taking into
account the amount attributable to any related B Note in accordance with the terms of the related Intercreditor Agreement) shall
be determined based on the outstanding balances of such Non-Serviced Mortgage Loan and all the related pari passu
loans secured by such Non-Serviced Mortgage Loan Mortgage on a pari passu basis on the date such advance was made.


 


“Pari
Passu Loan Primary Servicing Fee Rate” means the “Master Servicing Fee Rate” (or analogous term) (as
defined in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) and any other servicing fee rate (other than
those payable to the applicable Non-Serviced Mortgage Loan Special Servicer) applicable to any Non-Serviced Mortgage Loan. For
the avoidance of doubt, the Pari Passu Loan Primary Servicing Fee Rate for (i) the master servicer with respect to the securitization
of the controlling portion of the Grove City Premium Outlets Companion Loan (after the Grove City Premium Outlets Companion Loan
Securitization Date) shall be calculated at a rate not to exceed 0.0025% per annum; (ii) the master servicer with respect
to the securitization of the controlling portion of the Gulfport Premium Outlets Companion Loan (after the Gulfport Premium Outlets
Companion Loan Securitization Date) shall be calculated at a rate not to exceed 0.0025% per annum; (iii) the master servicer
under the BACM 2015-UBS7 transaction in respect of the WPC Department


 



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Store Portfolio Mortgage Loan shall be 0.0025% per annum;
and (iv) the master servicer under the CSAIL 2015-C3 transaction in respect of each of the Cape May Hotels and the Charles River
Plaza North Mortgage Loan shall be 0.0025% per annum.


 


“Participant”
means a broker, dealer, bank, other financial institution or other Person for whom the Clearing Agency effects book-entry transfers
and pledges of securities deposited with the Clearing Agency.


 


“Pass-Through
Rate” or “Pass-Through Rates” means, for any Distribution Date: (a) with respect
to any REMIC I Regular Interest, the related REMIC I Net Mortgage Rate for such Distribution Date; (b) with respect
to any REMIC II Regular Interest, the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date; (c) with
respect to any Class X REMIC III Regular Interest, the Class X Strip Rate with respect to the Corresponding REMIC II
Regular Interest for such Distribution Date; (d) with respect to any Class of Class X Certificates, (i) the weighted average
of the Pass-Through Rates with respect to the related Class X REMIC III Regular Interests for such Distribution Date,
weighted on the basis of the respective Notional Amounts of such Class X REMIC III Regular Interests immediately prior
to such Distribution Date or (ii) if there is only one related Class X REMIC III Regular Interest, the Pass-Through Rate with
respect to the related Class X REMIC III Regular Interest for such Distribution Date, as applicable; (e) with respect
to the Class A-1 Certificates, 1.966% per annum; (f) with respect to the Class A-2 Certificates, 3.324% per annum;
(g) with respect to the Class A-SB Certificates, 3.626% per annum; (h) with respect to the Class A-3 Certificates, 3.540%
per annum; (i) with respect to the Class A-4 Certificates, 3.809% per annum; (j) with respect to the Class
A-S Certificates, 4.114% per annum; (k) with respect to the Class B Certificates, the lesser of the Weighted Average
REMIC I Net Mortgage Rate and 4.315% per annum; (l) with respect to the Class C Certificates, the Weighted Average
REMIC I Net Mortgage Rate; (m) with respect to the Class D Certificates, 3.180% per annum; (n) with respect to the Class
E Certificates, 3.180% per annum; (o) with respect to the Class F Certificates, 3.430% per annum; (p) with
respect to the Class G Certificates, 3.430% per annum; (q) with respect to the Class H Certificates 3.430%, per annum;
and (r) with respect to the Class J Certificates, 3.430% per annum.


 


“PCAOB”
means the Public Company Accounting Oversight Board.


 


“Penalty
Charges” means, with respect to any Mortgage Loan, A/B Whole Loan or Loan Pair (including any related REO Property),
any amounts actually collected thereon that represent Default Interest and/or Late Fees but excluding any amounts allocable to
a Non-Serviced Mortgage Loan and its related Non-Serviced Companion Loan pursuant to the terms of the related Non-Serviced Mortgage
Loan Intercreditor Agreement.


 


“Percentage
Interest” means: (a) with respect to each Certificate other than a Class V or Class R Certificate, the fraction
of the relevant Class evidenced by such Certificate, expressed as a percentage (carried to four (4) decimal places and rounded,
if necessary), the numerator of which is the Certificate Balance or Notional Amount, as applicable, represented by such Certificate
as of the Closing Date as stated on the face of such Certificate and the denominator of which is the Aggregate Certificate
Balance or Notional Amount, as applicable, of all of the Certificates of the relevant Class as of the Closing Date as stated on
the face of such



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Certificate; provided, that if
at any time the Aggregate Certificate Balance or Notional Amount of such Class equals zero, the “Percentage Interest”
with respect to each Certificate of such Class shall equal zero; and (b) with respect to each Class V and Class R Certificate,
the percentage interest in distributions (if any) to be made with respect to the relevant Class, as stated on the face of such
Certificate.


 


“Performing
Party” has the meaning set forth in Section 13.12.


 


“Permitted
Special Servicer/Affiliate Fees” means any commercially reasonable treasury management fees, banking fees, customary
title agent fees and insurance commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection
with any services performed hereunder by such party with respect to any Mortgage Loan, Loan Pair, A/B Whole Loan or REO Property.



 


“Permitted
Transferee” means any Transferee other than: (a) a Disqualified Organization; (b) any other Person identified
in an Opinion of Counsel delivered to the Certificate Administrator and the Trustee to the effect that the transfer of an ownership
interest in any Class R Certificate to such Person may cause any REMIC Pool to fail to qualify as a REMIC at any time that
the Certificates are outstanding, (c) a Person that is a non-United States Tax Person, (d) any partnership if any of
its interests are (or under the partnership agreement are permitted to be) owned, directly or indirectly (other than through a
U.S. corporation), by a non-United States Tax Person or (e) a United States Tax Person with respect to whom income from
the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of the transferee or any other United States Tax Person.


 


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


 


“Phase I
Environmental Report” means a report by an Independent Person who regularly conducts environmental site assessments
in accordance with then current standards imposed by institutional commercial mortgage lenders and who has a reasonable amount
of experience conducting such assessments.


 


“Plan”
has the meaning set forth in Section 3.3(d).


 


“Plan
Asset Regulations” means the Department of Labor regulations set forth in 29 C.F.R. § 2510.3-101.


 


“Planned
Principal Balance” means for any Distribution Date, the balance shown for such Distribution Date on Schedule XVII.


 


“Preliminary
Prospectus” has the meaning set forth in the Preliminary Statement hereto.


 


“Prepayment
Interest Excess” means, with respect to any Mortgage Loan as to which a full or partial Principal Prepayment (including
payment of a Balloon Payment other than


 



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in connection with the foreclosure or liquidation thereof) is made during that portion
of any Collection Period after the related Due Date through and including the last day of the Collection Period, the amount of
interest that accrues on the amount of such Principal Prepayment from such Due Date to the date such payment was made, plus (if
made) any payment by the Mortgagor of interest that would have accrued to the next succeeding Due Date (net of the Master Servicing
Fee, the Special Servicing Fee, the Trust Advisor Fee, the Certificate Administrator Fee, the CREFC® License Fee
and any servicing fee, certificate administrator fee, trust advisor fee or trustee fee payable in connection with any Non-Serviced
Mortgage Loan (in the case of any Non-Serviced Mortgage Loan)), to the extent collected.


 


“Prepayment
Interest Shortfall” means, with respect to any Mortgage Loan as to which a full or partial Principal Prepayment
(including payment of a Balloon Payment other than in connection with the foreclosure or liquidation thereof) is made during that
portion of any Collection Period prior to the related Due Date in such Collection Period, an amount equal to the excess of (A) the
aggregate amount of interest which would have accrued on the Stated Principal Balance of such Mortgage Loan if the Scheduled Payment
had been paid on the related Due Date and such Principal Prepayment or Balloon Payment had not been made (net of the Master Servicing
Fee, the Special Servicing Fee, the Trust Advisor Fee, the Certificate Administrator Fee, the CREFC® License Fee
and any servicing fee, certificate administrator fee, trust advisor fee or trustee fee payable in connection with any Non-Serviced
Mortgage Loan (in the case of any Non-Serviced Mortgage Loan)) over (B) the aggregate interest that did so accrue through
the date such payment was made (net of such fees).


 


“Prepayment
Premium” means, with respect to any Mortgage Loan, Serviced Companion Loan or Serviced B Note for any Distribution
Date, the prepayment premiums, yield maintenance charges or percentage premiums, if any, received during the related Collection
Period in connection with Principal Prepayments on such Mortgage Loan, Serviced Companion Loan or Serviced B Note.


 


“Pricing
Date” means December 2, 2015.


 


“Primary
Collateral” means the portion of the Mortgaged Property securing the Repurchased Loan or Crossed Mortgage Loan,
as applicable, that is encumbered by a first mortgage lien.


 


“Principal
Balance Certificates” means, collectively, the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S,
Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates.


 


“Principal
Distribution Amount” means on any Distribution Date, the amount equal to the excess, if any, of


 


(I)          the
sum of:


 


(A)       the
following (without duplication):


 


(i)     the
principal portion of all Scheduled Payments (other than the principal portion of Balloon Payments) and any Assumed Scheduled Payments,
in


 



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each case, to the extent received or advanced, as the case may be, in respect of the Mortgage Loans and any REO Mortgage Loans
(but not in respect of any Serviced Companion Loan or Serviced B Note or any successor REO Serviced Companion Loan or REO
Serviced B Note) for their respective Due Dates occurring during the related Collection Period; plus


 


(ii)    (x)
all payments (including Principal Prepayments and the principal portion of Balloon Payments but not in respect of any Serviced
Companion Loan or Serviced B Note or any successor REO Serviced Companion Loan or REO Serviced B Note) and any other collections
(including Liquidation Proceeds (other than the portion thereof, if any, constituting Excess Liquidation Proceeds), Condemnation
Proceeds, Insurance Proceeds, Purchase Proceeds and REO Income) received (including, in the case of any Non-Serviced Mortgage
Loan, by the related Non-Serviced Mortgage Loan Master Servicer or Non-Serviced Mortgage Loan Special Servicer) on or in respect
of the Mortgage Loans and any REO Mortgage Loans (but not in respect of any Serviced Companion Loan or Serviced B Note or
any successor REO Serviced Companion Loan or REO Serviced B Note) during the related Collection Period that were identified and
applied by the Master Servicer or the Special Servicer as recoveries of principal thereof in accordance with this Agreement (exclusive
of any portion thereof included as part of the Principal Distribution Amount for the immediately preceding Distribution Date pursuant
to clause (I)(A)(ii)(y) of this definition) and (y) the principal portion of any Balloon Payments received on or in respect
of the Mortgage Loans and any REO Mortgage Loans (but not in respect of any Serviced Companion Loan or Serviced B Note or any
successor REO Serviced Companion Loan or REO Serviced B Note) during the period that begins two (2) Business Days immediately
preceding the related Master Servicer Remittance Date and ends on such Master Servicer Remittance Date and remitted by the Master
Servicer to the Distribution Account pursuant to Section 5.2(c) that were identified and applied by the Master Servicer
or the Special Servicer as recoveries of principal thereof in accordance with this Agreement;


 


(B)        the
aggregate amount of any collections received on or in respect of the Mortgage Loans and any REO Mortgage Loans during the related
Collection Period that, in each case, represents a delinquent amount as to which an Advance had been made, which Advance (or interest
thereon) was previously reimbursed during the Collection Period for a prior Distribution Date as part of a Workout-Delayed Reimbursement
Amount for which a deduction was made under clause (II)(A) below with respect to a prior Distribution Date;


 


(C)        the
aggregate amount of any collections received on or in respect of the Mortgage Loans and any REO Mortgage Loans during the related
Collection Period that, in each case, represents a recovery of an amount previously determined (in a Collection Period for a prior
Distribution Date) to have been a Nonrecoverable Advance (or interest thereon) and for which a deduction was made under clause (II)(B)
below with respect to a prior Distribution Date; and


 






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(D)        any
Actual Recoveries of amounts previously paid as Excess Trust Advisor Expenses to the extent such amounts had been allocated as
a reduction of the Principal Distribution Amount on any prior Distribution Dates; over


 


(II)        the
sum of:


 


(A)        the
aggregate amount of Workout-Delayed Reimbursement Amounts (and Advance Interest thereon) that was reimbursed or paid during the
related Collection Period to one or more of the Master Servicer, the Special Servicer and the Trustee from amounts in the Collection
Account allocable to principal received or advanced with respect to the Mortgage Loans and any REO Mortgage Loans pursuant to
subsection (iii) of Section 5.2(a)(II);


 


(B)        the
aggregate amount of Nonrecoverable Advances (and Advance Interest thereon) previously made in respect of any Mortgage Loan or
REO Mortgage Loan that was reimbursed or paid during the related Collection Period to one or more of the Master Servicer, the
Special Servicer and the Trustee during the related Collection Period from amounts in the Collection Account allocable to principal
received or advanced with respect to the Mortgage Loans and any REO Mortgage Loans pursuant to subsection (iv) of
Section 5.2(a)(II); and


 


(C)        the
amount of any Excess Trust Advisor Expenses allocated to reduce the Aggregate Certificate Balance of the Principal Balance Certificates
(other than the Class F Certificates and the Control Eligible Certificates) for such Distribution Date pursuant to Section 6.11.


 


“Principal
Prepayment” means any voluntary or involuntary payment or collection of principal on a Mortgage Loan, a Serviced
Companion Loan or a Serviced B Note which is received or recovered in advance of its scheduled Due Date and applied to reduce
the Unpaid Principal Balance of the Mortgage Loan, Serviced Companion Loan or Serviced B Note in advance of its scheduled
Due Date, including, without limitation, all proceeds, to the extent allocable to principal, received from the payment of cash
in connection with a substitution shortfall pursuant to Section 2.3; provided, that the pledge by a Mortgagor
of Defeasance Collateral with respect to a Defeasance Loan shall not be deemed to be a Principal Prepayment.


 


“Private
Placement Memorandum” has the meaning set forth in the Preliminary Statement hereto.


 


“Privileged
Information” means any (i) correspondence or other communications between the Controlling Class Representative
or a Loan-Specific Directing Holder, on the one hand, and the Special Servicer, the Master Servicer, the Certificate Administrator,
the Custodian or the Trustee, on the other hand, related to any Specially Serviced Mortgage Loan or the exercise of the consent
or consultation rights of the Controlling Class Representative or a Loan-Specific Directing Holder under this Agreement, (ii)
correspondence or other communications between the Controlling Class Representative and a Non-Serviced Mortgage Loan Master Servicer,
Non-Serviced Mortgage Loan Special Servicer or other party related to the exercise of any consultation rights with respect to
a Non-Serviced Mortgage Loan, (iii) strategically sensitive information that the Special Servicer has reasonably determined
could compromise the Trust’s position in any ongoing or future negotiations with the related


 



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Mortgagor or other interested
party, and (iv) legally privileged information; provided that the summary of any Final Asset Status Report prepared
pursuant to Section 10.5(a) is deemed not to be Privileged Information (although no such summary shall be made available
to any Mortgagor, Manager, Affiliate of a Mortgagor or Manager or agent, principal, partner, member, joint venturer, limited partner,
employee, representative, director, trustee or advisor of, or any investor in, any of the foregoing that relates to the Mortgage
Loan as to which the applicable Final Asset Status Report relates).


 


“Privileged
Person” means the Depositor, the Underwriters, the Initial Purchasers, any Seller, the Master Servicer, the Special
Servicer, any Excluded Special Servicer, the Rating Agencies, the Controlling Class Representative (but only during any Subordinate
Control Period and any Collective Consultation Period), any Loan-Specific Directing Holder (if and for so long as such party or
its designee is the Loan-Specific Directing Holder with respect to the related A/B Whole Loan or Loan Pair, as the case may be),
the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor, a designee of the Depositor and any Person who provides
the Certificate Administrator with an Investor Certification or NRSRO Certification, as applicable, which Investor Certification
or NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website; provided that,
other than with respect to the Special Servicer with respect to Mortgage Loans that are not Excluded Special Servicer Mortgage
Loans, and with respect to any Excluded Controlling Class Holder, subject to the next succeeding proviso, in no event shall a
Mortgagor, a Manager, an Affiliate of a Mortgagor or Manager or an agent, principal, partner, member, joint venturer, limited
partner, employee, representative, director, trustee or advisor of, or any investor in, any of the foregoing be considered a Privileged
Person; provided, further, that any Excluded Controlling Class Holder, solely with respect to the related Excluded
Controlling Class Mortgage Loan. shall not be considered a Privileged Person. The holder of any Serviced Companion Loan, B Note
or Non-Serviced Companion Loan (in each case, including any trustee, master servicer, special servicer, controlling class representative,
certificate administrator or custodian with respect to any securitization thereof) shall also be a Privileged Person to the extent
any such party provides the Certificate Administrator a certification substantially in the form of Exhibit T hereto
(which certification may be submitted electronically, including by means of a “click through” confirmation on the
Certificate Administrator’s Website).


 


Notwithstanding
any of the foregoing to the contrary, the Controlling Class Representative, each Controlling Class Certificateholder and the Special
Servicer shall be considered a Privileged Person with respect to any Mortgage Loan, Serviced Companion Loan or Serviced B Note
for which it is not then a Borrower Party, and the limitations on access to information set forth in this Agreement shall apply
only with respect the related Mortgage Loan for which the applicable party is a Borrower Party and only with respect to the related
Excluded Information. The Special Servicer shall have access to the Certificate Administrator’s Website (including any “excluded
tab”) and the Master Servicer’s website, provided that the Special Servicer shall not access any Excluded Information
with respect to any Excluded Special Servicer Mortgage Loan with respect to which the Special Servicer is a Borrower Party.


 


The
Master Servicer shall not restrict access by the Special Servicer to any information related to any Mortgage Loan other than any
Excluded Special Servicer Mortgage Loan with respect to which the Special Servicer is a Borrower Party, and the Certificate


 






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Administrator
shall not restrict access by the Special Servicer to the Certificate Administrator’s Website to any information related
to any Mortgage Loan (including any Excluded Special Servicer Mortgage Loan). The Master Servicer shall not be obligated to restrict
access by the Special Servicer to any information related to any Excluded Special Servicer Mortgage Loan.


 


“Prohibited
Party” means (i) a Person that is a proposed Servicing Function Participant that the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee, the Custodian, the Trust Advisor or any primary servicer, as applicable, seeks
to retain as a Servicing Function Participant and that the Master Servicer, the Certificate Administrator, the Special Servicer,
the Trustee, the Custodian, the Trust Advisor or any primary servicer, as applicable, has actual knowledge (obtained by written
notice or through actual experience) has failed to comply (after any applicable cure period) with its Exchange Act or Regulation
AB compliance obligations with respect to the Trust on any prior date or any other securitization transaction or (ii) any
Person identified in writing (delivered prior to the date of retention) by the Depositor to the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee, the Custodian, the Trust Advisor or any primary servicer, as applicable, as
a Person that the Depositor has knowledge has failed on any prior date to comply (after any applicable cure period) with its Exchange
Act or Regulation AB obligations with respect to the Trust or any other securitization transaction.


 


“Prospectus”
has the meaning set forth in the Preliminary Statement hereto.


 


“Prospectus
Supplement” has the meaning set forth in the Preliminary Statement hereto.


 


“PTCE”
has the meaning set forth in Section 3.3(d).


 


“Purchase
Price” means, with respect to the purchase by the Seller (or its related Seller Guarantor) or liquidation by the
Special Servicer of (i) a Mortgage Loan or an REO Mortgage Loan pursuant to Article II of this Agreement, (ii) an
REO Mortgage Loan pursuant to Section 9.15 or (iii) a Mortgage Loan pursuant to Section 9.17 under
the circumstances set forth therein, a price equal to the sum (without duplication) of (A) 100% of the Unpaid Principal Balance
of such Mortgage Loan or REO Mortgage Loan, plus (B) accrued but unpaid interest thereon calculated at the Mortgage
Rate to, but not including, the Due Date in the Collection Period in which such purchase or liquidation occurs, plus (C) the
amount of any expenses related to such Mortgage Loan and any related Serviced Companion Loan, Serviced B Note or REO Property
(including any Servicing Advances and any Advance Interest (which have not been paid by the Mortgagor on the related Mortgage
Loan and any related Serviced Companion Loan or Serviced B Note) related to such Mortgage Loan and any related Serviced Companion
Loan or Serviced B Note, the amount of any Servicing Advances (and Advance Interest thereon) that were reimbursed from collections
on the other Mortgage Loans pursuant to Section 5.2(a)(II)(iii) and not subsequently recovered from the related Mortgagor,
and all Special Servicing Fees and Liquidation Fees paid or payable with respect to the Mortgage Loan and any related Serviced
Companion Loan or Serviced B Note) that are reimbursable or payable to the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Custodian, any Non-Serviced Mortgage Loan Master Servicer, any Non-Serviced Mortgage Loan Special
Servicer, any Non-Serviced Mortgage Loan Trustee or any Non-Serviced Mortgage Loan Certificate Administrator,


 



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plus (D) if
such Mortgage Loan or REO Mortgage Loan is being repurchased or substituted for by a Seller (or its related Seller Guarantor)
pursuant to the related Mortgage Loan Purchase Agreement, all expenses reasonably incurred or to be incurred by the Master Servicer,
the Special Servicer, the Trust Advisor, the Depositor, the Certificate Administrator, the Trustee or the Custodian in respect
of the Material Breach or Material Document Defect giving rise to the repurchase or substitution obligation (and that are not
otherwise included in clause (C) above) and any Liquidation Fee payable in connection with any such repurchase. With
respect to a Joint Mortgage Loan, the Purchase Price for each of the applicable Sellers shall be its respective percentage interest
as of the Closing Date of the total Purchase Price for such Joint Mortgage Loan.


 


“Purchase
Proceeds” means any cash amounts received by the Master Servicer in connection with: (i) the repurchase of
a Mortgage Loan or an REO Mortgage Loan by a Seller (or its related Seller Guarantor) pursuant to Section 2.3, (ii) the
purchase of the Mortgage Loans and REO Properties by the Holders of the Controlling Class, the Special Servicer, the Master Servicer,
the Holders of the Class R Certificates or any other applicable Person pursuant to Section 11.1(b), (iii) the
purchase of an A Note by a holder of the related Serviced B Note in accordance with the terms of the related Intercreditor
Agreement or (iv) the purchase of a Mortgage Loan by a holder of a mezzanine loan under the related mezzanine intercreditor
agreement.


 


“Qualified
Bidder” means as used in Section 8.29(c), a Person qualified to act as successor Master Servicer hereunder
pursuant to Section 8.22(b).


 


“Qualified
Institutional Buyer” means a qualified institutional buyer qualifying pursuant to Rule 144A.


 


“Qualified
Insurer” means, (i) with respect to any Mortgage Loan, Serviced Companion Loan or Serviced B Note, an
insurance company duly qualified as such under the laws of the state in which the related Mortgaged Property is located, duly
authorized and licensed in such state to transact the applicable insurance business and to write the insurance but rated (a) no
lower than “A3” by Moody’s (or, if not so rated by Moody’s, then either (1) an equivalent or higher rating
by at least two NRSROs (which may include S&P and/or Fitch) or (2) an equivalent or higher rating by one NRSRO (which may
include S&P and/or Fitch) and A.M. Best or (3) Moody’s has issued a Rating Agency Confirmation with respect to such
insurance company) and (b) no lower than “A” by Fitch (or, if not so rated by Fitch, (1) an equivalent (or higher)
rating by at least (2) two NRSROs (which may include S&P and/or Moody’s) or (2) an equivalent (or higher) rating by
one NRSRO (which may include S&P and/or Moody’s) and A.M. Best, or (3) Fitch or Moody’s has issued a Rating Agency
Confirmation with respect to such insurance company) and (ii) with respect to the Servicer Errors and Omissions Insurance
Policy or Servicer Fidelity Bond an insurance company that has a claim paying ability with any one of the following ratings: (1)
“A-“ or better by Fitch, (2) “A3” or better by Moody’s, (3) “A-” or better by S&P,
(4) “A (low)” or better by DBRS or (5) “A:X” or better by A.M. Best, or (iii) in either case, an
insurance company not satisfying clause (i) or (ii) but with respect to which a Rating Agency Confirmation
is obtained from each Rating Agency. “Qualified Insurer” shall also mean any entity that satisfies all of the criteria,
other than the ratings criteria, set forth in one of the foregoing clauses and whose obligations under the related insurance
policy are guaranteed


 



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or backed by an entity that satisfies the ratings criteria set forth in such clause (construed as
if such entity were an insurance company referred to therein).


 


“Qualifying
Substitute Mortgage Loan” means, in the case of a Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage
Loan which, on the date of substitution, (i) has an outstanding principal balance, after deduction of the principal portion
of the Scheduled Payment due in the month of substitution, not in excess of the Stated Principal Balance of the Deleted Mortgage
Loan; provided, that, to the extent that the principal balance of such Mortgage Loan is less than the Stated Principal
Balance of the Deleted Mortgage Loan, then such differential in principal amount, together with interest thereon at the Mortgage
Rate on the related Mortgage Loan from the date as to which interest was last paid through the last day of the month in which
such substitution occurs, shall be paid by the party effecting such substitution to the Master Servicer for deposit into the Collection
Account, and shall be treated as a Principal Prepayment hereunder; (ii) is accruing interest at a rate of interest at least
equal to that of the Deleted Mortgage Loan; (iii) has a remaining term to stated maturity not greater than, and not more
than two (2) years less than, that of the Deleted Mortgage Loan; (iv) has an original Loan-to-Value Ratio not higher
than that of the Deleted Mortgage Loan and a current Loan-to-Value Ratio (equal to the outstanding principal balance on the date
of substitution divided by its current Appraised Value) not higher than the current Loan-to-Value Ratio of the Deleted Mortgage
Loan and has a current Debt Service Coverage Ratio equal to or greater than the current Debt Service Coverage Ratio of the Deleted
Mortgage Loan; (v) will comply with all of the representations and warranties relating to Mortgage Loans set forth in the
applicable Mortgage Loan Purchase Agreement, as of the date of substitution; (vi) has a Phase I Environmental Report
relating to the related Mortgaged Property in its Mortgage Files and such Phase I Environmental Report does not, in the good
faith reasonable judgment of the Special Servicer, consistent with the Servicing Standard, raise material issues that have not
been adequately addressed; (vii) has an engineering report relating to the related Mortgaged Property in its Mortgage Files
and such engineering report does not, in the good faith reasonable judgment of the Special Servicer, consistent with the Servicing
Standard raise material issues that have not been adequately addressed; and (viii) as to which the Trustee and the Certificate
Administrator have received an Opinion of Counsel, at the related Seller’s expense, that such Mortgage Loan is a “qualified
replacement mortgage” within the meaning of Section 860G(a)(4) of the Code; provided that no Mortgage Loan may have
a Maturity Date after the date three (3) years prior to the Rated Final Distribution Date, and provided, further,
that no such Mortgage Loan shall be substituted for a Deleted Mortgage Loan unless a Rating Agency Communication has been provided
to each Rating Agency, and provided, further, that, during any Subordinate Control Period, no such Mortgage Loan
shall be substituted for a Deleted Mortgage Loan unless the Controlling Class Representative shall have approved of such substitution
(provided, that such approval of the Controlling Class Representative may not be unreasonably withheld). If either one
mortgage loan is substituted for more than one Deleted Mortgage Loan or more than one mortgage loan is substituted for one or
more Deleted Mortgage Loans, then (A) the principal balances referred to in clause (i) above shall be determined
on the basis of aggregate principal balances and (B) the rates referred to in clause (ii) above and the remaining
term to stated maturity referred to in clause (iii) above shall be determined on a weighted average basis (provided,
that the Net Mortgage Rate for any Qualifying Substitute Mortgage Loan may not be less than the highest Pass-Through Rate of any
outstanding Class of Certificates that is not based on, or subject to a cap equal to, the Weighted Average REMIC I Net Mortgage
Rate). Whenever a Qualifying Substitute Mortgage Loan is substituted for a Deleted


 



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Mortgage Loan pursuant to this Agreement, the
party effecting such substitution shall certify that such Mortgage Loan meets all of the requirements of this definition and shall
send such certification to the Certificate Administrator, which shall deliver a copy of such certification to the Master Servicer,
the Special Servicer, the Trustee, the Custodian and the Controlling Class Representative promptly, and in any event within five
(5) Business Days following the Certificate Administrator’s receipt of such certification.


 


“Rated
Final Distribution Date” means with respect to each rated Class of Certificates, each REMIC I Regular Interest and
each REMIC II Regular Interest, the Distribution Date in December 2048.


 


“Rating
Agencies” means Moody’s, Fitch, KBRA and Morningstar; provided, that with respect to any matter affecting
a Non-Serviced Mortgage Loan or any Serviced Companion Loan, “Rating Agency” shall also refer to any NRSRO engaged
to rate the Serviced Companion Loan Securities or securities related to such Non-Serviced Mortgage Loan.


 


“Rating
Agency Communication” means any written communication intended for a Rating Agency, which shall be delivered at
least ten (10) Business Days prior to completing such action, in electronic document format suitable for website posting to the
17g-5 Information Provider (which will be required to post such request on the 17g-5 Information Provider’s Website in accordance
with Section 5.7).


 


“Rating
Agency Confirmation” means, with respect to any matter, written confirmation (which may be in any format that is
consistent with the policies, procedures or guidelines of the applicable Rating Agency at the time such Rating Agency Confirmation
is sought, including, without limitation, by way of electronic communication, press release or any other written communication
and need not be directed or addressed to any party to this Agreement) 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 or withdrawal of the then-current
rating assigned to any Class of Certificates or, if applicable, any class of Serviced Companion Loan Securities or securities
related to a Non-Serviced Mortgage Loan, in each case, if then rated by the Rating Agency; provided, that a written waiver
or other acknowledgment from any Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation
(or such other waiver as set forth in Section 1.7) is sought shall be deemed to satisfy the requirement for the Rating
Agency Confirmation from such Rating Agency with respect to such matter. At any time during which no Certificates, Serviced Companion
Loan Securities or securities related to a Non-Serviced Mortgage Loan are rated by a Rating Agency, no Rating Agency Confirmation
shall be required from that Rating Agency.


 


“Rating
Agency Inquiry” shall have the meaning set forth in Section 5.7(g).


 


“Realized
Interest Loss” means, with respect to each Mortgage Loan (including an REO Mortgage Loan), (i) in the case
of a Liquidation Realized Loss, the portion of any Liquidation Realized Loss that exceeds the Realized Principal Loss on the related
Mortgage Loan, (ii) in the case of a Bankruptcy Loss, the portion of such Realized Loss attributable to accrued interest
on the related Mortgage Loan, (iii) in the case of an Expense Loss, an Expense Loss resulting in any period from the payment
of the Special Servicing Fee and any Expense


 



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Losses treated as Realized Interest Losses pursuant to clause (iv) of
the definition of “Realized Principal Loss” or (iv) in the case of a Modification Loss, a Modification Loss set
forth in clause (iii) of the definition thereof.


 


“Realized
Loss” means a Liquidation Realized Loss, a Modification Loss, a Bankruptcy Loss or an Expense Loss with respect
to a Mortgage Loan (including an REO Mortgage Loan).


 


“Realized
Principal Loss” means, with respect to each Mortgage Loan (including an REO Mortgage Loan), (i) in the case
of a Liquidation Realized Loss, the amount of such Liquidation Realized Loss, to the extent that it does not exceed the Unpaid
Principal Balance (plus the amount of any Unliquidated Advance with respect to such Mortgage Loan) of the Mortgage Loan, (ii) in
the case of a Modification Loss, the amount of such Modification Loss set forth in clause (i) of the definition thereof,
(iii) in the case of a Bankruptcy Loss, the portion of such Bankruptcy Loss attributable to the reduction in the principal
balance of the related Mortgage Loan, (iv) in the case of an Expense Loss, the amount of such Expense Loss (other than Expense
Losses resulting from the payment of Special Servicing Fees) to the extent that such Expense Loss does not exceed amounts collected
in respect of the Mortgage Loans that were identified as allocable to principal in the Collection Period in which such Expense
Losses were incurred, and any such excess shall be treated as a Realized Interest Loss, (v) any Nonrecoverable Advance reimbursed
from collections of principal on the Mortgage Loans (including REO Mortgage Loans), and (vi) any Unliquidated Advance that
is determined by the Master Servicer to be a Nonrecoverable Advance.


 


“Record
Date” means, for each Distribution Date, the close of business on the last Business Day of the month immediately
preceding the month in which such Distribution Date occurs.


 


“Recoveries”
means, as of any Distribution Date, any amounts recovered with respect to a Mortgage Loan, a Serviced Companion Loan, a Serviced
B Note or REO Property following the period in which a Final Recovery Determination occurs plus other amounts defined as
“Recoveries” herein.


 


“Registered
Certificates” has the meaning set forth in the Preliminary Statement hereto.


 


“Registered
Global Certificate” means, with respect to any Registered Certificate, a single, permanent global Certificate, in
definitive, fully registered form without interest coupons.


 


“Regulation
AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such rules may be amended from time to time, 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, in each
case as effective from time to time as of the compliance dates specified therein.


 


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


 






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“Regulation S
Certificate” means a written certification substantially in the form set forth in Exhibit F hereto certifying
that a beneficial owner of an interest in a Regulation S Temporary Global Certificate is not a U.S. Person (as defined
in Regulation S).


 


“Regulation S
Global Certificates” means the Regulation S Permanent Global Certificates together with the Regulation S
Temporary Global Certificates.


 


“Regulation S
Permanent Global Certificate” means any single permanent global Certificate, in definitive, fully registered form
without interest coupons received in exchange for a Regulation S Temporary Global Certificate.


 


“Regulation S
Temporary Global Certificate” means, with respect to any Class of Certificates offered and sold outside of the United
States in reliance on Regulation S, a single temporary global Certificate, in definitive, fully registered form without interest
coupons.


 


“Rehabilitated
Mortgage Loan” means any Specially Serviced Mortgage Loan with respect to which (i) three (3) consecutive
Scheduled Payments have been made (in the case of any such Mortgage Loan, Serviced Companion Loan or Serviced B Note that
was modified, based on the modified terms), or a complete defeasance shall have occurred, (ii) no other Servicing Transfer
Event has occurred and is continuing (or, with respect to determining whether a Required Appraisal Loan is a Rehabilitated Mortgage
Loan for applying Appraisal Reductions, no other Appraisal Event has occurred and is continuing) and (iii) the Trust has
been reimbursed for all costs incurred as a result of the occurrence of a Servicing Transfer Event (or such amounts constitute
a Workout-Delayed Reimbursement Amount or such amounts have been forgiven). An A Note shall not constitute a Rehabilitated
Mortgage Loan unless each related Serviced B Note would constitute a Rehabilitated Mortgage Loan. A Serviced B Note
shall not constitute a Rehabilitated Mortgage Loan unless its related Mortgage Loan and any related Serviced Companion Loan also
would constitute a Rehabilitated Mortgage Loan. A Serviced Pari Passu Mortgage Loan shall not constitute a Rehabilitated Mortgage
Loan unless its related Serviced Companion Loan and any related Serviced B Note also would constitute a Rehabilitated Mortgage
Loan. A Serviced Companion Loan shall not constitute a Rehabilitated Mortgage Loan unless its related Serviced Pari Passu Mortgage
Loan and any related Serviced B Note also would constitute a Rehabilitated Mortgage Loan.


 


“Release
Date” means the date forty (40) days after the later of (i) the commencement of the offering of the Certificates
and (ii) the Closing Date.


 


“Relevant
Servicing Criteria” means the Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect
to the Master Servicer, the Special Servicer, the Trustee, the Trust Advisor, the Custodian or the Certificate Administrator,
on Schedule X attached hereto). For clarification purposes, multiple Reporting Servicers can have responsibility for
the same Relevant Servicing Criteria and some of the Servicing Criteria will not be applicable to certain Reporting Servicers.
With respect to a Servicing Function Participant engaged by the Master Servicer, the Special Servicer, the Trustee, the Custodian,
the Certificate Administrator or any Sub-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, the Custodian, the Certificate
Administrator or such Sub-Servicer.


 






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


 


“REMIC I”
means the segregated pool of assets consisting of the Mortgage Loans (other than any Excess Interest payable thereon), such amounts
with respect thereto as shall from time to time be held in the Collection Account, the Excess Liquidation Proceeds Reserve Account,
the TA Unused Fees Reserve Account, the Distribution Account (other than the portion thereof constituting the Excess Interest
Sub-account) and the Interest Reserve Account, the Insurance Policies (other than the interests of the holder of any Non-Serviced
Companion Loan or Serviced Companion Loan or B Note therein) and any REO Properties or beneficial interests therein (other
than the interests of the holder of any Non-Serviced Companion Loan or any Serviced Companion Loan or B Note therein), for
which a REMIC election will be made pursuant to Section 12.1(a) hereof. The Excess Interest on the ARD Mortgage Loans
and the Excess Interest Sub-account shall constitute assets of the Trust but shall not be a part of any REMIC Pool formed hereunder.
The Non-Serviced Companion Loans and any amounts payable thereon shall not constitute assets of the Trust or any REMIC Pool formed
hereunder. No B Note or any amounts payable thereon shall constitute an asset of the Trust or any REMIC Pool formed hereunder.
No Serviced Companion Loan or any amounts payable thereon shall constitute an asset of the Trust or any REMIC Pool formed hereunder.


 


“REMIC I
Interests” means, collectively, the REMIC I Regular Interests and the REMIC I Residual Interest.


 


“REMIC I
Net Mortgage Rate” means, with respect to any Distribution Date, as to any REMIC I Regular Interest, a rate
per annum equal to: (a) if the related Mortgage Loan (including an REO Mortgage Loan) accrues interest on the basis
of a 360-day year consisting of twelve (12) 30-day months (“30/360 Basis”), the Net Mortgage Rate thereof
as of the Cut-Off Date and without regard to any modification, waiver or amendment of the terms thereof following the Cut-Off
Date; and (b) if the related Mortgage Loan (including an REO Mortgage Loan) accrues interest on a basis other than a 30/360
Basis, the annualized rate at which interest would have to accrue in respect thereof on a 30/360 Basis for the related Mortgage
Loan Accrual Period, in order to produce the amount of net interest that would have accrued during the related Mortgage Loan Accrual
Period assuming a net interest rate equal to the rate set forth in clause (a) above and assuming an interest accrual
basis that is the same as the actual interest accrual basis of such Mortgage Loan, provided that for purposes of this clause (b),
commencing in 2016, (i) except with respect to the final Distribution Date, the REMIC I Net Mortgage Rate with respect to
the subject REMIC I Regular Interest for the Distribution Dates in both January and February in any year that is not a leap
year and in February in any year that is a leap year, shall be determined net of any amounts transferred to the Interest Reserve
Account, and (ii)  the REMIC I Net Mortgage Rate with respect to the subject REMIC I Regular Interest for the Distribution
Date in March and the final Distribution Date shall be determined taking into account the addition of any amounts withdrawn from
the Interest Reserve Account.


 


“REMIC I
Principal Amount” means, with respect to any REMIC I Regular Interest, as of any date or time of determination,
the then unpaid principal amount thereof, such amount being equal to the Cut-Off Date Principal Balance of the related Mortgage
Loan, minus (i) the amount of all principal distributions previously deemed made with respect to such


 



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REMIC I
Regular Interest pursuant to Section 6.3(a) and (ii) all Collateral Support Deficits allocated to such REMIC I
Regular Interest in reduction of its REMIC I Principal Amount pursuant to Section 6.6.


 


“REMIC I
Regular Interests” means, collectively, the uncertificated interests designated as “regular interests”
(within the meaning of the REMIC Provisions) in REMIC I, each of which relates to a separate specific Mortgage Loan (including
any successor REO Mortgage Loan and any Qualifying Substitute Mortgage Loan that may replace such Mortgage Loan), has an initial
REMIC I Principal Amount equal to the Cut-Off Date Principal Balance of such Mortgage Loan, and has a Pass-Through Rate equal
to the applicable REMIC I Net Mortgage Rate from time to time.


 


“REMIC I
Residual Interest” means the “residual interest” (within the meaning of the REMIC Provisions) in REMIC I
evidenced by the Class R Certificates. The REMIC I Residual Interest has no principal amount or Pass-Through Rate.


 


“REMIC II”
means the segregated pool of assets consisting of the REMIC I Regular Interests and related amounts in the Distribution Account
for which a REMIC election will be made pursuant to Section 12.1(a) hereof.


 


“REMIC II
Interests” means, collectively, the REMIC II Regular Interests and the REMIC II Residual Interest.


 


“REMIC II
Principal Amount” means, with respect to any REMIC II Regular Interest, as of any date or time of determination,
the then Aggregate Certificate Balance of the Class of Corresponding Certificates.


 


“REMIC II
Regular Interest A-1” means the uncertificated interest designated as a “regular interest” (within
the meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal
Amount equal to the Aggregate Certificate Balance of the Class A-1 Certificates, and which has a Pass-Through Rate
equal to the Weighted Average REMIC I Net Mortgage Rate from time to time.


 


“REMIC II
Regular Interest A-2” means the uncertificated interest designated as a “regular interest” (within the
meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount
equal to the Aggregate Certificate Balance of the Class A-2 Certificates, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate from time to time.


 


“REMIC II
Regular Interest A-SB” means the uncertificated interest designated as a “regular interest” (within
the meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount
equal to the Aggregate Certificate Balance of the Class A-SB Certificates, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate from time to time.


 


“REMIC II
Regular Interest A-3” means the uncertificated interest designated as a “regular interest” (within the
meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount
equal to the Aggregate Certificate




 



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Balance of the Class A-3 Certificates, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate from time to time.


 


“REMIC II
Regular Interest A-4” means the uncertificated interest designated as a “regular interest” (within the
meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount
equal to the Aggregate Certificate Balance of the Class A-4 Certificates, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate from time to time.


 


“REMIC II
Regular Interest A-S” means the uncertificated interest designated as a “regular interest” (within the
meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount
equal to the Aggregate Certificate Balance of the Class A-S Certificates, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate from time to time.


 


“REMIC II
Regular Interest B” means the uncertificated interest designated as a “regular interest” (within the
meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount
equal to the Aggregate Certificate Balance of the Class B Certificates, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate from time to time.


 


“REMIC II
Regular Interest C” means the uncertificated interest designated as a “regular interest” (within the
meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount
equal to the Aggregate Certificate Balance of the Class C Certificates, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate from time to time.


 


“REMIC II
Regular Interest D” means the uncertificated interest designated as a “regular interest” (within the
meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount
equal to the Aggregate Certificate Balance of the Class D Certificates, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate from time to time.


 


“REMIC II
Regular Interest E” means the uncertificated interest designated as a “regular interest” (within the
meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount
equal to the Aggregate Certificate Balance of the Class E Certificates, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate from time to time.


 


“REMIC II
Regular Interest F” means the uncertificated interest designated as a “regular interest” (within the
meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount
equal to the Aggregate Certificate Balance of the Class F Certificates, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate from time to time.


 


“REMIC II
Regular Interest G” means the uncertificated interest designated as a “regular interest” (within the
meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount
equal to the Aggregate Certificate


 



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Balance of the Class G Certificates, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate from time to time.


 


“REMIC II
Regular Interest H” means the uncertificated interest designated as a “regular interest” (within the
meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount
equal to the Aggregate Certificate Balance of the Class H Certificates, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate from time to time.


 


“REMIC II
Regular Interest J” means the uncertificated interest designated as a “regular interest” (within the
meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount
equal to the Aggregate Certificate Balance of the Class J Certificates, and which has a Pass-Through Rate equal to the Weighted
Average REMIC I Net Mortgage Rate from time to time.


 


“REMIC II
Regular Interests” means, collectively, the REMIC II Regular Interest A-1, the REMIC II Regular Interest
A-2, the REMIC II Regular Interest A-SB, the REMIC II Regular Interest A-3, the REMIC II Regular Interest A-4,
the REMIC II Regular Interest A-S, the REMIC II Regular Interest B, the REMIC II Regular Interest C, the REMIC II
Regular Interest D, the REMIC II Regular Interest E, the REMIC II Regular Interest F, the REMIC II Regular Interest
G, the REMIC II Regular Interest H and the REMIC II Regular Interest J.


 


“REMIC II
Residual Interest” means the “residual interest” (within the meaning of the REMIC Provisions) in REMIC II
evidenced by the Class R Certificates. The REMIC II Residual Interest has no principal amount or Pass-Through Rate.


 


“REMIC III”
means the segregated pool of assets consisting of the REMIC II Regular Interests and related amounts in the Distribution
Account for which a REMIC election will be made pursuant to Section 12.1(a) hereof.


 


“REMIC III
Interests” means, collectively, the REMIC III Regular Interests and the REMIC III Residual Interest.


 


“REMIC III
Regular Certificates” means, collectively, the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F,
Class G, Class H and Class J Certificates.


 


“REMIC III
Regular Interests” means, collectively, the Class A-1 Certificates, Class A-2 Certificates, Class A-SB Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-S Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F Certificates, Class G Certificates, Class H Certificates, Class J Certificates and the Class X
REMIC III Regular Interests.


 


“REMIC III
Regular Interest X-A-1” means the “regular interest” (within the meaning of the REMIC Provisions) in
REMIC III that is designated “X-A-1” and has no principal amount, but has a Notional Amount equal to the REMIC II
Principal Amount of


 



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REMIC II Regular Interest A-1 outstanding from time to time and a Pass-Through Rate equal to the Class X
Strip Rate with respect to REMIC II Regular Interest A-1 from time to time.


 


“REMIC III
Regular Interest X-A-2” means the “regular interest” (within the meaning of the REMIC Provisions) in
REMIC III that is designated “X-A-2” and has no principal amount, but has a Notional Amount equal to the REMIC II
Principal Amount of REMIC II Regular Interest A-2 outstanding from time to time and a Pass-Through Rate equal to the Class X
Strip Rate with respect to REMIC II Regular Interest A-2 from time to time.


 


“REMIC III
Regular Interest X-A-SB” means the “regular interest” (within the meaning of the REMIC Provisions) in
REMIC III that is designated “X-A-SB” and has no principal amount, but has a Notional Amount equal to the REMIC II
Principal Amount of REMIC II Regular Interest A-SB outstanding from time to time and a Pass-Through Rate equal to the Class X
Strip Rate with respect to REMIC II Regular Interest A-SB from time to time.


 


“REMIC III
Regular Interest X-A-3” means the “regular interest” (within the meaning of the REMIC Provisions) in
REMIC III that is designated “X-A-3” and has no principal amount, but has a Notional Amount equal to the REMIC II
Principal Amount of REMIC II Regular Interest A-3 outstanding from time to time and a Pass-Through Rate equal to the Class X
Strip Rate with respect to REMIC II Regular Interest A-3 from time to time.


 


“REMIC III
Regular Interest X-A-4” means the “regular interest” (within the meaning of the REMIC Provisions) in
REMIC III that is designated “X-A-4” and has no principal amount, but has a Notional Amount equal to the REMIC II
Principal Amount of REMIC II Regular Interest A-4 outstanding from time to time and a Pass-Through Rate equal to the Class X
Strip Rate with respect to REMIC II Regular Interest A-4 from time to time.


 


“REMIC III
Regular Interest X-A-S” means the “regular interest” (within the meaning of the REMIC Provisions) in
REMIC III that is designated “X-A-S” and has no principal amount, but has a Notional Amount equal to the REMIC II
Principal Amount of REMIC II Regular Interest A-S outstanding from time to time and a Pass-Through Rate equal to the Class X
Strip Rate with respect to REMIC II Regular Interest A-S from time to time.


 


“REMIC III
Regular Interest X-B” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III
that is designated “X-B” and has no principal amount, but has a Notional Amount equal to the REMIC II Principal
Amount of REMIC II Regular Interest B outstanding from time to time and a Pass-Through Rate equal to the Class X Strip
Rate with respect to REMIC II Regular Interest B from time to time.


 


“REMIC III
Regular Interest X-D” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III
that is designated “X-D” and has no principal amount, but has a Notional Amount equal to the REMIC II Principal
Amount of REMIC II Regular Interest D outstanding from time to time and a Pass-Through Rate equal to the Class X Strip
Rate with respect to REMIC II Regular Interest D from time to time.


 


“REMIC III
Regular Interest X-E” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III
that is designated “X-E” and has no principal amount, but has a Notional Amount equal to the REMIC II Principal
Amount of REMIC II  


 






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Regular Interest E outstanding from time
to time and a Pass-Through Rate equal to the Class X Strip Rate with respect to REMIC II Regular Interest E from time
to time.


 


“REMIC III
Regular Interest X-F” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III
that is designated “X-F” and has no principal amount, but has a Notional Amount equal to the REMIC II Principal
Amount of REMIC II Regular Interest F outstanding from time to time and a Pass-Through Rate equal to the Class X Strip
Rate with respect to REMIC II Regular Interest F from time to time.


 


“REMIC III
Regular Interest X-G” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III
that is designated “X-G” and has no principal amount, but has a Notional Amount equal to the REMIC II Principal
Amount of REMIC II Regular Interest G outstanding from time to time and a Pass-Through Rate equal to the Class X Strip
Rate with respect to REMIC II Regular Interest G from time to time.


 


“REMIC III
Regular Interest X-H” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III
that is designated “X-H” and has no principal amount, but has a Notional Amount equal to the REMIC II Principal
Amount of REMIC II Regular Interest H outstanding from time to time and a Pass-Through Rate equal to the Class X Strip
Rate with respect to REMIC II Regular Interest H from time to time.


 


“REMIC III
Regular Interest X-J” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III
that is designated “X-J” and has no principal amount, but has a Notional Amount equal to the REMIC II Principal
Amount of REMIC II Regular Interest J outstanding from time to time and a Pass-Through Rate equal to the Class X Strip
Rate with respect to REMIC II Regular Interest J from time to time.


 


“REMIC III
Residual Interest” means the “residual interest” (within the meaning of the REMIC Provisions) in REMIC III
evidenced by the Class R Certificates. The REMIC III Residual Interest has no principal amount or Pass-Through Rate.


 


“REMIC
Pool” means each of the three (3) segregated pools of assets designated as a REMIC pursuant to Section 12.1(a)
hereof. For the avoidance of doubt, no UBSRES Seller Defeasance Rights and Obligations, BANA Lender Successor Borrower Right
or MSMCH Seller Defeasance Rights and Obligations is a part of any “REMIC Pool”.


 


“REMIC
Provisions” means the provisions of the federal income tax law governing the treatment of real estate mortgage investment
conduits and their investors, including the conditions that must be satisfied for an arrangement to be treated as a REMIC and
for a loan secured by an interest in real property to be a qualified mortgage, which appear in Sections 860A through 860G
of Subchapter M of Chapter 1 of the Code, related provisions, and final, temporary and proposed regulations and rulings promulgated
thereunder, as the foregoing may be in effect from time to time and taking account, as appropriate, of any proposed legislation
or regulations which, as proposed, would have an effective date prior to enactment or promulgation thereof. For the avoidance
of doubt, the provisions of the mortgage documents with respect to a mortgage loan fail to comply with the “REMIC Provisions”
if such mortgage


 



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documents permit transactions that would result in the mortgage loan failing to satisfy the definition of “qualified
mortgage” under such federal income tax law.


 


“Rent
Loss Policy” or “Rent Loss Insurance” means a policy of insurance generally insuring against
loss of income or rent resulting from force majeure.


 


“Rents
from Real Property” means, with respect to any REO Property, income of the character set forth in Section 856(d)
of the Code.


 


“REO
Account” shall have the meaning set forth in Section 9.14(a) hereof.


 


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


 


“REO
Income” means, with respect to any REO Property that had not been security for an A/B Whole Loan or Loan Pair for
any Collection Period, all income received in connection with such REO Property during such period less any operating expenses,
utilities, real estate taxes, management fees, insurance premiums, expenses for maintenance and repairs and any other capital
expenses directly related to such REO Property paid during such period. With respect to any Non-Serviced Mortgage Loan (if the
applicable Non-Serviced Mortgage Loan Special Servicer has foreclosed upon the Mortgaged Property secured by such Non-Serviced
Mortgage Loan Mortgage), the REO Income shall comprise only such portion of the foregoing that is allocable to the holder of such
Non-Serviced Mortgage Loan.


 


“REO
Loan” means any of an REO Mortgage Loan, REO Serviced B Note and REO Serviced Companion Loan.


 


“REO
Mortgage Loan” means a Mortgage Loan as to which the related Mortgaged Property has become an REO Property. Such
Mortgage Loan shall be deemed to remain outstanding for purposes of various calculations under this Agreement notwithstanding
that the related Mortgaged Property has become an REO Property.


 


“REO
Property” means a Mortgaged Property (or an interest therein, if the Mortgaged Property securing any Loan Pair or
the Mortgaged Property securing an A/B Whole Loan has been acquired by the Trust) acquired by the Trust through foreclosure, deed-in-lieu
of foreclosure, abandonment or reclamation from bankruptcy in connection with a Defaulted Loan or otherwise treated as foreclosure
property under the REMIC Provisions; provided that a Mortgaged Property that secures a Non-Serviced Mortgage Loan shall
constitute an REO Property if and when it is acquired under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement
for the benefit of the Trustee as the holder of such Non-Serviced Mortgage Loan and of the holder of the related Non-Serviced
Companion Loan(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure, abandonment or reclamation from bankruptcy
in connection with a default or otherwise treated as foreclosure property under the REMIC Provisions. The Special Servicer shall
not have any obligations with respect to an REO Property that relates to a Mortgaged Property that secures a Non-Serviced Mortgage
Loan and all references to the Special Servicer’s obligations in this Agreement with respect to “REO


 



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Property”
shall exclude any such Mortgaged Property that secures a Non-Serviced Mortgage Loan.


 


“REO
Serviced B Note” means a Serviced B Note as to which the related Mortgaged Property has become an REO
Property. Such Serviced B Note shall be deemed to remain outstanding for purposes of various calculations under this Agreement
notwithstanding that the related Mortgaged Property has become an REO Property.


 


“REO
Serviced Companion Loan” means a Serviced Companion Loan as to which the related Mortgaged Property has become an
REO Property. Such Serviced Companion Loan shall be deemed to remain outstanding for purposes of various calculations under this
Agreement notwithstanding that the related Mortgaged Property has become an REO Property.


 


“Report
Date” means the second (2nd) Business Day before the related Distribution Date.


 


“Reportable
Event” has the meaning set forth in Section 13.7.


 


“Reporting
Requirements” has the meaning set forth in Section 13.12.


 


“Reporting
Servicer” means the Master Servicer, the Special Servicer, the Trust Advisor and any Servicing Function Participant
(including the Certificate Administrator, the Custodian, the Trustee (if and for such time as it is a Servicing Function Participant)
and each Sub-Servicer), as the case may be.


 


“Repurchase
Request Recipient” has the meaning set forth in Section 2.3(e).


 


“Repurchased
Loan” has the meaning set forth in Section 2.3(a).


 


“Request
for Release” means a request for release of certain documents relating to the Mortgage Loans, a form of which is
attached hereto as Exhibit C.


 


“Requesting
Holders” has the meaning set forth in Section 6.9.


 


“Requesting
Party” has the meaning set forth in Section 1.7.


 


“Required
Appraisal Loan” means any Mortgage Loan, Loan Pair or A/B Whole Loan as to which an Appraisal Event has occurred.
In the case of an A/B Whole Loan or Loan Pair, upon the occurrence of an Appraisal Event in respect of any related A Note
or Serviced B Note or any related Serviced Pari Passu Mortgage Loan or Serviced Companion Loan, the related A/B Whole Loan
or Loan Pair, as applicable, shall be deemed to be a single Required Appraisal Loan. A Mortgage Loan, Loan Pair or A/B Whole
Loan will cease to be a Required Appraisal Loan at such time as it is a Rehabilitated Mortgage Loan.


 


“Reserve
Accounts” means, collectively, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and
the TA Unused Fees Reserve Account.


 






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“Responsible
Officer” means, when used with respect to the Trustee, the Custodian or the Certificate Administrator, (i) any officer
of the Trustee, the Custodian or the Certificate Administrator, as the case may be, assigned to the Corporate Trust Office of
such party, in each case, with direct responsibility for the administration of this Agreement, (ii) 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 (iii) in the case of any certification required to be signed by a Responsible Officer, any officer whose
name and specimen signature appear on a list of corporate trust officers furnished to the Master Servicer by the Trustee, the
Custodian or the Certificate Administrator, as applicable, as such list may from time to time be amended.


 


“Rule 15Ga-1”
means Rule 15Ga-1 under the Exchange Act.


 


“Rule 15Ga-1
Notice” has the meaning set forth in Section 2.3(e).


 


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


 


“Rule 144A
Global Certificate” means, with respect to any Class of Certificates offered and sold in reliance on Rule 144A
or to certain Institutional Accredited Investors, a single, permanent global Certificate, in definitive, fully registered form
without interest coupons.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or its successor
in interest. If neither such rating agency nor any successor remains in existence or is no longer an NRSRO with respect to commercial
mortgage-backed securities, “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 other
parties hereto, 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” has the meaning set forth in Section 13.6.


 


“Scheduled
Payment” means each scheduled payment of principal of, and/or interest on, a Mortgage Loan, a Serviced Companion
Loan or a Serviced B Note required to be paid on its Due Date by the Mortgagor in accordance with the terms of the related
Mortgage Note, Serviced Companion Loan or Serviced B Note (excluding all amounts of principal and interest which were due
on or before the Cut-Off Date, whenever received, and taking account of any modifications thereof and the effects of any Debt
Service Reduction Amounts and Deficient Valuation Amounts). Notwithstanding the foregoing, the amount of the Scheduled Payment
for any Serviced Pari Passu Mortgage Loan or Serviced Companion Loan or any A Note or Serviced B Note shall be calculated
without regard to the related Intercreditor Agreement.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 






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“Seller”
means UBSRES, BANA or MSMCH, as the case may be. References to obligations of any Seller herein shall constitute obligations of
the related Seller Guarantor to the extent set forth in the related Mortgage Loan Purchase Agreement.


 


“Seller
Guarantor” means any Person that guarantees the payment and/or performance obligations of a Seller under any Mortgage
Loan Purchase Agreement.


 


“Seller
Sub-Servicer” means a sub-servicer or Additional Servicer required by a Seller to be retained by the Master Servicer
or the Special Servicer, as applicable, as listed on Schedule XV hereto.


 


“Senior
Consultation Period” means a period when the Aggregate Certificate Balance of the Class G Certificates (without
regard to any Appraisal Reductions allocable to such Class in accordance with Section 6.9) is less than 25% of the
initial Aggregate Certificate Balance of the Class G Certificates. Notwithstanding the definitions of “Subordinate
Control Period” and “Collective Consultation Period”, with respect to any Excluded Mortgage Loan, a Senior Consultation
Period shall be deemed to exist, and the Controlling Class Representative shall not be permitted to direct (or consult in respect
of) the replacement of the Special Servicer, or direct (or consult) the Special Servicer in respect of Major Decisions and Asset
Status Reports, with respect to such Excluded Mortgage Loan.


 


“Serviced
B Note” means, with respect to any A/B Whole Loan or Loan Pair, any related subordinated note not included in the
Trust, which is serviced pursuant to this Agreement and is subordinated in right of payment to the related Mortgage Loan to the
extent set forth in the related Intercreditor Agreement. There are no Serviced B Notes related to the Trust as of the Closing
Date.


 


“Serviced
Companion Loan” means a mortgage loan that is serviced under this Agreement, is not a “Mortgage Loan”
included in the Trust, and is paid on a pari passu basis with a Mortgage Loan included in the Trust. The Serviced
Companion Loans related to the Trust as of the Closing Date are the 525 Seventh Avenue Serviced Companion Loan, the Ellenton Premium
Outlets Serviced Companion Loan, the Grove City Premium Outlets Companion Loan and the Gulfport Premium Outlets Companion Loan.
On and after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Companion Loan
shall cease to be a Serviced Companion Loan and shall be a Non-Serviced Companion Loan. On and after the Gulfport Premium Outlets
Companion Loan Securitization Date, the Gulfport Premium Outlets Companion Loan shall cease to be a Serviced Companion Loan and
shall be a Non-Serviced Companion Loan.


 


“Serviced
Companion Loan Custodial Account” means each of the custodial sub-account(s) of the Collection Account (but which
are not included in the Trust) created and maintained by the Master Servicer pursuant to Section 5.1(c) on behalf
of the holder of the related Serviced Companion Loan. Any such sub-account(s) shall be maintained as a sub-account of an Eligible
Account.


 


“Serviced
Companion Loan Securities” means for so long as the Mortgage Loan or any successor REO Mortgage Loan is included
in the Trust, any class of securities


 



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backed by the related Serviced Companion Loan. Any reference herein to a “series”
of Serviced Companion Loan Securities shall refer to separate securitizations of one or more of the Serviced Companion Loans.


 


“Serviced
Pari Passu Mortgage” means the Mortgage securing a Serviced Pari Passu Mortgage Loan and its related Serviced Companion
Loan secured by the related Mortgaged Property. The Serviced Pari Passu Mortgages related to the Trust as of the Closing Date
are the Mortgages securing the 525 Seventh Avenue Loan Pair, the Ellenton Premium Outlets Loan Pair, the Grove City Premium Outlets
Loan Pair and the Gulfport Premium Outlets Loan Pair. On and after the Grove City Premium Outlets Companion Loan Securitization
Date, the Mortgage securing the Grove City Premium Outlets Loan Pair shall cease to be a Serviced Pari Passu Mortgage. On and
after the Gulfport Premium Outlets Companion Loan Securitization Date, the Mortgage securing the Gulfport Premium Outlets Loan
Pair shall cease to be a Serviced Pari Passu Mortgage.


 


“Serviced
Pari Passu Mortgage Loan” means a Mortgage Loan that is included in the Trust and is paid on a pari passu
basis with a Serviced Companion Loan to the extent set forth in the related Intercreditor Agreement. The Serviced Pari Passu
Mortgage Loans included in the Trust as of the Closing Date are the 525 Seventh Avenue Mortgage Loan, the Ellenton Premium Outlets
Mortgage Loan, the Grove City Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Mortgage Loan. On and after the Grove
City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Mortgage Loan shall cease to be a Serviced
Pari Passu Mortgage Loan and shall be a Non-Serviced Mortgage Loan. On and after the Gulfport Premium Outlets Companion Loan Securitization
Date, the Gulfport Premium Outlets Mortgage Loan shall cease to be a Serviced Pari Passu Mortgage Loan and shall be a Non-Serviced
Mortgage Loan.


 


“Service(s)(ing)”
means, in accordance with Regulation AB, the act of servicing and administering the Mortgage Loans or any other assets of the
Trust by an entity that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is subject
to the disclosure requirements set forth in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence
of this term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities market.


 


“Servicer
Errors and Omissions Insurance Policy” or “Errors and Omissions Insurance Policy” means
an errors and omissions insurance policy maintained by the Master Servicer, the Special Servicer, the Trustee, the Custodian or
the Certificate Administrator, as the case may be, in accordance with Section 8.2, Section 9.2 and Section 7.17,
respectively.


 


“Servicer
Fidelity Bond” or “Fidelity Bond” means a bond or insurance policy under which the insurer
agrees to indemnify the Master Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator, as
the case may be, (subject to standard exclusions) for all losses (less any deductible) sustained as a result of any theft, embezzlement,
fraud or other dishonest act on the part of the Master Servicer’s, the Special Servicer’s, the Trustee’s, the
Custodian’s or the Certificate Administrator’s, as the case may be, officers or employees and is maintained in accordance
with Section 8.2, Section 9.2 and Section 7.17, respectively.


 






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“Servicer Mortgage
File” means copies of the mortgage documents listed in the definition of “Mortgage File” relating to
a Mortgage Loan and shall also include, to the extent required to be (and actually) delivered to the applicable Seller pursuant
to the applicable Mortgage Loan documents, copies of the following items: the Mortgage Note, any Mortgage, the Assignment of Leases
and the Assignment of Mortgage, any guaranty/indemnity agreement, any loan agreement, any insurance policies or certificates (as
applicable), any property inspection reports, any financial statements on the property, any escrow analysis, any tax bills, any
Appraisal, any environmental report, any engineering report, third-party management agreements, any asset summary, financial information
on the Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor agreement and any Environmental Insurance
Policies.


 


“Servicer Termination
Event” has the meaning set forth in Section 8.28(a).


 


“Servicing Advance”
means any cost or expense of the Master Servicer, the Special Servicer or the Trustee, as the case may be, designated as a Servicing
Advance pursuant to this Agreement and any other costs and expenses incurred by the Master Servicer, the Special Servicer or the
Trustee, as the case may be, to protect and preserve the security for such Mortgage Loan and/or (if applicable) the related Serviced
Companion Loan or Serviced B Note.


 


“Servicing Criteria”
means the criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.


 


“Servicing Function
Participant” means any Person (including the Trustee, the Custodian and the Certificate Administrator), other than
the Master Servicer, the Special Servicer and the Trust Advisor, that, within the meaning of Item 1122 of Regulation AB, is performing
activities addressed by the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage
Loans (based on their Unpaid Principal Balance). The Trustee is a Servicing Function Participant only if, and for such time as,
it has made an Advance during any calendar year covered by an Annual Report on Assessment of Compliance with Servicing Criteria.


 


“Servicing Officer”
means, any officer or employee of the Master Servicer or an Additional Servicer, as the case may be, involved in, or responsible
for, the administration and servicing of the Mortgage Loans, any Serviced Companion Loan and any Serviced B Note whose name and
specimen signature appear on a list of servicing officers or employees furnished to the Trustee, the Custodian and the Certificate
Administrator by the Master Servicer or an Additional Servicer, as the case may be, and signed by an officer of the Master Servicer
or an Additional Servicer, as the case may be, as such list may from time to time be amended.


 


“Servicing Standard”
means, with respect to the Master Servicer or the Special Servicer, as the case may be, to service and administer the Mortgage
Loans (and any Serviced Companion Loan and Serviced B Note but not any Non-Serviced Mortgage Loan) that it is obligated to service
and administer pursuant to this Agreement on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders
(and in the case of any Serviced Companion Loan or Serviced B Note (taking into account the subordinate nature of any such Serviced
B Note), the related holder of the Serviced Companion Loan or Serviced B Note, as applicable) as a collective whole (as determined
by the Master Servicer or the Special Servicer,


 



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as the case may be, in its good faith and reasonable judgment), in accordance with
applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans, any Serviced Companion Loan and any
Serviced B Note (and, in the case of any Loan Pair or A/B Whole Loan, the related Intercreditor Agreement) and, to the extent consistent
with the foregoing, further as follows:


 


(a)          with
the same care, skill and diligence as is normal and usual in its general mortgage servicing and REO property management activities
on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that
are comparable to those for which it is responsible hereunder;


 


(b)          with
a view to the timely collection of all Scheduled Payments of principal and interest under the Mortgage Loans, any Serviced Companion
Loan and any Serviced B Note or, if a Mortgage Loan, any Serviced Companion Loan or any Serviced B Note comes into and continues
in default and with respect to the Special Servicer, if, in the good faith and reasonable judgment of the Special Servicer, no
satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery of principal
and interest on such Mortgage Loan to the Certificateholders (as a collective whole) (or in the case of any A/B Whole Loan and
its related Serviced B Note or any Loan Pair, the maximization of the recovery of principal and interest on such A/B Whole Loan
or Loan Pair, as applicable, to the Certificateholders and the holder of any related Serviced B Note (taking into account the subordinate
nature of any such Serviced B Note) or Serviced Companion Loan, as applicable, all taken as a collective whole) on a net present
value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed
at the applicable Calculation Rate); and


 


(c) without regard to: (I)
any other known relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may
have with the related Mortgagor or any Affiliate of the related Mortgagor; (II) the ownership of any Certificate or any interest
in any Non-Serviced Companion Loan, Serviced Companion Loan or B Note or any mezzanine loan related to a Mortgage Loan by the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (III) the Master Servicer’s or the Special
Servicer’s obligation to make Advances; (IV) the right of the Master Servicer (or any Affiliate thereof) or the Special Servicer
(or any Affiliate thereof), as the case may be, to receive any compensation and/or reimbursement of costs, or the sufficiency of
any compensation payable to it, hereunder or with respect to any particular transaction and (V) any obligation of the Master Servicer
(or any Affiliate thereof) to repurchase any Mortgage Loan from the Trust.


 


“Servicing Transfer
Event” means the occurrence of any of the following events: (i) any Mortgage Loan (other than a Non-Serviced Mortgage
Loan), Serviced Companion Loan or Serviced B Note is past due with respect to a Balloon Payment, and the Master Servicer or Special
Servicer has determined, in its good faith reasonable judgment in accordance with the Servicing Standard, that payment is unlikely
to be made on or before the 60th day after the date on which such Balloon Payment was due (or if the Master Servicer
has received, prior to the 60th day after the Due Date of such Balloon Payment, written evidence (which it shall promptly
deliver to the Special Servicer) from an institutional lender of its binding commitment to refinance such Mortgage Loan, Serviced
Companion Loan or Serviced B Note (which


 



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commitment must be reasonably acceptable to the Special Servicer), one hundred twenty
(120) days succeeding the date on which such Balloon Payment was due; provided that if such refinancing does not occur during
the time period specified in such written refinancing commitment, a Servicing Transfer Event shall be deemed to have occurred),
or any other payment is more than sixty (60) days past due or has not been made on or before the second (2nd) Due Date
following the Due Date such payment was due; (ii) either (A) the Mortgagor under any Mortgage Loan (other than a Non-Serviced Mortgage
Loan), Serviced Companion Loan or Serviced B Note has, to the Master Servicer’s or the Special Servicer’s knowledge,
consented to the appointment of a receiver or conservator in any insolvency or similar proceeding of, or relating to, such Mortgagor
or to all or substantially all of its property, or (B) the Mortgagor has become the subject of a decree or order issued under a
bankruptcy, insolvency or similar law and such decree or order shall have remained undischarged or unstayed for a period of sixty
(60) days; (iii) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced
B Note, the Master Servicer or the Special Servicer has received notice of the foreclosure or proposed foreclosure of any other
lien on the related Mortgaged Property; (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced
Companion Loan or Serviced B Note, the Master Servicer or the Special Servicer has obtained knowledge of a default (other than
a failure by the related Mortgagor to pay principal or interest) that, in the good faith reasonable judgment of the Master Servicer
or the Special Servicer, materially and adversely affects the interests of the Certificateholders or the holder of any related
Serviced Companion Loan or Serviced B Note and which has occurred and remains unremedied for the applicable grace period specified
in such Mortgage Loan (or, if no grace period is specified, sixty (60) days); (v) the Mortgagor under any Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced B Note admits in writing its inability to pay its debts
generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes
an assignment for the benefit of its creditors or voluntarily suspends payment of its obligations; and (vi) with respect to any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced B Note, the Master Servicer or Special
Servicer (and, in the case of the Special Servicer, during any Subordinate Control Period, with the consent of the Controlling
Class Representative) has determined, in the good faith reasonable judgment of the Master Servicer or the Special Servicer (and,
in the case of the Special Servicer, during any Subordinate Control Period, with the consent of the Controlling Class Representative),
that (a) a payment default is imminent or is likely to occur within sixty (60) days, or (b) any other default is imminent or is
likely to occur within sixty (60) days and such default, in the good faith reasonable judgment of the Master Servicer or the Special
Servicer (and, in the case of the Special Servicer, during any Subordinate Control Period, with the consent of the Controlling
Class Representative), is reasonably likely to materially and adversely affect the interests of the Certificateholders or the holder
of any related Serviced Companion Loan or Serviced B Note (as the case may be); provided, that any determination under this
clause (vi)(b) with respect to any Mortgage Loan (or Serviced B Note or Serviced Companion Loan, if applicable) solely by reason
of the failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained insurance coverage against
damages or losses arising from acts of terrorism may only be made by the Special Servicer if it determines that such default is
not an Acceptable Insurance Default (and, during any Subordinate Control Period, with the consent of the Controlling Class Representative);
provided, further, that (1) if the holder of any related Serviced B Note exercised


 



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its right to cure a monetary default
and a monetary default occurs in the following month due to the holder of such Serviced B Note’s failure to cure, then servicing
of such Mortgage Loan shall be transferred to the Special Servicer on the Business Day following the expiration of the Cure Period
(as defined in the related Intercreditor Agreement) of the holder of such Serviced B Note if the holder of such Serviced B Note
does not cure the current monetary default or (2) if the holder of any related Serviced B Note has exercised its right to cure
the number of consecutive monetary defaults it is permitted to cure under the related Intercreditor Agreement and a monetary default
occurs in the following month, then servicing of such Mortgage Loan shall be transferred to the Special Servicer at the expiration
of the Mortgagor’s grace period for the current monetary default. If a Servicing Transfer Event occurs with respect to an
A Note or a Serviced B Note, it shall be deemed to have occurred also with respect to its related Serviced B Note or A Note, as
the case may be; and provided, further, that if a Servicing Transfer Event would otherwise have occurred with respect
to an A Note, but has not so occurred solely because the holder of any related Serviced B Note has exercised its cure rights under
the related Intercreditor Agreement, then a Servicing Transfer Event will not occur with respect to such A/B Whole Loan. With respect
to any Loan Pair, if a Servicing Transfer Event occurs with respect to any Serviced Pari Passu Mortgage Loan, any Serviced Companion
Loan or any Serviced B Note, it shall be deemed to have occurred also with respect to each of the related Serviced Pari Passu Mortgage
Loan, any Serviced Companion Loan or any Serviced B Note, respectively. Under the applicable Non-Serviced Mortgage Loan Pooling
and Servicing Agreement, if the equivalent of a Servicing Transfer Event occurs with respect to any Non-Serviced Companion Loan
or any Serviced B Note, it shall be deemed to have occurred also with respect to the related Non-Serviced Mortgage Loan.


 


“Significant
Obligor” means (a) any obligor (as defined in Item 1101(i) of Regulation AB) or group of affiliated obligors on any
Mortgage Loan or group of Mortgage Loans that represent, as of the Closing Date, 10% or more of the Mortgage Loans (by principal
balance as of the Cut-off Date); or (b) any single Mortgaged Property or group of Mortgaged Properties securing any Mortgage Loan
or group of cross-collateralized and/or cross-defaulted Mortgage Loans that represent, as of the Closing Date, 10% or more of the
Mortgage Loans (by principal balance as of the Cut-off Date). There is no Significant Obligor related to the Trust.


 


“Similar Laws”
has the meaning set forth in Section 3.3(d).


 


“Single-Purpose
Entity” means a Person, other than an individual, whose organizational documents provide substantially to the effect
that it is formed or organized solely for the purpose of owning and collecting payments from Defeasance Collateral for the benefit
of the Trust and which (i) does not engage in any business unrelated thereto and the financing thereof; (ii) does not have any
assets other than those related to its interest in Defeasance Collateral; (iii) maintains its own books, records and accounts,
in each case which are separate and apart from the books, records and accounts of any other Person; (iv) conducts business in its
own name and uses separate stationery, invoices and checks; (v) does not guarantee or assume the debts or obligations of any other
Person; (vi) does not commingle its assets or funds with those of any other Person; (vii) transacts business with affiliates on
an arm’s length basis pursuant to written agreements; and (viii) holds itself out as being a legal entity, separate and apart
from any other Person, and otherwise complies with the single-purpose requirements established by the Rating Agencies. The entity’s
organizational documents also provide that any


 



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dissolution and winding up or insolvency filing for such entity requires the unanimous
consent of all partners or members, as applicable, and that such documents may not be amended with respect to the Single-Purpose
Entity requirements.


 


“Sole Certificateholder”
means any Certificate Owner of a Book-Entry Certificate or a Holder of a Definitive Certificate (or any group of such Certificate
Owners or Holders acting in unanimity) holding 100% of the then outstanding Class F, Class G, Class H and Class J Certificates;
provided that the Aggregate Certificate Balances and Notional Amounts of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-S, Class X-A, Class X-B, Class X-D, Class B, Class C, Class D and Class E Certificates have been reduced to
zero.


 


“Space Lease”
means the space or occupancy lease pursuant to which a Mortgagor holds a leasehold interest in the related Mortgaged Property,
together with any estoppels or other agreements executed and delivered by the lessor in favor of the lender under the related Mortgage
Loan(s).


 


“Special Notice”
means any (a) notice transmitted to Certificateholders pursuant to Section 3.6(b) of this Agreement, (b) notice of any request
by at least 25% of the aggregate Voting Rights of the Certificates to terminate and replace the Special Servicer pursuant to Section
9.30(c) of this Agreement and (c) notice of any request by at least 25% of the aggregate Voting Rights of the Certificates
to terminate and replace the Trust Advisor pursuant to Section 10.12(b) of this Agreement.


 


“Special Servicer”
means (a) with respect to the Mortgage Loans other than the Excluded Special Servicer Mortgage Loans, Rialto Capital Advisors,
LLC, or its successor in interest, or any successor Special Servicer appointed as herein provided; and (b) with respect to any
Excluded Special Servicer Mortgage Loan, if any, the related Excluded Special Servicer, or its successor in interest, appointed
as herein provided.


 


“Special Servicer
Compensation” means, with respect to any applicable period, the sum of the Special Servicing Fees, the Liquidation
Fees and Workout Fees and any other amounts to be paid to the Special Servicer pursuant to the terms of this Agreement.


 


“Special Servicer
Decision” means any of the following:


 


(a)          approving
any waiver regarding the receipt of financial statements (other than immaterial timing waivers);


 


(b)          agreeing
to any modification, waiver, consent or amendment of a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Non-Serviced
Loan Combination), A/B Whole Loan or Loan Pair in connection with a defeasance if such proposed modification, waiver, consent or
amendment is with respect to (i) a waiver of a Mortgage Loan event of default (but excluding non-monetary events of default other
than defaults relating to transfers of interest in the Mortgagor or the existing collateral or material modifications of the existing
collateral), (ii) a modification of the type of Defeasance Collateral required under the related Mortgage Loan documents such that
Defeasance Collateral other than direct, non-callable obligations of the United States of America would be permitted or (iii) a
modification that would permit a Principal


 



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Prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise
permit such Principal Prepayment;


 


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


 


(d)          approving
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;


 


(e)          in
circumstances where no lender discretion is permitted other than confirming that the conditions in the applicable Mortgage Loan
documents have been satisfied, any requests for the release of collateral or the acceptance of substitute or additional collateral
for a Mortgage Loan (other than a Non-Serviced Mortgage Loan or any Non-Serviced Loan Combination), A/B Whole Loan or Loan Pair
other than: (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 such Mortgage Loan, A/B Whole Loan or Loan Pair; (ii) the release
of collateral securing such Mortgage Loan, A/B Whole Loan or Loan Pair in connection with a defeasance of such collateral; or (iii)
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;


 


(f)          any
requests for the funding or disbursement of “performance,” “earn-out,” “holdback” or similar
escrows and reserves (including those evidenced by letters of credit) for any Mortgage Loan whose escrows and reserves (i) exceed,
at the related origination date, in the aggregate, 10% of the initial principal balance of such Mortgage Loan (regardless of whether
such funding or disbursement may be characterized as routine and/or customary and regardless of whether such Mortgage Loan has
a primary servicer other than the Master Servicer) or (ii) are not routine and/or customary escrow and reserve fundings or disbursements.


 


(g)          the
modification, waiver, amendment, execution, termination or renewal of any lease (including entering into any related subordination,
non-disturbance and attornment agreement), to the extent lender approval is required under the related Mortgage Loan documents,
and if such lease (i) involves a ground lease or lease of an outparcel or affects an area greater than or equal to the greater
of (x) 10% of leasable space or (y) 20,000 square feet, (ii) is for over 50,000 square feet, or (iii) otherwise constitutes a “major
lease” or “material lease,” if applicable, under the related Mortgage Loan documents, subject to any deemed approval
expressly set forth in the related lease;


 


(h)          any
adoption or implementation of a budget submitted by a Mortgagor with respect to a Mortgage Loan (to the extent lender approval
is required under the related Mortgage Loan documents), if (i) the Mortgage Loan for the related mortgaged property is on the CREFC®
Servicer Watch List or (ii) such budget includes material


 



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(more than 10%) increases in operating expenses or payments to entities
actually known by the Master Servicer to be Affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates
agreed to at the origination of the related Mortgage Loan), subject in each case to any deemed approval expressly set forth in
the related Mortgage Loan documents; and


 


(i)          any
determination as to whether or not to cure any Mortgagor defaults relating to ground leases (or, with respect to leasehold interests
that are Space Leases or air rights leases, Space Leases or air rights leases) that are part of the collateral for the related
Mortgage Loan;


 


provided, that in
the case of each of the foregoing clauses (a) through (i), such action is not otherwise a Major Decision; provided,
further, that with respect to clause (b) of this definition (1) the Master Servicer shall evaluate and process requests
for any modifications described in clauses (b)(i) and (ii) above and obtain the consent or deemed consent of the
Special Servicer as provided in this Agreement and (2) the Special Servicer shall evaluate and process and/or consent to requests
for any modifications described in clause (b)(iii) above.


 


“Special Servicer
Indemnified Parties” has the meaning set forth in Section 9.24(a).


 


“Special Servicer
Losses” has the meaning set forth in Section 9.24(a).


 


“Special Servicer
Remittance Date” means the Business Day following each Determination Date.


 


“Special Servicing
Fee” means, with respect to each Specially Serviced Mortgage Loan and REO Loan (other than an REO Loan that was a
Non-Serviced Mortgage Loan), an amount accrued during any Mortgage Loan Accrual Period at the Special Servicing Fee Rate on the
same balance, in the same manner and for the same number of days as interest at the applicable Mortgage Rate accrued with respect
to such Specially Serviced Mortgage Loan or REO Loan, as the case may be, during such related Mortgage Loan Accrual Period; provided
that such amounts shall be prorated for partial periods (including by reason of a Mortgage Loan, Serviced B Note or Serviced Companion
Loan being a Specially Serviced Mortgage Loan or REO Loan for only part of a related Mortgage Loan Accrual Period).


 


“Special Servicing
Fee Rate” means, with respect to each Specially Serviced Mortgage Loan and REO Loan (other than an REO Loan that
was a Non-Serviced Mortgage Loan), 0.25% per annum (or, if such rate would result in a Special Servicing Fee that would
be less than $2,000 in any given month, such higher rate as would result in a Special Servicing Fee equal to $2,000 for such month).


 


“Special Servicing
Officer” means any officer or employee of the Special Servicer involved in, or responsible for, the administration
and servicing of the Specially Serviced Mortgage Loans whose name and specimen signature appear on a list of servicing officers
or employees furnished to the Trustee, the Custodian, the Certificate Administrator, the Trust Advisor and the Master Servicer
by the Special Servicer signed by an officer of the Special Servicer, as such list may from time to time be amended.


 






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“Specially Serviced
Mortgage Loan” means, as of any date of determination, any Mortgage Loan (other than any Non-Serviced Mortgage Loan),
Serviced Companion Loan or Serviced B Note with respect to which the Master Servicer has notified the parties set forth in Section
8.1(b) that a Servicing Transfer Event has occurred, and the Special Servicer has received all information, documents and records
relating to such Mortgage Loan, Serviced Companion Loan or Serviced B Note as reasonably requested by the Special Servicer to enable
it to assume its duties with respect to such Mortgage Loan, Serviced Companion Loan or Serviced B Note. A Specially Serviced Mortgage
Loan shall cease to be a Specially Serviced Mortgage Loan from and after the date on which the Special Servicer notifies the parties
set forth in Section 8.1(b), that such Mortgage Loan has become a Rehabilitated Mortgage Loan with respect to all applicable
Servicing Transfer Events and the Master Servicer has received all information, documents and records reasonably requested by it
to enable it to perform its servicing duties in respect of such Mortgage Loan, unless and until the Master Servicer notifies the
parties set forth in Section 8.1(b) that another Servicing Transfer Event with respect to such Mortgage Loan, Serviced Companion
Loan or Serviced B Note exists or occurs.


 


“Standard Hazard
Insurance Policy” means a fire and casualty extended coverage insurance policy in such amount and with such coverage
as required by this Agreement.


 


“Startup Day”
means, with respect to each of REMIC I, REMIC II and REMIC III, the day designated as such in Section 12.1(b).


 


“Stated Principal
Balance” means, with respect to any Mortgage Loan (including an REO Mortgage Loan), as of any date of determination,
for purposes of performing various calculations under this Agreement, an amount equal to the Cut-Off Date Principal Balance thereof
(or, in the case of a Qualifying Substitute Mortgage Loan, the outstanding principal balance thereof as of the date of substitution
after taking into account all payment made or due during or prior to the month of substitution), as permanently reduced on each
Distribution Date (to not less than zero) by (i) that portion, if any, of the Principal Distribution Amount for such Distribution
Date described in clause (I)(A) of the definition of “Principal Distribution Amount” that is allocable to such
Mortgage Loan, and (ii) any Realized Principal Loss incurred in respect of such Mortgage Loan during the related Collection Period
(provided that, if some or all of a Realized Principal Loss constitutes an Advance that previously reduced the Stated Principal
Balance thereof by operation of clause (i) above, then the amount of that Advance included in such Realized Principal Loss
shall not further reduce the Stated Principal Balance thereof under this clause (ii), and provided that, for purposes
of allocating Collateral Support Deficits to the respective Classes of the Principal Balance Certificates, a Realized Principal
Loss shall not include any Trust Advisor Expense that has not been allocated pursuant to Section 6.11). Notwithstanding
the foregoing, if a Cash Liquidation, a Principal Prepayment in full, a discounted payoff or an REO Disposition occurs in respect
of any Mortgage Loan or any related REO Property, or, if any Mortgage Loan or any related REO Property is otherwise removed from
the Trust, then the “Stated Principal Balance” thereof (including an REO Mortgage Loan) shall be zero commencing as
of the first (1st) Distribution Date following the end of the applicable Collection Period in which such event occurred.
The “Stated Principal Balance” of any B Note, Serviced Companion Loan or Non-Serviced Companion Loan shall equal its
Unpaid Principal Balance as only reduced on each Distribution Date in accordance with the definition of “Unpaid


 



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Principal
Balance” by principal amounts collected and/or losses incurred during the related Collection Period.


 


“Subcontractor”
means any vendor, subcontractor or other Person that is not responsible for the overall servicing 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, an Additional Servicer or a sub-servicer.


 


“Subordinate
Certificates” means, collectively, the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and
Class J Certificates.


 


“Subordinate
Control Period” means any period when the Aggregate Certificate Balance of the Class G Certificates (as notionally
reduced by any Appraisal Reductions allocable to such Class in accordance with Section 6.9) is at least 25% of the initial
Aggregate Certificate Balance of the Class G Certificates; provided, that if at any time the Aggregate Certificate Balance
of the Principal Balance Certificates (other than the Class F Certificates and the Control Eligible Certificates) has been reduced
to zero as a result of the allocation of principal payments on the Mortgage Loans, a Subordinate Control Period shall be deemed
to be in effect, provided, further, that with respect to any Excluded Mortgage Loan, any Controlling Class Certificates
owned by a related Borrower Party will be deemed not to be outstanding with respect to such Excluded Mortgage Loan (including for
purposes of appointing the Special Servicer for such Excluded Mortgage Loan) and the consent of any related Borrower Party with
respect to such Excluded Mortgage Loan shall not be required with respect to any actions that would otherwise require the consent
of the Controlling Class Representative.


 


“Sub-Servicer”
means any Person that (1) is a Servicing Function Participant, (2) Services the assets of the Trust on behalf of (a) the Trust,
(b) the Master Servicer, (c) the Special Servicer, (d) any Additional Servicer, (e) the Certificate Administrator, (f) the Custodian
or (g) any other Person that otherwise constitutes a “Sub-Servicer” under Regulation AB, and (3) is responsible for
the performance (whether directly or through sub-servicers or Subcontractors) of Servicing functions that are required to be performed
by the Trust, the Certificate Administrator, the Master Servicer, the Special Servicer or any Additional Servicer under this Agreement
or any sub-servicing agreement (including any primary servicing agreement) and are identified in Item 1122(d) of Regulation AB.


 


“Successful Bidder”
has the meaning set forth in Section 8.29(d).


 


“Surviving Sub-Servicer”
has the meaning set forth in Section 8.4(a).


 


“TA Unused Fees”
means any amounts in the nature of Trust Advisor Fees that were otherwise payable, as provided in this Agreement, to a Trust Advisor
that has been terminated or resigned, if and to the extent such amounts are not payable to a replacement trust advisor.


 


“TA Unused Fees
Reserve Account” means the TA Unused Fees Reserve Account maintained by the Certificate Administrator in accordance
with the provisions of Section 5.3, which shall be a subaccount of an Eligible Account.


 






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“Tax Matters
Person” means the person designated as the “tax matters person” of each REMIC Pool pursuant to Treasury
Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1.


 


“Termination
Price” has the meaning set forth in Section 11.1(b).


 


“Third Party
Reports” means, with respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase
II environmental report, seismic report or property condition report, if any.


 


“Threshold Event
Collateral” means, with respect to any A/B Whole Loan or Loan Pair, any additional collateral posted by the holder
of a related Serviced B Note under the related Intercreditor Agreement so as to enable such holder to remain the Loan-Specific
Directing Holder with respect to such A/B Whole Loan or Loan Pair, as and to the extent provided for in the related Intercreditor
Agreement.


 


“TIA”
means the Trust Indenture Act of 1939.


 


“TIA Applicability
Determination” shall have the meaning set forth in Section 14.20 of this Agreement.


 


“Title Insurance
Policy” means a title insurance policy maintained with respect to a Mortgage Loan issued on the date of origination
of the related Mortgage Loan.


 


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


 


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


 


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


 


“Trust”
means the trust created pursuant to this Agreement, the assets of which (the “Trust Fund”) consist of all the
assets of REMIC I (including the Mortgage Loans (other than Excess Interest), such amounts related thereto as shall from time to
time be held in the Collection Account, the Distribution Account, the Reserve Accounts, the Insurance Policies, any REO Properties
or beneficial interests therein and other items referred to in Section 2.1(a) hereof); REMIC II; REMIC III; and the Excess
Interest Sub-account and any Excess Interest on the Mortgage Loans. The Trust shall not include any Non-Serviced Companion Loan,
any B Note, any interest of the holders of a B Note, any A/B Whole Loan Custodial Account, any Serviced Companion Loan, any interest
of the holders of a Serviced Companion Loan or any Serviced Companion Loan Custodial Account. For the avoidance of doubt, no UBSRES
Seller Defeasance Rights and Obligations, BANA Lender Successor Borrower Right, or MSMCH Seller Defeasance Rights and Obligations
is an asset of the Trust.


 


“Trust Advisor”
means Situs Holdings, LLC, or its successor in interest, or any successor Trust Advisor appointed as herein provided.


 






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“Trust Advisor
Annual Report” has the meaning set forth in Section 10.5(a)(iv).


 


“Trust Advisor
Consulting Fee” means a fee for each Major Decision as to which the Trust Advisor has consulting rights equal to
$10,000 with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan, the Grove City Premium Outlets Mortgage Loan
and the Gulfport Premium Outlets Mortgage Loan) or related A/B Whole Loan or Loan Pair, as applicable, or such lesser amount as
the related Mortgagor agrees to pay, payable pursuant to Section 5.2(a)(iv) of this Agreement; provided, that the
aggregate amount of such Trust Advisor Consulting Fees with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or related A/B Whole Loan or Loan Pair, as applicable, may not exceed $10,000 in any calendar year; provided, further,
that no such fee shall be payable unless paid by the related Mortgagor. The Trust Advisor may in its sole discretion reduce the
Trust Advisor Consulting Fee with respect to any Major Decision. The Master Servicer or Special Servicer, as applicable, may waive
or reduce the amount of any 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 with the Trust Advisor prior to any such waiver or reduction. No Trust Advisor Consulting Fee shall be payable with
respect to any B Note, any Non-Serviced Loan Combination, the Grove City Premium Outlets Loan Pair or the Gulfport Premium Outlets
Loan Pair.


 


“Trust Advisor
Expense Interest Shortfall” means, with respect to each Class of the Class B, Class C, Class D and Class E Certificates
for any Distribution Date, the aggregate amount of Trust Advisor Expenses allocated to such Class to reduce interest payments thereon
on any prior Distribution Date (including as a payment to a more senior Class of Certificates in respect of interest shortfalls
created by previously allocated Trust Advisor Expenses), to the extent not previously reimbursed to such Class pursuant to Section
6.5(a), 6.5(c) and/or Section 6.11(c).


 


“Trust Advisor
Expenses” means, with respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts
or expenses payable to the Trust Advisor pursuant to this Agreement (other than the Trust Advisor Fee and other than any such indemnification
amounts and expenses payable out of the TA Unused Fees Reserve Account and/or Actual Recoveries of Trust Advisor Expenses); provided
that any increase in the Trust Advisor Fee that is payable out of the assets of the Trust (to the extent that such increase arises
out of an increase in the per annum rate at which, or any other change to the manner in which, the Trust Advisor Fee is
calculated) shall constitute a Trust Advisor Expense if such increase is effected without the consent of the Holders of Certificates
representing 66-2/3% of the Voting Rights allocable to the Controlling Class.


 


“Trust Advisor
Fee” means, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan, the Grove City Premium
Outlets Mortgage Loan and the Gulfport Premium Outlets Mortgage Loan), including if such Mortgage Loan becomes an REO Mortgage
Loan, for any related Mortgage Loan Accrual Period, an amount accrued at the applicable Trust Advisor Fee Rate during such related
Mortgage Loan Accrual Period on the same principal balance, in the same manner and for the same number of days as interest at the
applicable Mortgage Rate accrued with respect to such Mortgage Loan (or REO Mortgage Loan) during


 



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such Mortgage Loan Accrual Period,
and prorated for partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the
Trust Advisor under this Agreement.


 


“Trust Advisor
Fee Rate” means 0.0013% per annum, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage
Loan, the Grove City Premium Outlets Mortgage Loan and the Gulfport Premium Outlets Mortgage Loan) and any successor REO Mortgage
Loan.


 


“Trust Advisor
Standard” means the performance by the Trust Advisor of any of its obligations under this Agreement solely on behalf
of the Trust in the best interest of, and for the benefit of, the Certificateholders (as a collective whole as if such Certificateholders
constituted a single lender), and not any particular Class of Certificateholders, as determined by the Trust Advisor in the exercise
of its good faith and reasonable judgment.


 


“Trust Advisor
Termination Event” has the meaning set forth in Section 10.12(a).


 


“Trust Fund”
has the meaning set forth in the definition of “Trust”.


 


“Trust Mortgage
File” means the mortgage documents listed in the definition of “Mortgage File” hereof pertaining to a
particular Mortgage Loan (and, if applicable, the related Serviced Companion Loan and the related Serviced B Note) and any additional
documents required to be added to the Mortgage File pursuant to this Agreement; provided that whenever the term “Trust
Mortgage File” is used to refer to documents actually received by the Custodian (on behalf of the Trustee), such terms shall
not be deemed to include such documents required to be included therein unless they are actually so received.


 


“Trustee”
means Wells Fargo Bank, National Association, as trustee, or its successor-in-interest, or if any successor trustee or any co-trustee
shall be appointed as herein provided, then “Trustee” shall also mean such successor trustee (subject to Section
7.7 hereof) and such co-trustee (subject to Section 7.9 hereof), as the case may be.


 


“Trustee Fee”
means the portion of the Certificate Administrator Fee payable to the Trustee in an amount agreed to between the Trustee and the
Certificate Administrator.


 


“Trustee Indemnification
Agreement” means that certain indemnification agreement, dated the Pricing Date, between the Trustee, the Depositor,
the Initial Purchasers and the Underwriters, which agreement may be the same agreement as the Certificate Administrator Indemnification
Agreement, if the Certificate Administrator and the Trustee are the same entity.


 


“UBSRES”
has the meaning set forth in the Preliminary Statement hereto.


 


“UBSRES Loans”
means, collectively, those Mortgage Loans sold to the Depositor pursuant to Mortgage Loan Purchase Agreement I and shown on Schedule
I hereto (or, with respect to any Joint Mortgage Loan, UBSRES’ pro rata share of such Joint Mortgage Loans
based on UBSRES’ percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage
Loan).


 






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“UBSRES Seller
Defeasance Rights and Obligations” has the meaning set forth in Section 8.3(h) hereof.


 


“Unallocable
Modification Fee” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B
Whole Loan or Loan Pair as to which a Modification Fee is collected, the lesser of (i) such Modification Fee, and (ii) 0.75% of
the Unpaid Principal Balance of such Mortgage Loan, A/B Whole Loan or Loan Pair immediately following the related restructuring,
modification, extension, waiver or amendment in connection with which such Modification Fee was collected.


 


“Underwriter”
means each of Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Drexel
Hamilton, LLC, and, in each such case, its respective successor in interest.


 


“United States
Tax Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent provided
in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any state of
the United States or the District of Columbia, an estate whose income is subject to United States federal income tax regardless
of the source of its income, 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 United States 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 United States Tax Persons). A person not described in the immediately preceding sentence shall nevertheless be
treated as a United States Tax Person if (i) in the hands of such person the income from a Class R Certificate is effectively connected
with the conduct of a trade or business within the United States and such person has furnished the transferor and the Certificate
Registrar with an effective IRS Form W-8ECI or other prescribed form or (ii) if in connection with the proposed transfer of a 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.


 


“Unliquidated
Advance” means any Advance previously made by a party hereto that has been previously reimbursed to that party by
the Trust as part of a Workout-Delayed Reimbursement Amount pursuant to subsection (iii) of Section 5.2(a)(II),
but that has not been recovered from the Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan or REO
Property in respect of which the Advance was made.


 


“Unpaid Interest”
means: (a) with respect to any REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest for any
Distribution Date subsequent to the initial Distribution Date, the portion of Distributable Interest for such REMIC I Regular Interest,
REMIC II Regular Interest or Class X REMIC III Regular Interest, as the case may be, remaining unpaid as the close of business
on the preceding Distribution Date; and (b) with respect to any Class of REMIC III Regular Certificates, the portion of Distributable
Certificate Interest for such Class remaining unpaid as of the close of business on the preceding Distribution Date. For avoidance
of doubt, “Unpaid Interest” shall not include any reductions in Distributable Certificate Interest in respect of the
Class B, Class C, Class D or Class E Certificates as a result of the allocation of Trust Advisor Expenses, except to the extent
that there


 



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are Actual Recoveries of Trust Advisor Expenses allocated to such Class pursuant to Section 6.11(c) in respect
of such reductions in Distributable Certificate Interest.


 


“Unpaid Principal
Balance” means, with respect to any Mortgage Loan, Serviced Companion Loan, Non-Serviced Companion Loan or B Note
(including a Mortgage Loan, Serviced Companion Loan, Non-Serviced Companion Loan or B Note that relates to an REO Property), as
of any date of determination, an amount equal to the Cut-Off Date Principal Balance of such Mortgage Loan, Serviced Companion Loan,
Non-Serviced Companion Loan or B Note (or, in the case of a Qualifying Substitute Mortgage Loan, the unpaid principal balance thereof
outstanding as of the date of substitution after taking into account all principal and interest payments made or due during or
prior to the month of substitution), reduced (to not less than zero) by (i) any payments or other collections of amounts allocable
to principal with respect to such Mortgage Loan, Serviced Companion Loan, Non-Serviced Companion Loan or B Note that have been
collected or received on or prior to such date of determination, other than any Scheduled Payments due subsequent to such date
of determination, and (ii) any Realized Principal Loss (or the equivalent) incurred in respect of such Mortgage Loan, Serviced
Companion Loan, Non-Serviced Companion Loan or B Note.


 


“Voting Rights”
means the portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates.
At all times during the term of this Agreement, the percentage of the Voting Rights assigned to each Class shall be: (a) in the
case of the Class V and Class R Certificates, 0%; (b) in the case of any Class of Class X Certificates, a percentage equal to the
product of (i) 1%, multiplied by (ii) a fraction, the numerator of which is the Notional Amount of such Class and the denominator
of which is the aggregate of the Notional Amounts of all Classes of the Class X Certificates; and (c) in the case of any Class
of Principal Balance Certificates, a percentage equal to the product of (i) 99% multiplied by (ii) a fraction, the numerator of
which is equal to the Aggregate Certificate Balance of such Class and the denominator of which is equal to the Aggregate Certificate
Balance of all Classes of Principal Balance Certificates; provided that, if the vote relates to the termination of the Special
Servicer pursuant to Section 9.30 or the Trust Advisor pursuant to Section 10.12, the allocation of Voting Rights
among the respective Classes of Principal Balance Certificates pursuant to clause (c) of this definition shall be based
on the Aggregate Certificate Balance of each Class of Principal Balance Certificates as notionally reduced by any Appraisal Reductions
allocated to such Class. The Voting Rights of any Class of Certificates shall be allocated among Holders of Certificates of such
Class in proportion to their respective Percentage Interests.


 


“Weighted Average
REMIC I Net Mortgage Rate” means, with respect to any Distribution Date, the weighted average of the REMIC I Net
Mortgage Rates for the REMIC I Regular Interests, weighted on the basis of their respective REMIC I Principal Amounts as of the
close of business on the preceding Distribution Date.


 


“WHFIT”
means 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”
means Treasury Regulations section 1.671-5, as amended.


 






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


 


“Workout-Delayed
Reimbursement Amount” has the meaning set forth in subsection (II)(i) of Section 5.2(a).


 


“Workout Fee”
means a fee payable with respect to any Rehabilitated Mortgage Loan, equal to the lesser of (1) $1,000,000 in the aggregate with
respect to any particular workout of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) that is a Specially Serviced Mortgage
Loan and (2) the product of (x) 1.0% and (y) the amount of each collection of interest (other than default interest and any Excess
Interest) and principal received (including any Condemnation Proceeds or Insurance Proceeds received and applied as a collection
of such interest and principal) on such Mortgage Loan (including, for this purpose, any related Serviced Companion Loan or Serviced
B Note, as applicable), for so long as it remains a Rehabilitated Mortgage Loan; provided, that the Workout Fee with respect
to any Rehabilitated Mortgage Loan shall be reduced by the amount of any Excess Modification Fees actually received by the Special
Servicer as additional servicing compensation (i) with respect to the related Mortgage Loan, Serviced Companion Loan or Serviced
B Note, as applicable, at any time within the prior eighteen (18) months in connection with each modification, restructure, extension,
waiver or amendment that constituted a modification of the related Mortgage Loan, Loan Pair or A/B Whole Loan while the Mortgage
Loan or the related Serviced Companion Loan or Serviced B Note, as applicable, was a Specially Serviced Mortgage Loan and (ii)
with respect to the related Mortgage Loan, Serviced Companion Loan or Serviced B Note, as applicable, at any time within the prior
nine (9) months in connection with each modification, restructure, extension, waiver or amendment that constitutes a modification
of the related Mortgage Loan, Loan Pair or A/B Whole Loan while the Mortgage Loan or the related Serviced Companion Loan or Serviced
B Note, as applicable, was a Non-Specially Serviced Mortgage Loan, but, in each case, only to the extent those Excess Modification
Fees have not previously been deducted from a Workout Fee or Liquidation Fee. Notwithstanding the foregoing, if a Mortgage Loan
or Serviced Companion Loan becomes a Specially Serviced Mortgage Loan only because of an event described in clause (i) of the definition
of “Servicing Transfer Event” as a result of payment default on the related maturity date and the related collection
of principal and interest is received within three (3) months following the related maturity date as a result of the related
Mortgage Loan or Serviced Companion Loan being refinanced or otherwise repaid in full, the Special Servicer shall not be entitled
to collect a Workout Fee out of the proceeds received in connection with such workout if such fee would reduce the amount available
for distributions to Certificateholders, but the Special Servicer may collect from the related Mortgagor and retain (x) a workout
fee, (y) such other fees as are provided for in the related Mortgage Loan documents and (z) other appropriate fees in connection
with such workout.


 


“WPC Department
Store Portfolio Directing Holder” means the “Controlling Note Holder” or any analogous term under the
WPC Department Store Portfolio Intercreditor Agreement.


 


“WPC Department
Store Portfolio Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial
holders of the promissory notes comprising the WPC Department Store Portfolio Non-Serviced Loan Combination.


 






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“WPC Department
Store Portfolio Mortgage” means the Mortgage securing the WPC Department Store Portfolio Non-Serviced Loan Combination.


 


“WPC Department
Store Portfolio Mortgage Loan” means the Mortgage Loan evidenced by the promissory note designated “Note A-1”
and identified as “WPC Department Store Portfolio” on the Mortgage Loan Schedule and that is pari passu in right
of payment with the WPC Department Store Portfolio Non-Serviced Companion Loan to the extent set forth in the WPC Department Store
Portfolio Intercreditor Agreement. The WPC Department Store Portfolio Mortgage Loan is a “Mortgage Loan.”


 


“WPC Department
Store Portfolio Non-Serviced Companion Loan” means, collectively, the promissory notes designated as “Note
A-2” and “Note A-3” that are not included in the Trust and are pari passu in right of payment with the
WPC Department Store Portfolio Mortgage Loan to the extent set forth in the WPC Department Store Portfolio Intercreditor Agreement.
The WPC Department Store Portfolio Non-Serviced Companion Loan is not a “Mortgage Loan.”


 


“WPC Department
Store Portfolio Non-Serviced Loan Combination” means, collectively, the WPC Department Store Portfolio Mortgage Loan
and the WPC Department Store Portfolio Non-Serviced Companion Loan.


 


Section 1.2      Calculations
Respecting Mortgage Loans.


 


(a)          Calculations
required to be made by the Certificate Administrator pursuant to this Agreement with respect to any Mortgage Loan, Serviced Companion
Loan or Serviced B Note shall be made based upon current information as to the terms of such Mortgage Loan, Serviced Companion
Loan and Serviced B Note and reports of payments received from the Master Servicer on such Mortgage Loan, Serviced Companion Loan
and Serviced B Note and payments to be made to the Certificate Administrator as supplied to the Certificate Administrator by the
Master Servicer. The Certificate Administrator shall not be required to recompute, verify or recalculate the information supplied
to it by the Master Servicer and may conclusively rely upon such information in making such calculations. If, however, a Responsible
Officer of the Certificate Administrator has actual knowledge of an error in the calculations, the Certificate Administrator shall
inform the Master Servicer of such error.


 


(b)          All
amounts collected by or on behalf of the Trust in respect of any Mortgage Loan (other than an REO Mortgage Loan) in the form of
payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (exclusive, if applicable,
in the case of an A/B Whole Loan or Loan Pair, of any amounts payable to the holder of the related Serviced B Note or Serviced
Companion Loan, as applicable, pursuant to the related Intercreditor Agreement) shall be allocated to amounts due and owing thereunder
(including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Loan
documents and Intercreditor Agreement; provided, in the absence of such express provisions or if and to the extent that
such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after
an event of default under the related Mortgage Loan, all such amounts collected (exclusive, if applicable, in the case of an A/B
Whole Loan or Loan Pair, of any amounts payable 


 



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to the holder of the related Serviced B Note
or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement) shall be deemed to be allocated for
purposes of collecting amounts due under the Mortgage Loan in the following order of priority:


 


(i)          as
a recovery of any unreimbursed Advances with respect thereto and unpaid interest on all Advances and, if applicable, unreimbursed
and unpaid Additional Trust Expenses with respect thereto;


 


(ii)        as
a recovery of Nonrecoverable Advances with respect thereto and any interest thereon to the extent previously reimbursed or paid,
as the case may be, from collections on other Mortgage Loans (including REO Mortgage Loans);


 


(iii)       to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest thereon (exclusive
of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest thereon at the related
Mortgage Rate to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full monthly payment
from the related Mortgagor, through the related Due Date), over (B) the cumulative amount of the reductions (if any) in the amount
of related P&I Advances therefor that have theretofore occurred under this Agreement in connection with Appraisal Reductions
(to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant to clause (v)
below on earlier dates);


 


(iv)       to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal thereof then due and owing,
including by reason of acceleration thereof following a default thereunder (or, if such Mortgage Loan has been liquidated, as a
recovery of principal to the extent of its entire remaining Unpaid Principal Balance);


 


(v)        as
a recovery of accrued and unpaid interest thereon to the extent of the cumulative amount of the reductions (if any) in the amount
of related P&I Advances therefor that have theretofore occurred under this Agreement in connection with related Appraisal Reductions
(to the extent that collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause (v)
on earlier dates);


 


(vi)       as
a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items relating thereto;


 


(vii)      as
a recovery of any other reserves to the extent then required to be held in escrow with respect thereto;


 


(viii)     as
a recovery of any Prepayment Premiums then due and owing thereunder;


 


(ix)       as
a recovery of any Default Interest or Late Fees then due and owing thereunder;


 


(x)        as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing thereunder;


 






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(xi)       as
a recovery of any other amounts then due and owing thereunder other than remaining unpaid principal and other than, if applicable,
accrued and unpaid Excess Interest (provided that if both consent fees and Trust Advisor Consulting Fees are due and owing, first,
allocated to consent fees and then, allocated to Trust Advisor Consulting Fees);


 


(xii)      as
a recovery of any remaining principal thereof, to the extent of its entire remaining Unpaid Principal Balance; and


 


(xiii)     in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that, to the extent required
under the REMIC Provisions, payments or proceeds received with respect to any partial release of a Mortgaged Property if, immediately
following such release, the loan-to-value ratio of the related Mortgage Loan exceeds 125% (based solely on the value of real property
and excluding personal property and going concern value, if any), must be allocated to reduce the principal balance of the Mortgage
Loan in the manner permitted by such REMIC Provisions.


 


(c)          Collections
by or on behalf of the Trust in respect of the REO Property (exclusive of amounts to be allocated to the payment of the costs of
operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of an A/B Whole Loan
or a Loan Pair, exclusive of any amounts payable to the holder of the related Serviced B Note or Serviced Companion Loan, as applicable,
pursuant to the related Intercreditor Agreement) shall be deemed allocated for purposes of collecting amounts due under the related
REO Mortgage Loan in the following order of priority:


 


(i)         as
a recovery of any unreimbursed Advances with respect thereto and unpaid interest on all Advances and, if applicable, unreimbursed
and unpaid Additional Trust Expenses with respect thereto;


 


(ii)        as
a recovery of Nonrecoverable Advances with respect thereto and any interest thereon to the extent previously reimbursed or paid,
as the case may be, from collections on other Mortgage Loans (including REO Mortgage Loans);


 


(iii)       to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest thereon (exclusive
of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest thereon at the related
Mortgage Rate to, but not including, the Due Date in the Collection Period in which such collections were received, over (B) the
cumulative amount of the reductions (if any) in the amount of related P&I Advances therefor that have theretofore occurred
under this Agreement in connection with Appraisal Reductions (to the extent that collections have not been allocated as a recovery
of accrued and unpaid interest pursuant to clause (v) below or Section 1.2(b)(v) on earlier dates);


 


(iv)       to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal thereof to the extent of its
entire unpaid principal balance;


 






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(v)        as
a recovery of accrued and unpaid interest thereon to the extent of the cumulative amount of the reductions (if any) in the amount
of related P&I Advances therefor that have theretofore occurred under this Agreement in connection with related Appraisal Reductions
(to the extent that collections have not theretofore been allocated as a recovery of accrued and unpaid interest pursuant to this
clause (v) or Section 1.2(b)(v) on earlier dates);


 


(vi)       as
a recovery of any Prepayment Premiums then due and owing thereunder;


 


(vii)      as
a recovery of any Default Interest or Late Fees then due and owing thereunder;


 


(viii)     as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing thereunder;


 


(ix)       as
a recovery of any other amounts then due and owing thereunder other than, if applicable, accrued and unpaid Excess Interest (provided
that if both consent fees and Trust Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Trust Advisor Consulting Fees); and


 


(x)        in
the case of an REO Mortgage Loan that is an ARD Mortgage Loan after the related Anticipated Repayment Date, any accrued but unpaid
Excess Interest.


 


(d)          The
applications of amounts received in respect of any Mortgage Loan pursuant to subsection (b) of this Section 1.2 shall
be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect
of any REO Mortgage Loan or any REO Property pursuant to subsection (c) of this Section 1.2 shall be determined by
the Special Servicer in accordance with the Servicing Standard.


 


(e)          All
net present value calculations and determinations made hereunder with respect to the Mortgage Loans or a Mortgaged Property or
REO Property (including for purposes of the definition of “Servicing Standard”) shall be made using the Calculation
Rate.


 


Section 1.3       Calculations
Respecting Accrued Interest. Accrued interest on any Certificate shall be calculated on a 30/360 Basis. Pass-Through Rates
shall be carried out to eight (8) decimal places, rounded if necessary. All dollar amounts calculated hereunder shall be rounded
to the nearest penny.


 


Section 1.4      Interpretation.


 


(a)          Whenever
the Agreement refers to a Distribution Date and a “related” Collection Period, Determination Date, Distribution Date
Statement, Due Date, Interest Accrual Period, Master Servicer Remittance Date, Record Date, Report Date or Special Servicer Remittance
Date, such reference shall be to the Collection Period, Determination Date, Distribution Date Statement, Due Date, Interest Accrual
Period, Master Servicer Remittance Date, Record Date, Report Date or Special Servicer Remittance Date, as applicable, immediately
preceding (or, in the case of a period, most recently ended prior to) such Distribution Date.


 






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(b)          As
used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined
in Section 1.1 shall have the respective meanings given to them under generally accepted accounting principles or regulatory
accounting principles, as applicable.


 


(c)          The
words “hereof,” “herein” and “hereunder,” and words of similar import, when used in this Agreement,
shall refer to this agreement as a whole and not to any particular provision of this Agreement, and references to Sections, Schedules
and Exhibits contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise
specified.


 


(d)          Whenever
a term is defined herein, the definition ascribed to such term shall be equally applicable to both the singular and plural forms
of such term and to masculine, feminine and neuter genders of such term.


 


(e)          References
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement.


 


(f)          A
reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions.


 


(g)          The
terms “include”, includes” or “including” shall mean without limitation by reason of enumeration.


 


(h)          This
Agreement is the result of arm’s-length negotiations between the parties and has been reviewed by each party hereto and its
counsel. Each party agrees that any ambiguity in this Agreement shall not be interpreted against the party drafting the particular
clause which is in question.


 


Section 1.5          ARD
Loans.  Notwithstanding any provision of this Agreement:


 


(a)          With
respect to any ARD Loans, the Excess Interest accruing as a result of the step-up in the Mortgage Rate upon failure of the related
Mortgagor to pay the principal due on the Anticipated Repayment Date as specifically provided for in the related Mortgage Note
shall not be taken into account for purposes of the definitions of “Appraisal Reduction,” “Assumed Scheduled
Payment,” “Mortgage Rate,” “Prepayment Premium,” “Prepayment Interest Shortfall,” “Prepayment
Interest Excess,” “Purchase Price” and “Realized Loss.”


 


(b)          Excess
Interest on the ARD Mortgage Loans shall constitute an asset of the Trust but not an asset of any REMIC Pool.


 


(c)          Neither
the Master Servicer nor the Special Servicer shall take any enforcement action with respect to the payment of Excess Interest on
any Mortgage Loan unless the taking of such action is consistent with the Servicing Standard and all other amounts due under such
Mortgage Loan have been paid, and, in the good faith and reasonable judgment of the Master Servicer and the Special Servicer, as
the case may be, the Liquidation Proceeds expected


 



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to be recovered in connection with such enforcement action will cover the anticipated
costs of such enforcement action and, if applicable, any associated interest thereon.


 


(d)          Neither
Liquidation Fees nor Workout Fees shall be deemed to be earned on Excess Interest, nor shall Excess Interest be included as part
of any servicing compensation.


 


(e)          With
respect to an ARD Mortgage Loan, after its Anticipated Repayment Date, the Master Servicer or the Special Servicer, as the case
may be, shall be permitted, in its discretion, to waive in accordance with and subject to Section 8.18 and Section 9.5
hereof, all or any accrued Excess Interest if, prior to the related Maturity Date, the related Mortgagor has requested the right
to prepay the Mortgage Loan in full together with all payments required by the Mortgage Loan in connection with such prepayment
except for all or a portion of accrued Excess Interest, provided that the Master Servicer’s or the Special Servicer’s
determination to waive the right to such accrued Excess Interest is in accordance with the Servicing Standard and with Section
8.18 and Section 9.5 hereof. The Master Servicer or the Special Servicer, as the case may be, will have no liability
to the Trust, the Certificateholders or any other person so long as such determination is based on such criteria.


 


(f)          With
respect to an ARD Mortgage Loan, the Master Servicer or Special Servicer, as the case may be, may (but, consistent with the Servicing
Standard, shall not be obligated to) take action to enforce the Trust’s right to apply excess cash flow to principal in accordance
with the terms of the Mortgage Loan documents.


 


Section 1.6          Certain
Matters with Respect to Loan Pairs, A/B Whole Loans and Non-Serviced Loan Combinations.


 


(a)          The
parties hereto acknowledge that, pursuant to the related Intercreditor Agreement, if a Serviced Pari Passu Mortgage Loan or A Note,
as applicable, is no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the holder of such
Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall negotiate one or more new servicing agreements with the Master
Servicer (or, if applicable, a Surviving Sub-Servicer) and the Special Servicer, provided that, prior to entering into any
such new servicing agreement, the new holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall provide
to the holder of the related Serviced Companion Loan and/or Serviced B Note copies of written communications provided to each NRSRO
then rating any securitization relating to such Serviced Companion Loan and/or Serviced B Note notifying such NRSROs of such new
servicing agreement; provided, that prior to such time the Master Servicer (or, if applicable, a Surviving Sub-Servicer)
and the Special Servicer shall continue to service the related Loan Pair and/or A/B Whole Loan to the extent provided in the related
Intercreditor Agreement. The parties hereto further acknowledge that if a Serviced Pari Passu Mortgage Loan or A Note, as applicable,
is no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the Master Servicer shall have
no further obligation to make P&I Advances with respect to such Serviced Pari Passu Mortgage Loan or A Note, as applicable.


 


(b)          For
the avoidance of doubt and subject to subsection (a) above, the parties acknowledge that the rights and duties of each
of the Master Servicer and the Special Servicer under Article VIII and Article IX and the obligation of the
Master Servicer to make Advances,


 



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insofar as such rights, duties and obligations relate to any A/B Whole Loan (including both the related A Note
and the related Serviced B Note) or Loan Pair, shall terminate upon the earliest to occur of the following with respect to such
A/B Whole Loan or Loan Pair, as the case may be: (i) any repurchase of or substitution for the related A Note or Serviced Pari
Passu Mortgage Loan by the applicable Seller pursuant to Section 2.3; (ii) any purchase of the related A Note or Serviced
Pari Passu Loan by the owner of the related Serviced B Note or Serviced Companion Loan pursuant to the terms of the related Intercreditor
Agreement; and (iii) any payment in full of any and all amounts due (or deemed due) under the related A Note or Serviced Pari Passu
Mortgage Loan (or its successor REO Mortgage Loan) including amounts to which the holder of such A Note or Serviced Pari Passu
Mortgage Loan is entitled under the related Intercreditor Agreement; provided, that this statement shall not limit (A) the
duty of the Master Servicer or the Special Servicer to deliver or make available the reports otherwise required of it hereunder
with respect to the Collection Period in which such event occurs or (B) the rights of the Master Servicer or the Special Servicer
that may otherwise accrue or arise in connection with the performance of its duties hereunder with respect to such A/B Whole Loan
or Loan Pair prior to the date on which such event occurs.


 


(c)          In
connection with any purchase described in clause (ii) of Section 1.6(b) or an event described in clause (iii)
of Section 1.6(b), the Custodian, the Master Servicer and the Special Servicer shall each tender to (in the case of a purchase
under such clause (ii)) the related purchaser (provided that the related purchaser shall have paid the full amount
of the applicable purchase price) or (in the case of such clause (iii)) to the holder of the related Serviced Companion
Loan or Serviced B Note (if then still outstanding), after delivery to them of a receipt executed by such purchaser or holder,
all portions of the Mortgage File and other documents pertaining to such Loan Pair or A/B Whole Loan, as applicable, possessed
by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or
appropriate to such purchaser or holder (or the designee of such purchaser or holder) in the same manner, and pursuant to appropriate
forms of assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the
Trustee by the related Seller, but in any event, without recourse, representation or warranty; provided that such tender
by such party shall be conditioned upon its receipt from the Master Servicer of a Request for Release. The Master Servicer shall,
and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder any deposits then held in
an Escrow Account relating to the applicable A/B Whole Loan or Loan Pair. If a Serviced Pari Passu Mortgage Loan, the related Serviced
Companion Loan and any related Serviced B Note or an A Note and the related Serviced B Note are then REO Loans, then the Special
Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder, in each
case, to the extent not needed to pay or reimburse the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator
or the Trustee in accordance with this Agreement, deposits then held in the REO Account insofar as they relate to the related REO
Property.


 


(d)          If
an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the Trustee,
the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any REMIC or grantor
trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions
or provisions relating to the grantor trust or


 



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the actual payment of any REMIC tax or expense or grantor trust tax or expense with
respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from,
or otherwise charged against the holder of any Serviced Companion Loan or Serviced B Note and such holder shall not suffer any
adverse consequences as a result of the payment of such expense.


 


(e)          With
respect to the 525 Seventh Avenue Loan Pair, the parties hereto acknowledge and agree that the 525 Seventh Avenue Mortgage Loan
is pari passu in right of payment with the 525 Seventh Avenue Serviced Companion Loan to the extent set forth in the 525
Seventh Avenue Intercreditor Agreement. At no time shall any holder of the 525 Seventh Avenue Serviced Companion Loan be the Loan-Specific
Directing Holder for the 525 Seventh Avenue Loan Pair; provided, that, the holder of the 525 Seventh Avenue Serviced Companion
Loan shall have certain limited non-binding consultation rights (and the Master Servicer or the Special Servicer, as appropriate
in light of the circumstances, shall use reasonable efforts to consult with such holder to the extent such holder requests consultation)
as and to the extent set forth in the 525 Seventh Avenue Intercreditor Agreement.


 


(f)          With
respect to the Ellenton Premium Outlets Loan Pair, the parties hereto acknowledge and agree that the Ellenton Premium Outlets Mortgage
Loan is pari passu in right of payment with the Ellenton Premium Outlets Serviced Companion Loan to the extent set forth
in the Ellenton Premium Outlets Intercreditor Agreement. At no time shall any holder of the Ellenton Premium Outlets Serviced Companion
Loan be the Loan-Specific Directing Holder for the Ellenton Premium Outlets Loan Pair; provided, that, the holder of the
Ellenton Premium Outlets Serviced Companion Loan shall have certain limited non-binding consultation rights (and the Master Servicer
or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to consult with such holder
to the extent such holder requests consultation) as and to the extent set forth in the Ellenton Premium Outlets Intercreditor Agreement.


 


(g)          The
parties hereto acknowledge and agree that the Grove City Premium Outlets Mortgage Loan is pari passu in right of payment
with the Grove City Premium Outlets Companion Loan to the extent set forth in the Grove City Premium Outlets Intercreditor Agreement.
The Grove City Premium Outlets Directing Holder shall at all times have consent rights and the right to direct the Master Servicer
and Special Servicer (or, on and after the Grove City Premium Outlets Companion Loan Securitization Date, the applicable Non-Serviced
Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer) with respect to the administration of the Grove
City Premium Outlets Loan Pair as and to the extent set forth in the Grove City Premium Outlets Intercreditor Agreement; provided,
that, on and after the Grove City Premium Outlets Companion Loan Securitization Date, the Controlling Class Representative (during
any Subordinate Control Period and any Collective Consultation Period) shall have certain limited non-binding consultation rights
(and the applicable Non-Serviced Mortgage Loan Master Servicer or the applicable Non-Serviced Mortgage Loan Special Servicer, as
appropriate in light of the circumstances, shall be required to consult with the Controlling Class Representative to the extent
the Controlling Class Representative requests consultation in accordance with the terms of the Grove City Premium Outlets Intercreditor
Agreement) as and to the extent set forth in the Grove City Premium Outlets Intercreditor Agreement.


 






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(h)          In
connection with the securitization of the controlling portion of the Grove City Premium Outlets Companion Loan, upon the request
of (and at the expense of) the related Serviced Companion Loan holder, each of the Master Servicer and the Special Servicer, as
applicable, shall use reasonable efforts to cooperate with such Serviced Companion Loan holder in attempting to cause the related
Mortgagor to provide information relating to the Grove City Premium Outlets Loan Pair and the related notes, and that such holder
reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to an Other Securitization
that will include such Serviced Companion Loan.


 


(i)          On
and after the Grove City Premium Outlets Companion Loan Securitization Date, the Grove City Premium Outlets Mortgage Loan and the
Grove City Premium Outlets Companion Loan, collectively, shall be a “Non-Serviced Loan Combination,” the Grove City
Premium Outlets Companion Loan shall be a “Non-Serviced Companion Loan,” and the Grove City Premium Outlets Mortgage
Loan shall be a “Non-Serviced Mortgage Loan.”


 


(j)          On
the Grove City Premium Outlets Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release,
transfer the Mortgage File (other than the promissory note(s) evidencing the Grove City Premium Outlets Mortgage Loan, and any
accompanying allonges, the originals of which shall be retained by the Custodian) for the Grove City Premium Outlets Loan Pair
to the applicable Other Custodian, retain a copy of each such transferred document and otherwise take all actions reasonably necessary
for the transfer of custody of such Mortgage Loan documents to such Other Custodian, (ii) upon receipt of written request and proposed
assignment documentation, the Master Servicer (pursuant to the power of attorney executed by the Trustee pursuant to Section
2.3(b)) shall execute assignment documentation reasonably acceptable to it and reasonably necessary to assign to the Other
Trustee the applicable Mortgage Loan documents related to the Grove City Premium Outlets Loan Pair and (iii) upon receipt of written
request, the Master Servicer shall transfer the Servicer Mortgage File for, and otherwise take all actions reasonably necessary
for the transfer of the servicing of, the Grove City Premium Outlets Loan Pair to the Other Master Servicer.


 


(k)          The
parties hereto acknowledge and agree that the Gulfport Premium Outlets Mortgage Loan is pari passu in right of payment with
the Gulfport Premium Outlets Companion Loan to the extent set forth in the Gulfport Premium Outlets Intercreditor Agreement. The
Gulfport Premium Outlets Directing Holder shall at all times have consent rights and the right to direct the Master Servicer and
Special Servicer (or, on and after the Gulfport Premium Outlets Companion Loan Securitization Date, the applicable Non-Serviced
Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer) with respect to the administration of the Gulfport
Premium Outlets Loan Pair as and to the extent set forth in the Gulfport Premium Outlets Intercreditor Agreement; provided,
that, on and after the Gulfport Premium Outlets Companion Loan Securitization Date, the Controlling Class Representative (during
any Subordinate Control Period and any Collective Consultation Period) shall have certain limited non-binding consultation rights
(and the applicable Non-Serviced Mortgage Loan Master Servicer or the applicable Non-Serviced Mortgage Loan Special Servicer, as
appropriate in light of the circumstances, shall be required to consult with the Controlling Class Representative to the extent
the Controlling Class Representative requests consultation in accordance with the terms of the Gulfport Premium Outlets Intercreditor
Agreement) as and to the extent set forth in the Gulfport Premium Outlets Intercreditor Agreement.


 






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(l)          In
connection with the securitization of the controlling portion of the Gulfport Premium Outlets Companion Loan, upon the request
of (and at the expense of) the related Serviced Companion Loan holder, each of the Master Servicer and the Special Servicer, as
applicable, shall use reasonable efforts to cooperate with such Serviced Companion Loan holder in attempting to cause the related
Mortgagor to provide information relating to the Gulfport Premium Outlets Loan Pair and the related notes, and that such holder
reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to an Other Securitization
that will include such Serviced Companion Loan.


 


(m)          On
and after the Gulfport Premium Outlets Companion Loan Securitization Date, the Gulfport Premium Outlets Mortgage Loan and the Gulfport
Premium Outlets Companion Loan, collectively, shall be a “Non-Serviced Loan Combination,” the Gulfport Premium Outlets
Companion Loan shall be a “Non-Serviced Companion Loan,” and the Gulfport Premium Outlets Mortgage Loan shall be a
“Non-Serviced Mortgage Loan.”


 


(n)          On
the Gulfport Premium Outlets Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release,
transfer the Mortgage File (other than the promissory note(s) evidencing the Gulfport Premium Outlets Mortgage Loan, and any accompanying
allonges, the originals of which shall be retained by the Custodian) for the Gulfport Premium Outlets Loan Pair to the applicable
Other Custodian, retain a copy of each such transferred document and otherwise take all actions reasonably necessary for the transfer
of custody of such Mortgage Loan documents to such Other Custodian, (ii) upon receipt of written request and proposed assignment
documentation, the Master Servicer (pursuant to the power of attorney executed by the Trustee pursuant to Section 2.3(b))
shall execute assignment documentation reasonably acceptable to it and reasonably necessary to assign to the Other Trustee the
applicable Mortgage Loan documents related to the Gulfport Premium Outlets Loan Pair and (iii) upon receipt of written request,
the Master Servicer shall transfer the Servicer Mortgage File for, and otherwise take all actions reasonably necessary for the
transfer of the servicing of, the Gulfport Premium Outlets Loan Pair to the Other Master Servicer.


 


(o)          With
respect to the WPC Department Store Portfolio Non-Serviced Loan Combination, the parties hereto acknowledge and agree that the
WPC Department Store Portfolio Mortgage Loan is pari passu in right of payment with the WPC Department Store Portfolio Non-Serviced
Companion Loan to the extent set forth in the WPC Department Store Portfolio Intercreditor Agreement. The WPC Department Store
Portfolio Directing Holder shall at all times have consent rights and the right to direct the applicable Non-Serviced Mortgage
Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer with respect to the administration of the WPC Department Store
Portfolio Non-Serviced Loan Combination as and to the extent set forth in the WPC Department Store Portfolio Intercreditor Agreement;
provided, that, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation
Period) shall have certain limited non-binding consultation rights (and the applicable Non-Serviced Mortgage Loan Master Servicer
or Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall be required to consult with
the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in accordance with
the terms of the WPC Department Store Portfolio Intercreditor Agreement) as and to the extent set forth in the WPC Department Store
Portfolio Intercreditor Agreement.


 






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(p)          With
respect to the Cape May Hotels Non-Serviced Loan Combination, the parties hereto acknowledge and agree that the Cape May Hotels
Mortgage Loan is pari passu in right of payment with the Cape May Hotels Non-Serviced Companion Loan to the extent set forth
in the Cape May Hotels Intercreditor Agreement. The Cape May Hotels Directing Holder shall at all times have consent rights and
the right to direct the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer with
respect to the administration of the Cape May Hotels Non-Serviced Loan Combination as and to the extent set forth in the Cape May
Hotels Intercreditor Agreement; provided, that, the Controlling Class Representative (during any Subordinate Control Period
and any Collective Consultation Period) shall have certain limited non-binding consultation rights (and the applicable Non-Serviced
Mortgage Loan Master Servicer or Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall
be required to consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation
in accordance with the terms of the Cape May Hotels Intercreditor Agreement) as and to the extent set forth in the Cape May Hotels
Intercreditor Agreement.


 


(q)          With
respect to the Charles River Plaza North Non-Serviced Loan Combination, the parties hereto acknowledge and agree that (i) the Charles
River Plaza North Mortgage Loan is pari passu in right of payment with the Charles River Plaza North Non-Serviced Companion
Loan to the extent set forth in the Charles River Plaza North Intercreditor Agreement and (ii) the Charles River Plaza North B
Note is generally subordinate in right of payment to the Charles River Plaza North Mortgage Loan and the Charles River Plaza North
Non-Serviced Companion Loan to the extent set forth in the Charles River Plaza North Intercreditor Agreement. The Charles River
Plaza North Directing Holder shall at all times have consent rights and the right to direct the applicable Non-Serviced Mortgage
Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer with respect to the administration of the Charles River Plaza
North Non-Serviced Loan Combination as and to the extent set forth in the Charles River Plaza North Intercreditor Agreement; provided,
that, during any Subordinate Control Period and any Collective Consultation Period, the Controlling Class Representative shall
have certain limited non-binding consultation rights (and the applicable Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced
Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall be required to consult with the Controlling
Class Representative to the extent the Controlling Class Representative requests consultation in accordance with the terms of the
Charles River Plaza North Intercreditor Agreement) as and to the extent, and during such periods, set forth in the Charles River
Plaza North Intercreditor Agreement.


 


(r)          Any
Other Depositor, Other Master Servicer, Other Special Servicer, Other Certificate Administrator, Other Trustee and Other Trust
Advisor (and any director, officer, employee or agent of any of the foregoing) (collectively, the “Other Indemnified Parties”)
shall be indemnified by the Trust against, and the Trust shall promptly reimburse such Other Indemnified Parties for, any claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with servicing and administration of the related Non-Serviced Mortgage Loan under the related Other Companion
Loan Pooling and Servicing Agreement, this Agreement or the related Intercreditor Agreement (or, with respect to the related Other
Trust Advisor, incurred in connection with the provision of services for such Non-Serviced Mortgage Loan) (but excluding


 



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any such
losses allocable to the related Non-Serviced Companion Loans) to the extent of its pro rata share of such indemnified items;
provided, that such indemnification will not extend to any losses, liabilities, costs or expenses: (i) specifically required
to be borne by such party, without right of reimbursement, pursuant to the terms of the related Other Companion Loan Pooling and
Servicing Agreement; (ii) incurred in connection with any legal action or claim against such party resulting from any breach of
a representation or warranty made by such person under the related Other Companion Loan Pooling and Servicing Agreement; or (iii)
incurred in connection with any legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence
in the performance of such person’s obligations and duties under the related Other Companion Loan Pooling and Servicing Agreement
or the related Intercreditor Agreement or resulting from negligent disregard of such obligations and duties.


 


(s)          Promptly
following the Closing Date, with respect to any Loan Pair or Non-Serviced Loan Combination, the Master Servicer shall deliver to
any holder of a related Serviced Companion Loan or (solely if a Non-Serviced Companion Loan is the “Lead Securitization Note”
(or similar term, in any case, as defined in the related Intercreditor Agreement)) a related Non-Serviced Companion Loan, as applicable
(or Other Master Servicer, Other Special Servicer and Other Trustee on its behalf), written notice of (i) the securitization of
the related Mortgage Loan stating that, as of the Closing Date, the Trustee is the holder of the applicable Mortgage Loan and (ii)
any change in the identity of the Master Servicer or other party hereto designated in accordance with Section 9.3(e) to exercise
the rights of the “Non-Directing Holder” or such other analogous term as may be set forth in the related Intercreditor
Agreement. Such notice shall be accompanied by the name and contact information of each of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and the Controlling Class Representative, as well as a copy of this Agreement.


 


(t)          Upon
request of an Other Master Servicer or Other Special Servicer, as applicable, with respect to any Loan Pair, the Master Servicer
and the Special Servicer shall provide each Other Master Servicer and Other Special Servicer that is servicing or otherwise has
duties with respect to a related Serviced Companion Loan such information as is necessary to enable each such Other Master Servicer
or Other Special Servicer to perform its related servicing and other duties under the related Other Companion Loan Pooling and
Servicing Agreement.


 


(u)          To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Loan Pair or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto
shall comply with those provisions as if set forth herein in full.


 


Section 1.7          Rating
Agency Confirmations.


 


(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 a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting
Party”) attempting 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


 



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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 (i) such Requesting Party shall (without providing notice to the 17g-5 Information Provider) confirm that the applicable Rating
Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation
again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such
second request or such Rating Agency has responded in a manner that indicates it is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, (x) with respect to any such condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other
than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master
Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage
Loans and REO Loans), as applicable) shall determine, in accordance with its duties under this Agreement and, in the case of the
Master Servicer or the Special Servicer, in accordance with the Servicing Standard, whether or not such action would be in the
best interests of the Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder
of any related Serviced B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced B Note
or Serviced Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is the
related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the
best interest of such parties, then the requirement for a Rating Agency Confirmation will be deemed not to apply, and (y) with
respect to a replacement of the Master Servicer or Special Servicer, such condition shall be deemed to be satisfied (i) if Morningstar
is the non-responding Rating Agency, such replacement master servicer or special servicer is acting as master servicer or special
servicer, as applicable, in a commercial mortgage loan securitization that was rated by an NRSRO within the twelve (12) month period
prior to the date of determination and Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings
of one or more classes of such commercial mortgage-backed certificates citing servicing concerns with the replacement master servicer
or special servicer, as applicable, as the sole or material factor in such rating action, (ii) if Fitch is the non-responding Rating
Agency, if the applicable replacement is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3”
(in the case of the Special Servicer), (iii) if KBRA is the non-responding Rating Agency, the non-responding Rating Agency has
not cited servicing concerns of the applicable replacement 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 CMBS transaction rated by KBRA and serviced by the applicable servicer prior to the time of determination, or (iv)
if Moody’s is the non-responding Rating Agency, (A) the applicable replacement master servicer or special servicer, as applicable,
confirms in writing that it was appointed to act as the master servicer or special servicer as applicable, on a transaction level
basis on the closing date of a commercial mortgage loan securitization with respect to which Moody’s rated one or more classes
of certificates and one or more of such classes of certificates are still outstanding and rated by Moody’s and (B) Moody’s
has not cited servicing concerns of the applicable replacement 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 rated by Moody’s in any other commercial mortgage-


 



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backed securities transaction serviced by the applicable servicer
prior to the time of determination.


 


Promptly following the
Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a) following
any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer, as
the case may be, 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 post such notice on the 17g-5 Information Provider’s Website
in accordance with Section 5.7 of this Agreement.


 


(b)          Notwithstanding
anything to the contrary in this Section 1.7, 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), release or substitution of any
collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents with respect to which the Master Servicer
or Special Servicer would have been required to make the determination described in Section 1.7(a) shall be deemed not to
apply regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related Mortgagor, the Master
Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage
Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer,
as applicable) shall in any event review the other conditions required under the related Mortgage Loan documents with respect to
such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard that such conditions
(other than the requirement for a Rating Agency Confirmation) have been satisfied.


 


(c)          For
all other matters or actions not specifically discussed in Section 1.7(a) above, the applicable Requesting Party shall deliver
a Rating Agency Confirmation from each Rating Agency.


 


(d)          Unless
otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating
Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows:


 


If to Moody’s, to:



Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Fax: (212) 553-0300

Attention: Commercial Mortgage Surveillance Group

Email: CMBSSurveillance@moodys.com


 






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If to Fitch, to:



Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Fax: (212) 635-0294

Attention: Commercial Mortgage Surveillance

Email: info.cmbs@fitchratings.com


 


If to KBRA, to:



Kroll Bond Rating Agency, Inc.

845 Third Avenue

New York, New York 10022

Attention: CMBS Surveillance

Email: CMBSSurveillance@krollbondratings.com


 


If to Morningstar, to:



Morningstar Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

Email: cmbsratings@morningstar.com


 


or at such other address as shall be provided
in writing to the Depositor by such Rating Agency, which other address the Depositor shall promptly provide to the other parties
hereto.


 


(e)          The
delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating
Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, the Custodian 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 5.7.


 


ARTICLE
II

DECLARATION OF TRUST;

ISSUANCES OF CERTIFICATES


 


Section 2.1          Conveyance
of Mortgage Loans.


 


(a)          Effective
as of the Closing Date, the Depositor does hereby establish a trust designated as “Morgan Stanley Capital I Trust 2015-UBS8”
and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all the right, title and interest


 



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of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule including the related Mortgage
Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage
Loans, all distributions with respect thereto payable after the Cut-Off Date, the Mortgage File and all rights, if any, of the
Depositor in the Distribution Account, all REO Accounts, the Collection Account and the Reserve Accounts, (ii) the Depositor’s
rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14
thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights under any Intercreditor Agreement, Non-Serviced Mortgage
Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced
Mortgage Loan and (v) all other assets included or to be included in REMIC I or the Grantor Trust. Such assignment includes all
interest and principal received or receivable on or with respect to the Mortgage Loans and due after their respective Due Dates
in December 2015. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is
intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the purchase
price to be paid includes a portion attributable to interest accruing on the Certificates from and after December 1, 2015. The
transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject
to the terms and conditions of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced
Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement, hereby agrees that such
Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect
to each Serviced Pari Passu Mortgage Loan and Serviced Companion Loan, the related Intercreditor Agreement. The transfer and assignment
of any A Notes and any Serviced Pari Passu Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject
to the terms of the related Intercreditor Agreements, and the Trustee, by the execution and delivery of this Agreement, hereby
agrees, that such Mortgage Loans remain subject to the terms of the related Intercreditor Agreements (or with respect to a Joint
Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and
Section 8.30 hereof).


 


(b)          In
connection with the Depositor’s assignment pursuant to Section 2.1(a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, each Seller 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 (on behalf of the Trustee), on or before the
Closing Date, the Mortgage Note for each Mortgage Loan so assigned, endorsed to the Trustee as specified in clause (i) of
the definition of “Mortgage File.” Each Seller is required, pursuant to the applicable Mortgage Loan Purchase Agreement,
to deliver to the Custodian (on behalf of the Trustee) the remaining documents constituting the Mortgage File for each Mortgage
Loan within the time period set forth therein. None of the Trustee, the Certificate Administrator, any Custodian, the Master Servicer
or the Special Servicer shall be liable for any failure by any Seller or the Depositor to comply with the document delivery requirements
of the Mortgage Loan Purchase Agreements and this Section 2.1(b). Promptly upon receipt (but no later than ten (10) Business
Days after the Closing Date), the Custodian shall deliver to the Master Servicer each original letter of credit set forth on Schedule
XVI hereto, and the Master Servicer shall hold such original letters of credit on behalf of the Trustee pursuant to and in
accordance with clause (xii) of the definition of “Mortgage File”. Notwithstanding anything to


 



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the contrary
contained herein, with respect to a Joint Mortgage Loan, the obligations of each of the applicable Sellers to deliver a Mortgage
Note to the Custodian (on behalf of the Trustee), shall be limited to delivery of only the Mortgage Note held by such party to
the Custodian (on behalf of the Trustee). With respect to a Joint Mortgage Loan, the obligations of the applicable Sellers to deliver
the remaining portion of the related Mortgage File or any document required to be delivered with respect thereto shall be joint
and several, provided that either of the applicable Sellers may deliver one Mortgage File or one of any other document required
to be delivered with respect to such Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for each
of the applicable Sellers.


 


(c)          The
applicable Seller has agreed in the applicable Mortgage Loan Purchase Agreement, at the expense of such Seller as to each of its
respective Mortgage Loans (other than with respect to any Non-Serviced Mortgage Loan), (i) in the case of clauses (iv) and
(vi)(B) of the definition of “Mortgage File” within forty-five (45) days following the Closing Date and (ii)
in the case of clause (ix)(B) of the definition of “Mortgage File” within ninety (90) days following the Closing
Date, to deliver for submission for recording or filing by the Depositor, the Custodian (on behalf of the Trustee) or the agents
of either, as the case may be, in the appropriate public office for real property records or UCC financing statements, as appropriate,
each assignment referred to in clauses (iv), (vi)(B) and (ix)(B) of the definition of “Mortgage File.”
Each such assignment shall reflect that it should be returned by the public recording office to the Custodian (on behalf of the
Trustee) following recording or filing; provided that in those instances where the public recording office retains the original
Assignment of Mortgage, assignment of Assignment of Leases or assignment of UCC financing statements, the applicable Seller shall
obtain therefrom a certified copy of the recorded original and forward such copy to the Custodian (on behalf of the Trustee) and
the Special Servicer. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because
of a defect therein, the applicable Seller shall, pursuant to the applicable Mortgage Loan Purchase Agreement, promptly prepare
or cause to be prepared a substitute therefor or cure such defect, as the case may be, and thereafter the applicable Seller shall,
at its own expense (except in the case of a document or instrument that is lost by the Custodian), upon receipt thereof cause the
same to be duly recorded or filed, as appropriate.


 


The parties acknowledge the
obligation of each Seller pursuant to Section 2 of the related Mortgage Loan Purchase Agreement to deliver to or on behalf of the
Trustee, on or before the fifth (5th) Business Day after the Closing Date, five (5) limited powers of attorney substantially
in the form attached as Exhibit 4 to the Mortgage Loan Purchase Agreement in favor of the Custodian (on behalf of the Trustee)
and the Special Servicer to empower the Custodian (on behalf of the Trustee) and, in the event of the failure or incapacity of
the Custodian (on behalf of the Trustee), the Special Servicer, to submit, or to cause the Custodian to submit for recording, at
the expense of the applicable Seller, any mortgage loan documents required to be recorded as set forth in the preceding paragraph
and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage Files (so long
as original counterparts have previously been delivered to or on behalf of the Trustee). The Sellers agree to reasonably cooperate
with the Custodian, the Trustee and the Special Servicer in connection with any additional powers of attorney or revisions thereto
that are requested by such parties for purposes of such recordation. The Trustee and each other party hereto agrees that no such
power of attorney shall be used with respect to any Mortgage Loan by or under


 



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authorization by any party hereto except to the extent
that the absence of a document described in the second (2nd) preceding sentence with respect to such Mortgage Loan remains
unremedied as of the earlier of (i) the date that is 180 days following the delivery of notice of such absence to the related Seller,
but in no event earlier than 18 months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes a
Specially Serviced Mortgage Loan. The Custodian shall submit such documents for recording, at the related Seller’s expense,
after the periods set forth above; provided, the Custodian shall not submit such assignments for recording if the applicable
Seller produces evidence that it has sent any such assignment for recording and certifies that it is awaiting its return from the
applicable recording office. Each of the Sellers has engaged a separate third party agent other than the Custodian or the Trustee
to perform the recording obligations described in this Section 2.1(c).


 


(d)          All
relevant servicing or loan documents and records in the possession of the Depositor or the Sellers that relate to the Mortgage
Loans, Serviced Companion Loans or Serviced B Notes and that are not required to be a part of a Mortgage File in accordance with
the definition thereof shall be delivered to the Master Servicer, on or before the date that is forty-five (45) days following
the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders.
To the extent delivered to the Master Servicer by the related Seller, the Servicer Mortgage File shall include, to the extent required
to be (and actually) delivered to the applicable Seller pursuant to the applicable Mortgage Loan documents, copies of each item
set forth in the definition of “Servicer Mortgage File” in this Agreement. Notwithstanding the foregoing, no Seller
shall be required to deliver any draft documents, or any attorney-client communications that are privileged communications or constitute
legal or other due diligence analyses or attorney work product, or internal communications of the Seller or its affiliates among
themselves or with their respective attorneys, or credit underwriting or other analyses or data (and, if received, shall be returned
and any copies thereof destroyed). Delivery of any of the foregoing documents to a sub-servicer shall be deemed delivery to the
Master Servicer and satisfy the Depositor’s obligations under this Section 2.1(d). Neither the Master Servicer nor
the Special Servicer shall have any liability for the absence of any of the foregoing items from the Servicer Mortgage File if
such item was not delivered by the related Seller.


 


Schedule XVIII attached
hereto lists the Mortgaged Properties that, as of the Closing Date, are hospitality properties and that are subject to a franchise,
management or similar agreement with a related comfort letter in favor of the respective 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 Mortgage Loans secured by such Mortgaged Properties are referred to herein as the “Franchise
Mortgage Loans.” Each Mortgage Loan Purchase Agreement requires that the related Seller (solely in respect of the Franchise
Mortgage Loans it is selling to the Depositor) or its designee shall, within 30 days of the Closing Date (or any shorter period
if required by the applicable comfort letter) and with a copy to the Master Servicer, notify the related franchisor in writing
that such Franchise Mortgage Loan has been transferred to the Trust and request a replacement comfort letter (or any such new document
or acknowledgement as may be contemplated under the existing comfort letter). 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).


 






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(e)          In
connection with the Depositor’s assignment pursuant to Section 2.1(a) above, the Depositor shall deliver to the Trustee
on or before the Closing Date a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, as in full force
and effect on the Closing Date, which Mortgage Loan Purchase Agreements shall contain the representations and warranties (and the
exceptions thereto) made by the Sellers with respect to each related Mortgage Loan as of the Closing Date.


 


(f)          In
connection herewith, the Depositor has acquired the UBSRES Loans from UBSRES, the BANA Loans from BANA and the MSMCH Loans from
MSMCH. The Depositor shall deliver or cause to be delivered the original Mortgage Notes (or lost note affidavits with copies of
the related Mortgage Notes, as set forth in the definition of “Mortgage File”) relating to the Mortgage Loans to the
Custodian (on behalf of the Trustee), endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage
Notes and all related deeds of trust, mortgages and other loan documents. To avoid the unnecessary expense and administrative inconvenience
associated with the execution and recording or filing of multiple assignment documents, UBSRES, BANA and MSMCH, as applicable,
are required under the Mortgage Loan Purchase Agreements to deliver Assignments of Mortgages, and assignments of Assignments of
Leases and assignments of UCC financing statements naming the Trustee, on behalf of the Certificateholders, as assignee. Notwithstanding
the fact that such Assignments of Mortgages, assignments of Assignments of Leases (to the extent separate from the Assignments
of Mortgages) and assignments of UCC financing statements shall name the Trustee, on behalf of the Certificateholders, as the assignee,
the parties hereto acknowledge and agree that for all purposes the UBSRES Loans shall be deemed to have been transferred from UBSRES
to the Depositor, the BANA Loans shall be deemed to have been transferred from BANA to the Depositor, and the MSMCH Loans shall
be deemed to have been transferred from MSMCH to the Depositor, and all Mortgage Loans shall be deemed to have been transferred
from the Depositor to the Trustee on behalf of the Certificateholders.


 


Section 2.2          Acceptance
by Trustee. The Custodian (on behalf of the Trustee) hereby acknowledges receipt of a Trust Mortgage File for each Mortgage
Loan and confirms that, with respect to each Mortgage Loan, all documents listed in clauses (i), (ii), (vii),
(viii), (x) and (xii) of the definition of “Mortgage File” are in its possession. Within ten
(10) days of the Closing Date, the Custodian shall provide a copy of all documents listed in clauses (i), (ii),
(vii), (viii), (x) and (xii) of the definition of “Mortgage File” to the Master Servicer.
The Custodian will hold (i) the documents constituting a part of the Mortgage Files delivered to it or the Custodian on its behalf,
(ii) the REMIC I Regular Interests and (iii) the REMIC II Regular Interests, in each case on behalf of the Trustee in trust for
the use and benefit of all present and future Certificateholders. To the extent that the contents of the Mortgage File for any
A Note relate to a corresponding Serviced B Note, the Custodian (on the Trustee’s behalf), will also hold such Mortgage
File in trust for the benefit of the holder of each related Serviced B Note; provided, that if a Serviced B Note remains
outstanding following payment in full of the amounts due under the related A Notes, the Mortgage Loan documents relating to such
A/B Whole Loan (exclusive of any such documents related solely to the A Notes) shall be assigned to the holder of the Serviced
B Note or its designee at the expense of the holder of the Serviced B Note and delivered to such Serviced B Note holder. To the
extent that the contents of the Mortgage File for any Serviced Pari Passu Mortgage Loan relate to the corresponding Serviced Companion
Loan or any corresponding Serviced B Note, the Trustee, or the Custodian, on the Trustee’s


 



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behalf, will also hold such Mortgage File in trust for the benefit of the holder of the related Serviced Companion Loan or Serviced
B Note, as applicable.


 


On the Closing Date in respect
of the Initial Certification, and within seventy-five (75) days after the Closing Date in respect of the Final Certification, the
Custodian (on the Trustee’s behalf) shall examine the Mortgage Files in its possession, and shall deliver to the Depositor,
the Sellers, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Certificate Administrator, the 17g-5
Information Provider, the Controlling Class Representative and, upon request, the holder of any Serviced Companion Loan a certification
(the “Initial Certification” and the “Final Certification”, respectively, in the respective
forms set forth as Exhibit B-1 and Exhibit B-2 hereto), which (together with any related exceptions) shall be in
electronic format (including Excel-compatible format) (i) in the case of the Initial Certification, as to each Mortgage Loan listed
in the Mortgage Loan Schedule, except as may be specified in the schedule of exceptions attached thereto, to the effect that: (A)
all documents listed in clauses (i), (ii), (vii), (viii), (x) and (xii) of the definition
of “Mortgage File” are in its possession, (B) such documents have been reviewed by it and have not been materially
mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate to such Mortgage Loan, and (C) each
Mortgage Note has been endorsed as provided in clause (i) of the definition of “Mortgage File”, and (ii) in
the case of the Final Certification, as to each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified
in the schedule of exceptions attached thereto, to the effect that: (A) all documents listed in clauses (i), (ii),
(iv), (v), (vi), (vii), (viii), (x) and (xii) of the definition of “Mortgage
File” required to be included in the Mortgage File (to the extent required to be delivered pursuant to this Agreement), and
with respect to all documents specified in the other clauses of the definition of “Mortgage File” to the extent known
by a Responsible Officer of the Custodian (on the Trustee’s behalf) to be required pursuant to this Agreement, are in its
possession, (B) such documents have been reviewed by it and have not been materially mutilated, damaged, defaced, torn or otherwise
physically altered, and such documents relate to such Mortgage Loan, (C) based on its examination and only as to the Mortgage Note
and Mortgage, the street address (excluding zip code) of the Mortgaged Property set forth in the Mortgage Loan Schedule respecting
such Mortgage Loan accurately reflects the information contained in the documents in the Mortgage File, and (D) each Mortgage Note
has been endorsed. Notwithstanding the foregoing, the delivery of a commitment to issue a Title Insurance Policy in lieu of the
delivery of the actual Title Insurance Policy shall not be considered a Material Document Defect with respect to any Mortgage File
if such actual Title Insurance Policy is delivered to the Custodian (on the Trustee’s behalf) not later than the 180th
day following the Closing Date.


 


Within 360 days after the
Cut-Off Date, the Custodian (on the Trustee’s behalf) shall provide a confirmation of receipt of recorded assignments of
Mortgage (as set forth in the definition of “Mortgage File,” with evidence of recording thereon) or otherwise provide
evidence of such recordation to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the 17g-5
Information Provider (who shall promptly post such confirmation to the 17g-5 Information Provider’s Website pursuant to Section
5.7), the Controlling Class Representative and each Seller. The Custodian (on behalf of the Trustee) shall use reasonable efforts
to submit for recording any unrecorded assignments of Mortgage that have been delivered to it (including effecting such recordation
process through or cooperating with the applicable Seller), such recordation to be at the expense of the applicable Seller; provided,
that the


 



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Custodian (on the Trustee’s behalf) shall not submit for recording any such assignments if the applicable Seller
produces evidence that it has sent any such assignment for recording and is awaiting its return from the applicable recording office.
In giving the certifications required above, neither the Trustee nor the Custodian (on the Trustee’s behalf) shall be under
any obligation or duty to inspect, review or examine any such documents, instruments, securities or other papers to determine whether
they or the signatures thereon are valid, legal, genuine, enforceable, in recordable form or appropriate for their represented
purposes, or that they are other than what they purport to be on their face, or to determine whether any Mortgage File should include
any assumption agreement, modification agreement, consolidation agreement, extension agreement, Assignment of Lease, ground lease,
UCC financing statement, guaranty, written assurance, substitution agreement, lock box agreement, intercreditor agreement, management
agreement or letter of credit.


 


If any exceptions are noted
on a schedule of exceptions attached to the Final Certification, including exceptions resulting from the fact that the recordation
and/or filing has not been completed (based solely on the absence of receipt by the Custodian (on the Trustee’s behalf) of
the particular documents showing evidence of the recordation and/or filing), then the Custodian (on the Trustee’s behalf)
shall continuously update such schedule of exceptions to reflect receipt of any corrected documents, additional documents or instruments
or evidences of recordation and/or filing, as to each Mortgage Loan, until the earliest of the following dates: (i) the date on
which all such exceptions are eliminated (any such elimination resulting from the fact that recordation and/or filing has been
completed shall be based solely on receipt by the Custodian (on the Trustee’s behalf) of the particular documents showing
evidence of the recordation and/or filing), (ii) the date on which all the affected Mortgage Loans are removed from the Trust and
(iii) the second (2nd) anniversary of the Closing Date, and shall provide such updated schedule of exceptions (which
shall be in electronic format, including Excel-compatible format) to each of the Trustee, the Depositor, each Seller (as to its
respective Mortgage Loans only), the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the
17g-5 Information Provider (who shall post such updated schedule of exceptions on the 17g-5 Information Provider’s Website
pursuant to Section 5.7), the Controlling Class Representative and the holders of any Serviced Companion Loan or Serviced
B Note on or about the date that is 180 days after the Closing Date and then again every ninety (90) days thereafter (until the
earliest date specified above). Upon request, the Master Servicer shall provide to the Trustee and to the Custodian the names and
addresses of each holder of a Serviced Companion Loan or Serviced B Note of which the Master Servicer has received notice in accordance
with this Agreement and/or the related Intercreditor Agreement.


 


The Custodian or its authorized
agents shall retain possession and custody of each Trust Mortgage File in accordance with and subject to the terms and conditions
set forth herein.


 


The Custodian shall hold
that portion of the Trust Fund delivered to the Custodian consisting of “instruments” (as such term is defined in Section
9-102 of the Uniform Commercial Code as in effect in Minnesota on the date hereof) in Minnesota and, except as otherwise specifically
provided in this Agreement, shall not remove such instruments from Minnesota unless it receives an Opinion of Counsel (obtained
and delivered at the expense of the Person requesting the removal of such instruments from Minnesota) that if the transfer of the
Mortgage


 



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Loans to the Trustee is deemed not to be a sale, after such removal, the Trustee will possess a first priority perfected
security interest in such instruments.


 


The Custodian shall not be
an agent of the Trustee, and the Trustee shall have no liability for any action or omission of the Custodian hereunder.


 


Section 2.3          Sellers’
Repurchase of Mortgage Loans for Material Document Defects and Material Breaches of Representations and Warranties.


 


(a)          If
any party hereto discovers that any document or documents constituting a part of a Mortgage File has not been delivered as and
when required, has not been properly executed, or is defective on its face or discovers or receives notice of a breach of any of
the representations and warranties relating to the Mortgage Loans required to be made by a Seller regarding the characteristics
of the Mortgage Loans and/or the related Mortgaged Properties as set forth in Exhibit 2 of the related Mortgage Loan Purchase Agreements,
and the defect or breach, as the case may be, (i) materially and adversely affects the interests of the holders of the Certificates
in the related Mortgage Loan, (ii) materially and adversely affects the value of the Mortgage Loan or (iii) causes the Mortgage
Loan to fail to be a “qualified mortgage” as defined in section 860G(a)(3) of the Code (any such defect described in
the preceding clause (i), (ii) or (iii), a “Material Document Defect”, and such a breach
described in the preceding clause (i), (ii) or (iii), a “Material Breach”), then the party
determining that such Material Document Defect or Material Breach exists shall give prompt written notice to the Depositor, the
other parties hereto, the related Seller and the 17g-5 Information Provider subject to the terms of the applicable Mortgage Loan
Purchase Agreement. Promptly (but in any event within three (3) Business Days) upon determining (or becoming aware of another party’s
determination) that any such Material Document Defect or Material Breach exists (which determination shall, absent evidence to
the contrary, be presumed to be no earlier than three (3) Business Days prior to the delivery of the notice referred to below),
the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to any Specially
Serviced Mortgage Loan), as applicable, shall (and the Special Servicer (with respect to any Mortgage Loan) may) request that the
related Seller, not later than ninety (90) days from such Seller’s receipt of the notice of such Material Document Defect
or Material Breach, cure such Material Document Defect or Material Breach, as the case may be, in all material respects; provided,
that if such Material Document Defect or Material Breach, as the case may be, cannot be corrected or cured in all material respects
within such 90-day period, and such Material Document Defect or Material Breach would not cause the Mortgage Loan to be other than
a “qualified mortgage” (as defined in the Code) but the related Seller is diligently attempting to effect such correction
or cure, as certified by such Seller in an Officer’s Certificate delivered to the Trustee and the Custodian, then the cure
period will be extended for an additional ninety (90) days unless, solely in the case of a Material Document Defect, (x) the Mortgage
Loan is then a Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred as a result of a monetary default or
as set forth in clause (ii) or clause (v) of the definition of “Servicing Transfer Event” and (y) the
Material Document Defect was identified in a certification delivered to the Seller by the Custodian (on behalf of the Trustee)
pursuant to Section 2.2 not less than ninety (90) days prior to the receipt by the applicable Seller of the notice of such
Material Document Defect. The parties acknowledge that neither delivery of a certification or schedule of exceptions to a Seller
pursuant to Section 2.2 or otherwise nor possession of such certification or schedule by the Seller


 



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shall, in and of itself,
constitute delivery of notice of any Material Document Defect or knowledge or awareness by the Seller or any party hereto of any
Material Document Defect listed therein.


 


If any Material Document
Defect or Material Breach that exists cannot be corrected or cured in all material respects within the above cure periods, the
related Seller (and any related Seller Guarantor) is obligated under the related Mortgage Loan Purchase Agreement, not later than
the last day of such permitted cure period, subject to Section 5.12 of each Mortgage Loan Purchase Agreement, to (i) repurchase
the affected Mortgage Loan (or, with respect to any Joint Mortgage Loan, the related Seller’s pro rata share based
on such Seller’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage
Loan) or REO Mortgage Loan (or, with respect to any Joint Mortgage Loan, the related Seller’s pro rata share based
on such Seller’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage
Loan) from the Trust at the applicable Purchase Price in accordance with the related Mortgage Loan Purchase Agreement, or (ii)
if within the three-month period commencing on the Closing Date (or prior to the second anniversary of the Closing Date if the
affected Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and
Treasury Regulations Section 1.860G-2(f)), at the related Seller’s option, without recourse (other than the representations
and warranties made with respect thereto), replace such Mortgage Loan (or, with respect to any Joint Mortgage Loan, the related
Seller’s pro rata share based on such Seller’s percentage interest as of the date of the applicable Mortgage
Loan Purchase Agreement in such Joint Mortgage Loan) or any successor REO Mortgage Loan (or, with respect to any Joint Mortgage
Loan, the related Seller’s pro rata share based on such Seller’s percentage interest as of the date of the applicable
Mortgage Loan Purchase Agreement in such Joint Mortgage Loan) to which such defect or breach relates with a Qualifying Substitute
Mortgage Loan and pay a substitution shortfall amount equal to the excess, if any, of the applicable Purchase Price for the Mortgage
Loan or REO Mortgage Loan to be replaced, over the Stated Principal Balance of the Qualifying Substitute Mortgage Loan. If such
Material Document Defect or Material Breach would cause the Mortgage Loan to be other than a “qualified mortgage” (as
defined in the Code), then notwithstanding the previous sentence or the previous paragraph, the cure, repurchase or substitution
must occur within eighty-five (85) days from the date the related Seller was notified of the defect or breach; provided,
that in any event any such cure, repurchase or substitution must occur no later than eighty-five (85) days from the date of determination
of the existence of a Material Document Defect or Material Breach as determined in this Section 2.3(a).


 


As to any Qualifying Substitute
Mortgage Loan or Loans, the Master Servicer shall not execute any instrument effecting the substitution unless the related Seller
has delivered to the Custodian (on the Trustee’s behalf) for such Qualifying Substitute Mortgage Loan or Loans, the Mortgage
Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section 2.1,
with the Mortgage Note endorsed as required by Section 2.1, and the Master Servicer shall be entitled to rely on statements
and certifications from the Custodian for this purpose. No substitution may be made in any calendar month after the Determination
Date for such month. Monthly payments due with respect to Qualifying Substitute Mortgage Loans in the month of substitution shall
not be part of the Trust and will be retained by Master Servicer and remitted by the Master Servicer to the related Seller on the
next succeeding Distribution Date. For the month of substitution, distributions to


 



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Certificateholders will include the Scheduled
Payment due on the related Deleted Mortgage Loan for such month and thereafter the related Seller shall be entitled to retain all
amounts received in respect of such Deleted Mortgage Loan.


 


The Master Servicer shall
amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution
of the Qualifying Substitute Mortgage Loan or Loans and upon such amendment the Master Servicer shall deliver or cause to be delivered
such amended Mortgage Loan Schedule to the Trustee, the Custodian, the Certificate Administrator and the Special Servicer. Upon
such substitution, the Qualifying Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects.
Upon receipt of the Trust Mortgage File pertaining to any Qualifying Substitute Mortgage Loans, the Custodian shall release the
Trust Mortgage File relating to such Deleted Mortgage Loan to the related Seller, and the Trustee (and the Depositor, if necessary)
shall execute and deliver such instruments of transfer or assignment in the form presented to it, in each case without recourse,
representation or warranty, as shall be necessary to vest title (to the extent that such title was transferred to the Trustee or
the Depositor) in the related Seller or its designee to any Deleted Mortgage Loan (including any property acquired in respect thereof
or any insurance policy proceeds relating thereto) substituted for pursuant to this Section 2.3.


 


If (x) a Mortgage Loan is
to be repurchased or replaced as contemplated above (a “Defective Mortgage Loan”), (y) such Defective Mortgage
Loan is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (such Defective Mortgage Loan and such other
Mortgage Loans, collectively, “Crossed Mortgage Loans”) and (z) the applicable document defect or breach does
not constitute a Material Document Defect or Material Breach, as the case may be, as to such other Crossed Mortgage Loans (without
regard to this paragraph), then the applicable document defect or breach (as the case may be) shall be deemed to constitute a Material
Document Defect or Material Breach (as the case may be) as to each such other Crossed Mortgage Loan for purposes of the above provisions,
and the related Seller (and any related Seller Guarantor) shall be obligated to repurchase or replace each such other Crossed Mortgage
Loan in accordance with the provisions above unless, in the case of such breach or document defect, (A) the Seller provides a Nondisqualification
Opinion to the Trustee at the expense of the Seller and (B) both of the following conditions would be satisfied if the related
Seller were to repurchase or replace only those Mortgage Loans as to which a Material Breach or Material Document Defect had occurred
without regard to this paragraph (the “Affected Loan(s)”): (i) the Debt Service Coverage Ratio for all such
Crossed Mortgage Loans (excluding the Affected Loan(s)) for the four (4) calendar quarters immediately preceding the repurchase
or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio for all such Crossed Mortgage Loans
(including the Affected Loan(s)) set forth in Appendix I to the Prospectus Supplement and (B) the Debt Service Coverage Ratio for
all such Crossed Mortgage Loans (including the Affected Loan(s)) for the four (4) preceding calendar quarters preceding the repurchase
or replacement, and (ii) the Loan-to-Value Ratio for all such Crossed Mortgage Loans (excluding the Affected Loan(s)) is not greater
than the greater of (A) the loan-to-value ratio, expressed as a whole number (taken to one decimal place), for all such Crossed
Mortgage Loans (including the Affected Loan(s)) set forth in Appendix I to the Prospectus Supplement plus 10% and (B) the Loan-to-Value
Ratio for all such Crossed Mortgage Loans (including the Affected Loan(s)), at the time of repurchase or replacement. The determination
of the Master Servicer as to whether the conditions set forth above have been satisfied shall be conclusive and


 



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binding in the
absence of manifest error. The Master Servicer will be entitled to cause to be delivered, or direct the related Seller (and any
related Seller Guarantor) to (in which case the related Seller (and any related Seller Guarantor) shall be required under the related
Mortgage Loan Purchase Agreement to) cause to be delivered to the Master Servicer, an Appraisal of any or all of the related Mortgaged
Properties for purposes of determining whether the condition set forth in clause (ii) above has been satisfied, in each
case at the expense of the related Seller if the scope and cost of the Appraisal is approved by the related Seller (such approval
not to be unreasonably withheld).


 


With respect to any Defective
Mortgage Loan, to the extent that the applicable Seller (and any related Seller Guarantor) is required to repurchase or substitute
for such Defective Mortgage Loan (each, a “Repurchased Loan”) in the manner prescribed above while the Custodian
(on the Trustee’s behalf) continues to hold any Crossed Mortgage Loan, the applicable Seller and the Depositor have agreed
in the related Mortgage Loan Purchase Agreement to forbear from enforcing any remedies against the other’s Primary Collateral
but each is permitted to exercise remedies against the Primary Collateral securing its respective Mortgage Loans, including with
respect to the Trustee, the Primary Collateral securing Mortgage Loans still held by the Trustee or the Custodian, so long as such
exercise does not impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise
of remedies by one party would impair the ability of the other party to exercise its remedies with respect to the Primary Collateral
securing the Mortgage Loan or Mortgage Loans held by such party, then both parties have agreed to forbear from exercising such
remedies until the loan documents evidencing and securing the relevant Mortgage Loans can be modified in a manner that complies
with the applicable Mortgage Loan Purchase Agreement to remove the threat of impairment as a result of the exercise of remedies.
Any reserve or other cash collateral or letters of credit securing the Crossed Mortgage Loans shall be allocated between such Mortgage
Loans in accordance with the Mortgage Loan documents, or otherwise on a pro rata basis based upon their outstanding principal
balances. All other terms of the Mortgage Loans shall remain in full force and effect, without any modification thereof. The Mortgagors
set forth on Schedule VI hereto are intended third-party beneficiaries of the provisions set forth in this paragraph and the preceding
paragraph. The provisions of this paragraph and the preceding paragraph may not be modified with respect to any Mortgage Loan without
the related Mortgagor’s consent.


 


Any of the following document
defects shall be conclusively presumed materially and adversely to affect the interests of Certificateholders in a Mortgage Loan
and be a Material Document Defect: (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 that appears to be regular on its face (if such absence results from the
related Seller’s failure to deliver such item); (B) the absence from the Mortgage File of the original signed Mortgage (or
with respect to any Non-Serviced Mortgage Loan, a copy thereof) that appears to be regular on its face, unless there is included
in the Mortgage File a certified copy of the Mortgage by the local authority with which the Mortgage was recorded (if such absence
results from the related Seller’s failure to deliver such item); (C) the absence from the Mortgage File of the item called
for by paragraph (viii) of the definition of “Mortgage File” (or with respect to any Non-Serviced Mortgage Loan,
a copy thereof) (if such absence results from the related Seller’s failure to deliver such item); (D) the absence from the
Mortgage File of the original or a copy of any letter of credit in effect as of the Closing Date (if such absence results from
the related Seller’s failure


 



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to deliver such item); or (E) the absence from the Mortgage File of a copy of the item specified
in paragraph (x) of the definition of “Mortgage File” (if such absence results from the related Seller’s
failure to deliver such item) if the related Mortgage Loan is secured only by the related ground lease, Space Lease or air rights
lease. If any party hereto notifies the Trustee of the occurrence of any of the foregoing Material Document Defects, the Trustee
shall notify the Master Servicer and the Special Servicer, and the Master Servicer (with respect to Non-Specially Serviced Mortgage
Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall take the steps described
elsewhere in this Section 2.3(a), including the giving of notices to the related Seller, the Rating Agencies (subject to
Section 5.7), the parties hereto and, to the extent any Material Document Defect relates to a Serviced Pari Passu Mortgage
Loan, the holder of the related Serviced Companion Loan, and the Master Servicer (with respect to Non-Specially Serviced Mortgage
Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall make demand upon the related
Seller for the cure of the document defect or repurchase or replacement of the related Mortgage Loan.


 


If the related Seller disputes
that a Material Document Defect or Material Breach exists with respect to a Mortgage Loan or otherwise refuses (i) to effect a
correction or cure of such Material Document Defect or Material Breach, (ii) to repurchase the affected Mortgage Loan from the
Trust or (iii) to replace an affected Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in accordance with the related
Mortgage Loan Purchase Agreement, then provided that (x) the period of time provided for the related Seller to correct,
repurchase or cure has expired and (y) the Mortgage Loan is then in default (or default is reasonably foreseeable) and is then
a Specially Serviced Mortgage Loan, the Special Servicer may, subject to the Servicing Standard, modify, workout or foreclose,
sell or otherwise liquidate (or permit the liquidation of) the Mortgage Loan or any REO Property, as applicable, pursuant to Section
9.5, Section 9.12, Section 9.13, Section 9.15, Section 9.16, Section 9.17 and Section
10.3 and the terms and conditions of any related Intercreditor Agreement, as applicable, while pursuing the repurchase claim.
The related Seller (and any related Seller Guarantor) has acknowledged and agreed under the related Mortgage Loan Purchase Agreement
that any modification of the Mortgage Loan pursuant to a workout shall not constitute a defense to any repurchase claim nor shall
such modification and workout change the Purchase Price due from the related Seller (and any related Seller Guarantor) for any
repurchase claim. In the event of any such modification and workout, the related Seller (and any related Seller Guarantor) has
agreed under the related Mortgage Loan Purchase Agreement to repurchase the Mortgage Loan as modified and that the Purchase Price
shall include any Workout Fee paid to the Special Servicer up to the date of repurchase plus the present value (calculated at the
applicable Calculation Rate) of the Workout Fee that would have been payable to the Special Servicer in respect of such Mortgage
Loan if it performed in accordance with its terms to its Maturity Date, provided that no amount shall be paid by the related
Seller (and any related Seller Guarantor) in respect of any Workout Fee if a Liquidation Fee already comprises (or will comprise)
a portion of the Purchase Price or if the related Mortgagor has already paid such fee. The related Seller (or any related Seller
Guarantor) shall be notified promptly and in writing by the Special Servicer of any offer that it receives to purchase the applicable
Specially Serviced Mortgage Loan or any REO Property, as applicable, each in connection with such liquidation. Any sale of the
related Mortgage Loan, or foreclosure thereupon and sale of the related REO Property, to a Person other than the related Seller
shall be without (i) recourse of any kind (either expressed or implied) by such Person against the related


 



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Seller and (ii) representation
or warranty of any kind (either expressed or implied) by the related Seller to or for the benefit of such Person.


 


The fact that a Material
Document Defect or Material Breach is not discovered until after the completion of foreclosure (but in all instances prior to the
sale of the related REO Property) shall not prejudice any claim against the Seller (or any related Seller Guarantor) for repurchase
of the REO Property (or the Trust’s interest therein). In such an event, the Master Servicer (with respect to Non-Specially
Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall notify
the related Seller of the discovery of the Material Document Defect or Material Breach and the related Seller shall have ninety
(90) days to correct or cure such Material Document Defect or Material Breach or purchase the REO Property (or the Trust’s
interest therein) at the Purchase Price. If the related Seller (or any related Seller Guarantor) fails to correct or cure the Material
Document Defect or Material Breach or purchase the REO Property, then the provisions above regarding notice of offers related to
such REO Property shall apply. After a final liquidation of the Mortgage Loan or REO Property, if a court of competent jurisdiction
issues a final order after the expiration of any applicable appeal period that the related Seller (or any related Seller Guarantor)
is or was obligated to repurchase the related Mortgage Loan or REO Property (a “Final Judicial Determination”)
or the related Seller (or any related Seller Guarantor) otherwise accepts liability, then, but in no event later than the termination
of the Trust pursuant to Section 11.1, the related Seller (and any related Seller Guarantor) will be obligated to pay to
the Trust the difference between any Liquidation Proceeds received upon such liquidation (including those arising from any sale
to the related Seller) and the Purchase Price.


 


In any month in which the
related Seller (or any related Seller Guarantor) substitutes one or more Qualifying Substitute Mortgage Loans for one or more Deleted
Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance of all such
Qualifying Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all
such Deleted Mortgage Loans (in each case after application of scheduled principal portion of the monthly payments received in
the month of substitution). The Depositor shall cause the related Seller (or any related Seller Guarantor) to deposit the amount
of such shortage into the Collection Account in the month of substitution, without any reimbursement thereof. In addition, the
Depositor shall cause the related Seller (or any related Seller Guarantor) to deposit into the Collection Account, together with
such shortage, if any, an amount equal to interest on the Deleted Mortgage Loans at a rate equal to the sum of the applicable Mortgage
Rate from the Due Date as to which interest was last paid up to the Due Date next succeeding such substitution together with the
amount of unreimbursed Servicing Advances, amounts required to be paid to the Special Servicer but remaining unpaid or unreimbursed,
and interest on unreimbursed Advances with respect to such Deleted Mortgage Loans at the Advance Rate. The Depositor shall cause
the related Seller (or any related Seller Guarantor), in the case of the Mortgage Loans, to give notice in writing (accompanied
by an Officer’s Certificate as to the calculation of such shortage) to the Trustee, the Custodian, the Certificate Administrator,
the Master Servicer and the Special Servicer of such event which notice shall be accompanied by an Officer’s Certificate
as to the calculation of such shortfall.


 






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If the affected Mortgage
Loan is to be repurchased, the Master Servicer shall designate the Collection Account as the account to which funds in the amount
of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis.


 


Notwithstanding the foregoing,
if there is a breach of the representations and warranties set forth in paragraph 30 or paragraph 32 in Exhibit 2 to any Mortgage
Loan Purchase Agreement, and as a result the payments by a Mortgagor of reasonable costs and expenses associated with securing
the consent or approval of the holder of the Mortgage for a waiver of a “due-on-sale” or “due-on-encumbrance”
clause or the defeasance of a Mortgage Loan are insufficient such that the Trust incurs an Additional Trust Expense in an amount
equal to such reasonable costs and expenses not paid by such Mortgagor, the related Seller (and any related Seller Guarantor) has
agreed to reimburse the Trust within ninety (90) days of the receipt of notice of such breach in an amount sufficient to avoid
such Additional Trust Expense. With respect to any Joint Mortgage Loan, the applicable Seller’s obligation shall be such
Seller’s pro rata share based on such Seller’s percentage interest as of the date of the applicable Mortgage
Loan Purchase Agreement in such Joint Mortgage Loan. The parties hereto acknowledge that such reimbursement shall be the only obligation
of the related Seller (and any related Seller Guarantor) with respect to the breach discussed in the second preceding sentence.


 


If a Mortgage Loan or an
REO Property is repurchased or replaced by a Seller (or any related Seller Guarantor) as contemplated by this Section 2.3,
the Master Servicer shall provide prompt electronic notice to the Special Servicer, the Certificate Administrator (who shall promptly
post such notice on the Certificate Administrator’s Website pursuant to Section 5.4) and the 17g-5 Information Provider
(who shall promptly post such notice on the 17g-5 Information Provider’s Website pursuant to Section 5.7).


 


With respect to any Joint
Mortgage Loan, the obligations of each of the applicable Sellers to repurchase or substitute with respect to a Material Document
Defect or Material Breach with respect to the related Mortgage Loan shall be limited to a repurchase or substitution with respect
to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage Loan Purchase Agreement. With respect to
any Joint Mortgage Loan, any cure by either of the applicable Sellers with respect to the Mortgage Note sold by it to the Depositor
in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material Document Defect or Material Breach
with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Sellers with respect to such
Joint Mortgage Loan.


 


(b)          In
connection with any repurchase of or substitution for a Mortgage Loan contemplated by this Section 2.3, the Trustee, the
Custodian, the Master Servicer and the Special Servicer shall each tender to the related Seller, after delivery to each of them
of a receipt executed by such Seller, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed
by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or
appropriate to the related Seller or its designee in the same manner, and pursuant to appropriate forms of assignment, substantially
similar to the manner and forms pursuant to which documents were previously assigned to the Trustee, but in any event, without
recourse, representation or warranty; provided that such tender by the Trustee and the Custodian shall be conditioned upon
its receipt from the Master Servicer


 



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of a Request for Release. The Master Servicer shall, and is hereby authorized and empowered
by the Trustee to, prepare, execute and deliver in its own name, on behalf of the Certificateholders and the Trustee or any of
them, the endorsements and assignments contemplated by this Section 2.3, and the Trustee shall execute and deliver any powers
of attorney substantially in the form of Exhibit O-1 (or such other form as mutually agreed to by the Trustee and the Master
Servicer) necessary to permit the Master Servicer to do so. The Master Servicer shall, and is also hereby authorized and empowered
by the Trustee to, reconvey to the related Seller any deposits then held in an Escrow Account relating to the Mortgage Loan being
repurchased or substituted for. The Master Servicer shall indemnify the Trustee for all costs, liabilities and expenses (including
attorneys’ fees) incurred by the Trustee in connection with any negligent or intentional misuse of any such powers of attorney
by the Master Servicer.


 


(c)          The
Mortgage Loan Purchase Agreements provide the sole remedies available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Material Document Defect or Material Breach. The parties hereunder understand that (i) UBSRES,
as Seller under Mortgage Loan Purchase Agreement I, will be providing the remedies with respect to the UBSRES Loans, (ii) BANA,
as Seller under Mortgage Loan Purchase Agreement II, will be providing the remedies with respect to the BANA Loans, and (iii) MSMCH,
as Seller under Mortgage Loan Purchase Agreement III, will be providing the remedies with respect to the MSMCH Loans.


 


(d)          The
Master Servicer or the Special Servicer may enforce the provisions of this Section 2.3.


 


(e)          If
the Depositor, the Master Servicer or the Special Servicer (each a “Repurchase Request Recipient”): (1) receives
notice of a Demand; or (2) receives notice of a withdrawal of a Demand by the Person making such Demand, then such party shall
give written notice thereof to the applicable Seller and the other parties hereto within ten (10) Business Days from the date of
receipt of such notice. Each notice required by this Section 2.3(e) (a “Rule 15Ga-1 Notice”) shall include:
(i) the date the Demand was delivered to the Repurchase Request Recipient or was withdrawn by the Person making such Demand, as
the case may be; (ii) the identity of the related Mortgage Loan and the identity of the Person making such Demand; (iii) the breach
of representation or warranty or document deficiency asserted by the Person making the Demand, to the extent known to the Repurchase
Request Recipient; and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Demand.
Each Rule 15Ga-1 Notice may be delivered by electronic means. A Repurchase Request Recipient shall not be required to provide any
information under this Section 2.3(e) if and to the extent that such information is protected by either the attorney-client
privilege or the attorney work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice
is provided only to assist the Depositor, the related Seller and their respective Affiliates in complying with Rule 15Ga-1, Items
1104 and 1121 of Regulation AB and/or any other 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 2.3(e) 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 Rule
15Ga-1 Notice


 






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If the Trustee, Custodian
or the Certificate Administrator receives a Demand, then such party shall promptly (but in no event later than ten (10) calendar
days following receipt by the Certificate Administrator, Custodian or the Trustee, as the case may be) forward such Demand to the
Master Servicer (with a copy to the Special Servicer), if relating to a Non-Specially Serviced Mortgage Loan, or to the Special
Servicer (with a copy to the Master Servicer), if relating to a Specially Serviced Mortgage Loan (or any successor REO Mortgage
Loan), and shall include the following statement in the related correspondence: “This is a “Demand” under Section
2.3 of the Pooling and Servicing Agreement relating to the MSCI 2015-UBS8 Commercial Mortgage Pass-Through Certificates requiring
action by you as the “Repurchase Request Recipient” thereunder”. Upon receipt of a Demand by the Master Servicer
or Special Servicer, as applicable, pursuant to the prior sentence, such party shall be deemed a Repurchase Request Recipient in
respect of such Demand, and such party shall comply with the procedures set forth in the prior paragraph of this Section 2.3(e)
with respect to such Demand. None of the Trustee, the Custodian or the Certificate Administrator shall accept any oral Demands,
and each of the Trustee, the Custodian and the Certificate Administrator shall direct any Person making a Demand to submit it in
writing to the Certificate Administrator (who will then act in accordance with the first sentence of this paragraph). Any Demand
to the Certificate Administrator must be submitted in writing or by email to mmgrepurchases@wellsfargo.com (or such other
email address as the Certificate Administrator shall designate from time to time) with a subject line of “Repurchase Request
- MSCI 2015-UBS8”.


 


Section 2.4          Representations
and Warranties. The Depositor hereby represents and warrants to the Master Servicer, the Special Servicer, the Trust Advisor,
the Trustee (in its capacity as Trustee of the Trust), Custodian and the Certificate Administrator, and for the benefit of the
Certificateholders, as of the Closing Date that:


 


(a)          The
Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence
and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into
and perform its obligations under this Agreement, and to create the trust pursuant hereto;


 


(b)          The
execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part
of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated,
nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, (i) any
of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties;
(ii) the certificate of incorporation or bylaws of the Depositor; or (iii) the terms of any indenture or other agreement or instrument
to which the Depositor is a party or by which it is bound; neither the Depositor nor any of its Affiliates is a party to, bound
by, or in breach of or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute,
order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects or to the best knowledge of the Depositor may in the future materially and adversely affect (i)
the ability of the Depositor to perform its obligations under this Agreement or (ii) the business, operations, financial condition,
properties or assets of the Depositor;


 






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(c)          The
execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby
do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or
taken prior to the date hereof;


 


(d)          This
Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the
Trustee, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms, subject,
as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership,
liquidation and other similar laws affecting creditors’ rights generally as from time to time in effect, and to general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public
policy with respect to indemnification or contribution as to violations of securities laws;


 


(e)          There
are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, threatened or likely to be asserted
against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect
to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the
Depositor will be determined adversely to the Depositor and will, if determined adversely to the Depositor, materially and adversely
affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform
its obligations under this Agreement; and


 


(f)          Immediately
prior to the consummation of the transactions contemplated in this Agreement, the Depositor had good title to and was the sole
owner of each Mortgage Loan free and clear of any and all adverse claims, charges or security interests (including liens arising
under the federal tax laws or the Employee Retirement Income Security Act of 1974, as amended).


 


Section 2.5           Conveyance
of Interests.  Effective as of the Closing Date, the Depositor does hereby transfer, assign, set over, deposit with and otherwise
convey to the Trustee, without recourse, in trust, all the right, title and interest of the Depositor in and to (i) the assets
of REMIC I in exchange for the REMIC I Interests, (ii) the REMIC I Regular Interests in exchange for the REMIC II Interests, (iii)
the REMIC II Regular Interests in exchange for the REMIC III Interests and (iv) the right to receive Excess Interest in exchange
for the Class V Certificates. The Trustee acknowledges such assignment and on the Closing Date, and in exchange therefor, the
Certificate Registrar, on behalf of the Trustee, has executed and the Authenticating Agent, on behalf of the Trustee, has authenticated
and delivered to or upon the order of the Depositor the REMIC III Regular Certificates, Class V Certificates and Class R Certificates
in authorized denominations, in each case registered in the name set forth in such order or as so directed in this Agreement.


 






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Section 2.6          Certain
Matters Relating to Non-Serviced Mortgage Loans. Notwithstanding anything to the contrary in this Agreement, with respect
to each Mortgage Loan that is a Non-Serviced Mortgage Loan, each of the document delivery requirements set forth herein will be
satisfied by the delivery by the applicable Seller of copies of each such document specified herein (other than the Mortgage Note
(and all intervening endorsements) evidencing the Mortgage Loan, with respect to which the originals shall be required); provided,
the document delivery requirements for the Assignment of Mortgage, any assignment of Assignment of Leases and any UCC-3 financing
statement set forth herein will be satisfied by the delivery by the applicable Seller of copies of such documents made in favor
of the trustee of the Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


ARTICLE
III

THE CERTIFICATES


 


Section 3.1          The
Certificates.


 


(a)          The
Certificates shall be in substantially the forms set forth in the Exhibits attached hereto, 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 Trustee
or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be
determined by the officers executing such Certificates, as evidenced by their execution thereof.


 


The Definitive Certificates
shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any
other manner permitted by the rules of any securities exchange on which any of the Certificates may be listed, all as determined
by the officers executing such Certificates, as evidenced by their execution thereof.


 


(b)          The
Class X Certificates will be issuable in denominations of $100,000 initial Notional Amount and in any whole dollar denomination
in excess thereof. The Registered Certificates (other than the Class X-A Certificates) will be issuable in denominations of $10,000
initial Certificate Balance and in any whole dollar denomination in excess thereof. The Non-Registered Certificates that are Principal
Balance Certificates will be issuable in denominations of $100,000 initial Certificate Balance and in any whole dollar denomination
in excess thereof. The Class V and Class R Certificates will be issued in minimum Percentage Interests of 10% (or, with respect
to the Class V Certificates, 5%) and integral multiples of 1% in excess thereof.


 


(c)          Each
Certificate shall, on original issue, be executed by the Certificate Registrar and authenticated by the Authenticating Agent upon
the order of the Depositor. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose,
unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein, executed
by an authorized officer of the Authenticating Agent by manual signature, and such certification upon any Certificate shall be
conclusive evidence, and the only


 



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evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates
shall be dated the date of their authentication. At any time and from time to time after the execution and delivery of this Agreement,
the Depositor may deliver Certificates to the Authenticating Agent for authentication and the Authenticating Agent shall authenticate
and deliver such Certificates only as provided for in this Agreement. If additional Certificates need to be prepared at any time
subsequent to the Closing Date, the Depositor shall prepare, or cause to be prepared, deliver, or cause to be delivered, at the
Depositor’s expense, any such additional Certificates. With respect to the REMIC III Regular Certificates that are issued
in book-entry form, on the Closing Date, the Authenticating Agent upon the order of the Depositor shall authenticate Book-Entry
Certificates that are issued to a Clearing Agency or its nominee as provided in Section 3.7 against payment of the purchase
price thereof. With respect to the Non-Registered Certificates that are issued in definitive form, on the Closing Date, the Authenticating
Agent upon the order of the Depositor shall authenticate Definitive Certificates that are issued to the registered holder thereof
against payment of the purchase price thereof.


 


Section 3.2          Registration.
The Certificate Administrator shall be the initial Certificate Registrar in respect of the Certificates and the Certificate
Registrar shall maintain books for the registration and for the transfer of Certificates (the “Certificate Register”).
The Certificate Registrar may resign or be discharged or removed by the Certificate Administrator or the Certificateholders, and
a new successor may be appointed, in accordance with the procedures and requirements set forth in Sections 7.6 and 7.7
hereof with respect to the resignation, discharge or removal of the Certificate Administrator and the appointment of a successor
Certificate Administrator. The Certificate Registrar may appoint, by a written instrument delivered to the Holders and the Trustee,
any trust company to act as co-registrar under such conditions as the Certificate Registrar may prescribe; provided that
the Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment.


 


Section 3.3          Transfer
and Exchange of Certificates.


 


(a)          A
Certificate may be transferred by the Holder thereof only upon presentation and surrender of such Certificate at the Corporate
Trust Office of the Certificate Administrator, duly endorsed or accompanied by a written instrument of transfer duly executed by
such Holder or such Holder’s duly authorized attorney in such form as shall be satisfactory to the Certificate Registrar.
Upon the transfer of any Certificate in accordance with the preceding sentence, and subject to the restrictions set forth in the
other subsections of this Section 3.3, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate
and deliver to the transferee, one or more new Certificates of the same Class and evidencing, in the aggregate, the same aggregate
initial Certificate Balance, initial Notional Amount or Percentage Interest, as the case may be, as the Certificate being transferred.
No service charge shall be made to a Certificateholder for any registration of transfer of Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration
or transfer of Certificates. The Certificate Registrar may decline to accept any request for a registration of transfer of any
Certificate during the period beginning five (5) calendar days prior to any Distribution Date.


 


(b)          A
Certificate may be exchanged by the Holder thereof for any number of new Certificates of the same Class, in authorized denominations,
representing in the aggregate


 



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the same initial Certificate Balance, initial Notional Amount or Percentage Interest, as the case
may be, as the Certificate surrendered, upon surrender of the Certificate to be exchanged at the offices of the Certificate Registrar
duly endorsed or accompanied by a written instrument of exchange duly executed by such Holder or such Holder’s duly authorized
attorney in such form as is satisfactory to the Certificate Registrar. Certificates delivered upon any such exchange will evidence
the same obligations, and will be entitled to the same rights and privileges, as the Certificates surrendered. No service charge
shall be made to a Certificateholder for any exchange of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates. Whenever
any Certificates are so surrendered for exchange, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate,
date and deliver the Certificates which the Certificateholder making the exchange is entitled to receive.


 


(c)          No
transfer, sale, pledge or other disposition of any Non-Registered Certificate or interest therein shall be made unless such transfer,
sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any
applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If
a transfer of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities
Act (other than in connection with the initial issuance of the Certificates or a transfer of such Non-Registered Certificate by
the Depositor or one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives
(and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit D-1 hereto and a certificate from such Certificateholder’s prospective
Transferee substantially in the form attached either as Exhibit D-2A hereto or as Exhibit D-2B hereto; or (ii) an
opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration
under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such opinion of counsel
is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar in their respective capacities
as such). No transfer of a Class R Certificate may be made to a Person that is not a Qualified Institutional Buyer, and any certificate
and/or opinion of counsel delivered pursuant to the preceding sentence must reflect that the Transferee of a Class R Certificate
is a Qualified Institutional Buyer. No transfer of a Class V Certificate may be made to a Person that is not a Qualified Institutional
Buyer or an Institutional Accredited Investor. No transfer of a Class V or Class R Certificate may be made in book-entry form.
No Person may hold an interest in a Rule 144A Global Certificate unless that Person is a Qualified Institutional Buyer, and no
“U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) may hold an interest in a Regulation
S Global Certificate, and transfers of interests in the Global Certificates that would result in a violation of the foregoing are
prohibited. No party to this Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities
Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any
Certificate. Any Certificateholder or Certificate Owner desiring to effect a transfer of Non-Registered Certificates or interests
therein shall, and does hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to this Agreement against


 



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any liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance
with such federal and state laws.


 


(d)          No
transfer of a Class V or Class R Certificate or other Non-Investment Grade Certificate or any interest therein shall be made (A)
to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts, the assets of which are considered “plan assets” under U.S.
Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, including, without limitation, insurance
company general accounts, that is subject to Title I of ERISA or Section 4975 of the Code or any applicable federal, state or local
law (“Similar Laws”) materially similar to the foregoing provisions of ERISA or the Code (each, a “Plan”),
or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with “plan assets” of a Plan, unless: (i) except in the case of a Class V or Class R Certificate,
the purchase and holding of such Certificate or interest therein qualifies for the exemptive relief available under Sections I
and III of U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60; or (ii) in the case
of a Non-Investment Grade Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate, the prospective
Transferee provides the Certificate Registrar with a certification of facts and an Opinion of Counsel which establish to the satisfaction
of the Certificate Registrar that such transfer will not constitute or result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code or any Similar Laws or subject any party to this Agreement to any obligation in addition
to those undertaken in this Agreement. Each Person who acquires any Class V or Class R Certificate or other Non-Investment Grade
Certificate as a Definitive Certificate (unless it shall have acquired such Certificate from the Depositor or an Affiliate thereof
or unless, in the case of a Non-Investment Grade Certificate (other than a Class V or Class R Certificate), it shall have delivered
to the Certificate Registrar the certification of facts and Opinion of Counsel referred to in clause (ii) of the preceding
sentence) shall be required to deliver to the Certificate Registrar a certification in the form of Exhibit D-2A or Exhibit
D-2B hereto that includes a certification to the effect that: (i) it is neither a Plan nor any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets”
of a Plan; or (ii) that, except in the case of a Class V or Class R Certificate, the purchase and holding of such Certificate or
interest therein by such Person qualifies for the exemptive relief available under Sections I and III of PTCE 95-60 or another
exemption from the “prohibited transactions” rules under ERISA issued by the U.S. Department of Labor or similar exemption
under Similar Laws.


 


(e)          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 Certificate
Administrator under clause (F) below to deliver payments to a Person other than such Person and to have irrevocably authorized
the Certificate Registrar under clause (G) below to negotiate the terms of any mandatory sale and to execute all instruments
of Transfer and to do all other things necessary in connection with any such sale. The rights of such person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions:


 






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(A)          (1)
Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and a United States
Tax Person other than 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 any person that is not a United States Tax Person, and shall promptly notify the Certificate Registrar of
any change or impending change in its status as a Permitted Transferee and (2) each Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Qualified Institutional Buyer and shall promptly notify the Certificate Registrar of any change
or impending change in its status as a Qualified Institutional Buyer.


 


(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
and agreement substantially in the form attached hereto as Exhibit E-1 (a “Transferee Affidavit and Agreement”)
from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among
other things, that such Transferee is a Permitted Transferee, that it is a Qualified Institutional Buyer, that it is not acquiring
its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for
any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class R Certificate,
it will endeavor to remain a Permitted Transferee, that it is a United States Tax Person other than 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 any person that is not
a United States Tax Person, that if such Transferee is a partnership, trust or disregarded entity for U.S. federal income tax purposes,
then each Person that may be allocated income from a Class R Certificate is a United States Tax Person, that it is not a foreign
permanent establishment or fixed base, within the meaning of any applicable income tax treaty, of any United States Tax Person,
that it has historically paid its debts as they have come due and will continue to do so in the future, that it understands that
its tax liability with respect to the Class R Certificates may exceed cash flows thereon and it intends to pay such taxes as they
come due, that it will not cause income with respect to the Class R Certificates to be attributable to a foreign permanent establishment
or fixed base, within the meaning of any applicable income tax treaty, of such proposed Transferee or any other United States Tax
Person, that it will provide the Certificate Registrar with all information necessary to determine that the applicable paragraphs
of Section 13 of such Transferee Affidavit and Agreement are true or that Section 13 is not applicable, and that it has reviewed
the provisions of this Section 3.3(e) and agrees to be bound by them.


 


(C)          Notwithstanding
the delivery of a Transferee Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer
of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee or is not a United
States Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected.


 



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(D)          Each
Person holding or acquiring an Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit and
Agreement 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 certificate
substantially in the form attached hereto as Exhibit E-2 stating, among other things that (x) it has conducted a reasonable
investigation of the financial condition of the proposed Transferee and, as a result of the investigation, the Transferor determines
that the proposed Transferee had historically paid its debts as they came due and found no significant evidence that the proposed
Transferee will not continue to pay its debts as they come due in the future and, (y) it has no actual knowledge that such prospective
Transferee is not a Permitted Transferee, is not a United States Tax Person or 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 any person that is not a United States Tax Person,
is a foreign permanent establishment or fixed base, within the meaning of any applicable income tax treaty, of any United States
Tax Person or is a Person with respect to which income on the Class R Certificate is attributable to a foreign permanent establishment
or fixed base, within the meaning of any applicable income tax treaty.


 


(E)          Each
Person holding or acquiring an Ownership Interest in a Class R Certificate that is a “pass-through interest holder”
within the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) or is holding an Ownership Interest in a Class
R Certificate on behalf of a “pass-through interest holder”, by purchasing an Ownership Interest in such Certificate,
agrees to give the Certificate Registrar written notice of its status as such immediately upon holding or acquiring such Ownership
Interest in a Class R Certificate.


 


(F)          If
any purported Transferee shall become a Holder of a Class R Certificate in violation of the provisions of this Section 3.3(e)
or if any Holder of a Class R Certificate shall lose its status as a Permitted Transferee or a United States Tax Person, then the
last preceding Holder of such Class R Certificate that was in compliance with the provisions of this Section 3.3(e) shall
be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. None of the Trustee, the Custodian, the Master Servicer, the Special Servicer, the
Trust Advisor, the Certificate Registrar or the Certificate Administrator shall be under any liability to any Person for any registration
of Transfer of a Class R Certificate that is in fact not permitted by this Section 3.3(e) or for making any payments due
on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this
Agreement.


 


(G)          If
any purported Transferee shall become a Holder of a Class R Certificate in violation of the restrictions in this Section 3.3(e),
or if any Holder of a Class R Certificate shall lose its status as a Permitted Transferee or a United States Tax Person, and to
the extent that the retroactive restoration of the rights and obligations of the prior Holder of such Class R Certificate as set
forth in clause (F) above shall be invalid, illegal


 



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or unenforceable, then the Certificate Registrar shall have the right,
without notice to the Holder or any prior Holder of such Class R Certificate, but not the obligation, to sell or cause to be sold
such Class R Certificate to a purchaser selected by the Certificate Registrar on such terms as the Certificate Registrar may choose.
Such noncomplying Holder shall promptly endorse and deliver such Class R Certificate in accordance with the instructions of the
Certificate Registrar. Such purchaser may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. The
proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates),
expenses and taxes due, if any, will be remitted by the Certificate Registrar to such noncomplying Holder. The terms and conditions
of any sale under this clause (G) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate
Registrar shall not be liable to any Person having an Ownership Interest in a Class R Certificate as a result of its exercise of
such discretion.


 


The Certificate Administrator shall make available
to the Internal Revenue Service and those Persons specified by the REMIC Provisions, all information in its possession necessary
to compute any tax imposed (i) as a result of the Transfer of an Ownership Interest in a Class R Certificate to any Person who
is not a Permitted Transferee, including the information described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5)
with respect to the “excess inclusions” of such Class R Certificate and (ii) as a result of any regulated investment
company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381
of the Code that holds an Ownership Interest in a Class R Certificate having as among its record holders at any time any Person
which is not a Permitted Transferee. The Person holding such Ownership Interest shall be responsible for the reasonable compensation
of the Master Servicer and the Certificate Administrator for providing such information.


 


The provisions of this Section
3.3(e) may be modified, added to or eliminated, provided that there shall have been delivered to the Trustee, the Custodian,
the Certificate Administrator, the Certificate Registrar, the Master Servicer and the Depositor, an Opinion of Counsel (subject
to Section 5.7, a copy of which shall be provided to each Rating Agency), in form and substance satisfactory to the Trustee,
the Certificate Registrar and the Depositor, to the effect that such modification of, addition to or elimination of such provisions
will not cause any REMIC Pool to (A) cease to qualify as a REMIC or (B) be subject to an entity-level tax caused by the Transfer
of any Class R Certificate to a Person which is not a Permitted Transferee, or cause a Person other than the prospective Transferee
to be subject to a tax caused by the Transfer of a Class R Certificate to a Person which is not a Permitted Transferee.


 


(f)          None
of the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Certificate Administrator, the Custodian or the
Certificate Registrar shall have any liability to the Trust arising from a transfer of any Certificate in reliance upon a certification,
ruling or opinion of counsel described in this Section 3.3; provided, that the Certificate Registrar shall not register
the transfer of a Class R Certificate if it has actual knowledge that the proposed transferee does not meet the qualifications
of a permitted Holder of a Class R Certificate as set forth in Section 3.3(e); provided, further, that the
Certificate Registrar shall not register the transfer of a Class R Certificate if it shall have received notice that the Transferor
has determined, as a result of the investigation under Section 3.3(e)(D), that the proposed Transferee


 



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has not paid its
debts as they came due or that it will not pay its debts as they come due in the future. The Certificate Registrar shall have no
obligation or duty to monitor, determine or inquire as to compliance with any restriction on transfer or exchange of Certificates
or any interest therein imposed under this Article III or under applicable law other than to require delivery of the certifications
and/or opinions described in this Article III; provided, that the Certificate Registrar shall not register the transfer
of a Class R Certificate if it has actual knowledge that the proposed transferee does not meet the qualifications of a permitted
Holder of a Class R Certificate as set forth in Section 3.3(e). The Certificate Registrar shall have no liability for transfers
(including without limitation transfers made through the book-entry facilities of the Depository or between or among Participants
or Certificate Owners) made in violation of applicable restrictions, provided that the Certificate Registrar has satisfied
its duties expressly set forth in Sections 3.3(c), 3.3(d) and 3.3(e).


 


(g)          All
Certificates surrendered for transfer and exchange shall be physically cancelled by the Certificate Registrar, and the Certificate
Registrar shall hold such cancelled Certificates in accordance with its standard procedures.


 


(h)          The
Certificate Registrar shall provide the Master Servicer, the Special Servicer and the Depositor, upon written request, with an
updated copy of the Certificate Register within a reasonable period of time following receipt of such request.


 


(i)          Unless
and until it is exchanged in whole for the individual Certificates represented thereby, a Global Certificate representing all of
the Certificates of a Class may not be transferred, except as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a
successor Clearing Agency or a nominee of such successor Clearing Agency, and no such transfer to any such other Person may be
registered; provided that this subsection (i) shall not prohibit any transfer of a Certificate of a Class that is
issued in exchange for a Global Certificate of the same Class pursuant to Section 3.9 below. Nothing in this subsection
(i) shall prohibit or render ineffective any transfer of a beneficial interest in a Global Certificate effected in accordance
with the other provisions of this Section 3.3.


 


Section 3.4      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) except
in the case of a mutilated Certificate so surrendered, 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 notice to the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall execute, and the Authenticating Agent shall 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. In connection with the issuance of any new Certificate under this Section 3.4, the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section 3.4 shall constitute complete and indefeasible evidence of ownership in the
Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 






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Section 3.5     Persons
Deemed Owners. Prior to presentation of a Certificate for registration of transfer, the Master Servicer, the Special Servicer,
the Trustee, the Custodian, the Trust Advisor, the Certificate Administrator and any agent of any such party, may treat the Person
in whose name any Certificate is registered as of the related Record Date as the owner of such Certificate for the purpose of
receiving distributions as provided in this Agreement and for all other purposes whatsoever, and no such party (nor any agent
thereof) shall be affected by any notice to the contrary.


 


Section 3.6      Access
to List of Certificateholders’ Names and Addresses.


 


(a)          If
any three (3) or more Certifying Certificateholders or any party to this Agreement (i) request in writing from the Certificate
Registrar a list of the names and addresses of Certificateholders and (ii) in the case of a request by Certificateholders, state
that such Certificateholders desire to communicate with other Certificateholders with respect to their rights under this Agreement
or under the Certificates, then the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request,
at no cost to such requesting party, afford such Certificateholders or applicable party to this Agreement, as applicable, access
during normal business hours to a current list of the Certificateholders or, if requested, shall provide such list electronically
to the applicable requesting party; provided, that the Certificate Registrar shall not be required to determine the identity
of any Certificate Owner of any Book-Entry Certificate. Every Certificateholder, by receiving and holding a Certificate, agrees
that none of the Certificate Registrar or any other party to this Agreement shall 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.


 


(b)          Upon
the written request of any Certifying Certificateholder that (i) states that such Certificateholder desires the Certificate Registrar
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 and (ii) provides a copy
of the Special Notice which such Certificateholder proposes to transmit, the Certificate Registrar shall deliver such Special Notice
to the Certificate Administrator, who shall make a copy of such Special Notice available electronically on the Certificate Administrator’s
Website pursuant to Section 5.4. The costs and expenses of the Certificate Registrar associated with delivering any such
Special Notice shall be borne by the party or parties requesting delivery of such Special Notice. 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 Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


Section 3.7      Book-Entry
Certificates.


 


(a)          The
REMIC III Regular Certificates (exclusive of any Non-Registered Certificates that are sold in the United States to Institutional
Accredited Investors that are not Qualified Institutional Buyers), in the case of each Class thereof, upon original issuance, shall
be issued in the form of one or more Global Certificates representing the Book-Entry Certificates of such Class, to be delivered
to the Certificate Registrar, as custodian for the Depository, the initial Clearing Agency, by, or on behalf of, the Depositor,
provided, that any Non-Registered


 



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Certificates sold to Institutional Accredited Investors that are not Qualified Institutional
Buyers, together with the Class V and Class R Certificates, will be issued as Definitive Certificates. The Global Certificates
shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the Depository, as the
initial Clearing Agency, and no Certificate Owner will receive a Definitive Certificate representing such Certificate Owner’s
interest in the Global Certificates, except as provided in Section 3.9. With respect to those Classes of Certificates issued
as Global Certificates, unless and until Definitive Certificates have been issued to the related Certificate Owners pursuant to
Section 3.9:


 


(i)          the
provisions of this Section 3.7 shall be in full force and effect with respect to each such Class;


 


(ii)         the
Depositor, the Master Servicer, the Certificate Administrator, the Certificate Registrar, the Custodian and the Trustee may deal
with the Clearing Agency for all purposes (including the making of distributions on the Certificates) as the authorized representative
of the Certificate Owners;


 


(iii)        to
the extent that the provisions of this Section 3.7 conflict with any other provisions of this Agreement, the provisions
of this Section 3.7 shall control with respect to each such Class; and


 


(iv)       the
rights of the Certificate Owners of each such Class shall be exercised only through the Clearing Agency and the applicable Participants
and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or
the Participants. Pursuant to the Depository Agreement, unless and until Certificates are issued pursuant to Section 3.9,
the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal
and interest on the related Certificates to such Participants.


 


(b)          For
purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders
of the Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Certificates, such direction
or consent may be given by the Clearing Agency at the direction of Certificate Owners owning Certificates evidencing the requisite
percentage of principal amount of Certificates. The Clearing Agency may take conflicting actions with respect to the Certificates
to the extent that such actions are taken on behalf of the Certificate Owners.


 


(c)          The
Certificates of each Class of Non-Registered Certificates (other than the Class V and Class R Certificates) initially sold in reliance
on Rule 144A shall be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate
Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Non-Registered
Certificates initially sold to Institutional Accredited Investors that are not Qualified Institutional Buyers, together with the
Class V and Class R Certificates, shall be represented by Definitive Certificates for such Class. The Non-Registered Certificates
evidenced by any Rule 144A Global Certificate or Definitive Certificate shall be subject to certain restrictions on transfer as
set forth in Section 3.3 hereof and shall bear legend(s) regarding such restrictions described herein.


 






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(d)          The
Certificates of each Class of Non-Registered Certificates (other than the Class V and Class R Certificates) initially sold in offshore
transactions in reliance on Regulation S shall be represented by the Regulation S Temporary Global Certificate for such Class,
which shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede &
Co. as nominee of the Depository. Not earlier than the Release Date, beneficial interests in any Regulation S Temporary Global
Certificate shall be exchangeable for beneficial interests in the Regulation S Permanent Global Certificate for such Class. Beneficial
interests in any Regulation S Temporary Global Certificate may be held only through Euroclear Bank or Clearstream Bank; provided,
that such interests may be exchanged for interests in the Rule 144A Global Certificate for such Class in accordance with the certification
requirements described in Section 3.7(f). The Regulation S Permanent Global Certificates shall be deposited with the Certificate
Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository.


 


On or prior to the Release
Date and on or prior to any Distribution Date occurring prior to the Release Date, each Certificate Owner of a Regulation S Temporary
Global Certificate that holds a beneficial interest therein on the Release Date or on any such Distribution Date, as the case may
be, must deliver to Euroclear Bank or Clearstream Bank (as applicable) a Regulation S Certificate; provided, that any Certificate
Owner that holds a beneficial interest in a Regulation S Temporary Global Certificate on the Release Date or on any such Distribution
Date that has previously delivered a Regulation S Certificate to Euroclear Bank or Clearstream Bank with respect to its interest
therein does not need to deliver any subsequent Regulation S Certificate (unless the certificate previously delivered is no longer
true as of such subsequent date, and such Certificate Owner must promptly notify Euroclear Bank or Clearstream Bank, as applicable,
thereof). Euroclear Bank or Clearstream Bank, as applicable, shall be required to promptly deliver to the Certificate Registrar
a certificate substantially in the form of Exhibit H hereto to the effect that it has received the requisite Regulation
S Certificates for each such Class, and no Certificate Owner (or transferee from any such Certificate Owner) shall be entitled
to receive an interest in the Regulation S Permanent Global Certificate for such Class or any payment or principal or interest
with respect to its interest in such Regulation S Temporary Global Certificate prior to the Certificate Registrar receiving such
certification from Euroclear Bank or Clearstream Bank with respect to the portion of the Regulation S Temporary Global Certificate
owned by such Certificate Owner (and, with respect to an interest in the applicable Regulation S Permanent Global Certificate,
prior to the Release Date). After the Release Date, distributions due with respect to any beneficial interest in a Regulation S
Temporary Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest
in the related Regulation S Permanent Global Certificate is improperly withheld or refused. No interest in a Regulation S Global
Certificate may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest
in the Rule 144A Global Certificate for such Class as set forth in Section 3.7(f).


 


(e)          Except
in the limited circumstances described below in Section 3.9, owners of beneficial interests in Global Certificates shall
not be entitled to receive physical delivery of Definitive Certificates. The Certificates are not issuable in bearer form. Upon
the issuance of each Global Certificate, the Depository or its custodian shall credit, on its internal system, the respective principal
amount of the individual beneficial interests represented by such Global Certificate to the accounts of Persons who have accounts
with such Depository. Such


 



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accounts initially shall be designated by or on behalf of the Underwriters and the Initial Purchasers.
Ownership of beneficial interests in a Global Certificate shall be limited to Customers or Persons who hold interests directly
or indirectly through Customers. Ownership of beneficial interests in the Global Certificates shall be shown on, and the transfer
of that ownership shall be effected only through, records maintained by the Depository or its nominee (with respect to interests
of Customers) and the records of Customers (with respect to interests of Persons other than Customers).


 


So long as the Depository,
or its nominee, is the registered holder of a Global Certificate, the Depository or such nominee, as the case may be, shall be
considered the sole owner and holder of the Certificates represented by such Global Certificate for all purposes under this Agreement
and the Certificates, including, without limitation, obtaining consents and waivers thereunder, and the Trustee, the Custodian,
the Certificate Administrator and the Certificate Registrar shall not be affected by any notice to the contrary. Except under the
circumstance described in Section 3.9, owners of beneficial interests in a Global Certificate will not be entitled to have
any portions of such Global Certificate registered in their names, will not receive or be entitled to receive physical delivery
of Definitive Certificates in certificated form and shall not be considered the owners or holders of the Global Certificate (or
any Certificates represented thereby) under this Agreement or the Certificates. In addition, no Certificate Owner of an interest
in a Global Certificate shall be able to transfer that interest except in accordance with the Depository’s applicable procedures
(in addition to those under this Agreement and, if applicable, those of Euroclear Bank and Clearstream Bank).


 


(f)          Any
holder of an interest in a Regulation S Global Certificate shall have the right, upon prior written notice to the Certificate Registrar,
Euroclear Bank or Clearstream Bank, as applicable, and the Depository, in the form of an Exchange Certification (substantially
in the form of Exhibit G attached hereto), to exchange all or a portion of such interest (in authorized denominations as
set forth in Section 3.1(b)) for an equivalent interest in the Rule 144A Global Certificate for such Class in connection
with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Rule 144A Global Certificate
as set forth herein; provided that no Exchange Certification shall be required if any such exchange occurs after the Release
Date. Any holder of an interest in the Rule 144A Global Certificate shall have the right, upon prior written notice to the Certificate
Registrar, the Depository and Euroclear Bank or Clearstream Bank, as applicable, in the form of an Exchange Certification (substantially
in the form of Exhibit G attached hereto), to exchange all or a portion of such interest (in authorized denominations as
set forth in Section 3.1(b)) for an equivalent interest in the Regulation S Global Certificate for such Class in connection
with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Regulation S Global Certificate
as set forth herein; provided, that if such exchange occurs prior to the Release Date, the transferee shall acquire an interest
in a Regulation S Temporary Global Certificate only and shall be subject to all of the restrictions associated therewith described
in Section 3.7(d). Following receipt of any Exchange Certification or request for transfer, as applicable, by the Certificate
Registrar: (i) the Certificate Registrar shall endorse the schedule to any Global Certificate representing the Certificate or Certificates
being exchanged to reduce the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates
for which such exchange is to be made, and (ii) the Certificate Registrar shall endorse the schedule to any Global Certificate
representing the Certificate or Certificates for which such exchange is to be made to increase the


 



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stated principal amount of such
Global Certificate by the denominations of the Certificate or Certificates being exchanged therefor. The form of the Exchange Certification
shall be available from the Certificate Registrar.


 


(g)          If
a Holder of a Definitive Certificate wishes at any time to exchange such Definitive Certificate for an interest in the Rule 144A
Global Certificate of the same Class, or to transfer such Definitive Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in the Rule 144A Global Certificate of the same Class, such Holder may, subject to the rules and procedures
of the Depository, cause the exchange of such Definitive Certificate for an equivalent beneficial interest in the Rule 144A Global
Certificate of the same Class; provided that such Holder shall pay all reasonable costs and expenses associated therewith.
Upon receipt by the Certificate Registrar, as registrar, at its Corporate Trust Office, of (1) such Definitive 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 Rule 144A Global Certificate equal to the Certificate Balance of
the Definitive Certificate to be exchanged or transferred, 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 D-3 hereto, then the
Certificate Registrar, as registrar, shall cancel or cause the cancellation of such Definitive Certificate and shall instruct the
Depository to increase, or cause to be increased, the Certificate Balance of the applicable Rule 144A Global Certificate by the
aggregate Certificate Balance of the Definitive Certificate to be exchanged or transferred and to credit, or cause to be credited,
to the account of the Person specified in such instructions a beneficial interest in the applicable Rule 144A Global Certificate
equal to the Certificate Balance of the Definitive Certificate so canceled.


 


Section 3.8      Notices
to Clearing Agency. Whenever notice or other communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to the related Certificateholders pursuant to Section 3.9, the
Certificate Administrator shall give all such notices and communications specified herein to be given to Holders of the Book-Entry
Certificates to the Clearing Agency which shall give such notices and communications to the related Participants in accordance
with its applicable rules, regulations and procedures.


 


Section 3.9      Definitive
Certificates.


  


(a)          Definitive
Certificates will be issued to the owners of beneficial interests in a Global Certificate or their nominees if (i) the Clearing
Agency notifies the Depositor and the Certificate Registrar in writing that the Clearing Agency is unwilling or unable to continue
as depositary for such Global Certificate and a qualifying successor depositary is not appointed by the Depositor within ninety
(90) days thereof or (ii) the Trustee has instituted or caused to be instituted or has been directed to institute any judicial
proceeding in a court to enforce the rights of the Certificateholders under this Agreement and under such Global Certificate and
the Trustee has been advised by counsel that in connection with such proceeding it is necessary or advisable for the Trustee or
its custodian to obtain possession of such Global Certificate; provided, that under no circumstances will Definitive Certificates
be issued to Certificate Owners of the Regulation S Temporary Global Certificate. Upon notice of the occurrence of any of the events
described in the preceding sentence, the Certificate Registrar shall notify the Clearing Agency


 



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and request the Clearing Agency
to notify all Certificate Owners, through the applicable Participants, of the occurrence of the event and of the availability of
Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Global
Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates. None of the
Depositor, the Trustee, the Custodian, the Certificate Administrator or the Certificate Registrar shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency
shall be deemed to be imposed upon and performed by the Certificate Registrar, to the extent applicable with respect to such Definitive
Certificates, and the Certificate Registrar and the Trustee and the Certificate Administrator shall recognize the Holders of Definitive
Certificates as Certificateholders hereunder.


 


(b)          If
any Certificate Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor
that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S.
person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but
not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Definitive Certificate, subject to
the restrictions on the transfer of such Definitive Certificate in Section 3.3. No such transfer shall be made and the Certificate
Registrar shall not register any such transfer unless such transfer complies with the provisions of Section 3.3 applicable
to transfers of Definitive Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate
for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related
Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part thereof) an appropriate
notation evidencing the date of such exchange or transfer and a decrease in the denomination of such Global Certificate equal to
the denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.


 


(c)          Distributions
of principal and interest on the Definitive Certificates shall be made by the Certificate Administrator directly to holders of
Definitive Certificates in accordance with the procedures set forth in this Agreement.


 


ARTICLE
IV

ADVANCES


 


Advances shall be made as
provided herein by the Master Servicer and, if the Master Servicer does not make such Advances, by the Trustee except to the extent
that the Master Servicer, the Special Servicer or the Trustee, as applicable, determines in accordance with Section 4.4
below, that any such Advance would be a Nonrecoverable Advance.


 


Section 4.1      P&I
Advances by Master Servicer.


 


(a)          On
or prior to the Advance Report Date, the Master Servicer shall notify the Trustee and the Certificate Administrator if any P&I
Advance Amount for such Distribution


 



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Date is greater than zero (provided that such notice shall be deemed given if the Master Servicer
complies with its obligations under Section 8.11(a) or Section 8.11(d)(v)), and the Master Servicer shall make a
P&I Advance in respect of each applicable Mortgage Loan of such amount no later than the Master Servicer Remittance Date. It
is understood that the obligation of the Master Servicer to make such P&I Advances is mandatory and shall apply through any
court appointed stay period or similar payment delay resulting from any insolvency of the Mortgagor or related bankruptcy, notwithstanding
any other provision of this Agreement. Notwithstanding the foregoing, the Master Servicer shall not be required to make such P&I
Advance if the Master Servicer determines, in accordance with Section 4.4 below, that any such P&I Advance would be
a Nonrecoverable Advance and shall not make such P&I Advance if such P&I Advance if made would be a Nonrecoverable Advance
as determined by the Special Servicer in accordance with the Servicing Standard and Section 4.4, in which event the Special
Servicer shall promptly direct the Master Servicer not to make such P&I Advance; provided that the Special Servicer
has no obligation to make such determination. Such determination shall be conclusive and binding on the Trustee, the Master Servicer
and the Certificateholders, and the Trustee and the Master Servicer shall be entitled to rely conclusively on any such determination
by the Special Servicer. The Special Servicer shall not make P&I Advances under this Agreement. If the Master Servicer fails
to make a P&I Advance that it is required to make under this Section 4.1, it shall promptly notify the Trustee and the
Certificate Administrator of such failure.


 


(b)          If
the Master Servicer determines that there is a P&I Advance Amount for a Distribution Date, the Master Servicer shall on the
related Master Servicer Remittance Date either (A) deposit in the Collection Account an amount equal to the P&I Advance Amount
or (B) utilize funds in the Collection Account being held for future distributions or withdrawals to make such Advance, except
that the portion of such P&I Advance equal to the CREFC® License Fee for each such Mortgage Loan shall not be
remitted to the Certificate Administrator but shall instead be remitted to CREFC®. Any funds being held in the Collection
Account for future distribution or withdrawal and so used shall be replaced by the Master Servicer from its own funds by deposit
in the Collection Account on or before any future Master Servicer Remittance Date to the extent that funds in the Collection Account
on such Master Servicer Remittance Date shall be less than payments to the Certificate Administrator or other Persons required
to be made on such date.


 


(c)          In
no event shall the Master Servicer (or the Trustee, as applicable) be obligated to make a P&I Advance with respect to a B Note,
a Serviced Companion Loan or a Non-Serviced Companion Loan.


 


(d)          In
no event shall the Master Servicer (or the Trustee, as applicable) be obligated to make a P&I Advance with respect to any Mortgage
Loan if the sum of all outstanding P&I Advances in respect of such Mortgage Loan (together with Advance Interest) is equal
to or greater than the Stated Principal Balance plus all overdue amounts on such Mortgage Loan.


 


Section 4.1A     P&I Advances
with Respect to Non-Serviced Mortgage Loans and Serviced Pari Passu Mortgage Loans. With respect to the Non-Serviced Mortgage
Loans and Serviced Pari Passu Mortgage Loans (the “P&I Pari Passu Loans”), the Master Servicer and Special
Servicer shall each be entitled to make its own determination that a P&I Advance


 



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previously made on any P&I Pari Passu
Loan is a Nonrecoverable Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance with
respect to such P&I Pari Passu Loan in accordance with and subject to Section 4.1 and Section 4.4 independently
of any determination made by any Other Master Servicer, Other Trustee or Other Special Servicer under the related Other Companion
Loan Pooling and Servicing Agreement in respect of any P&I Pari Passu Loan following deposit of the Non-Serviced Companion
Loans or Serviced Companion Loans into a commercial mortgage securitization trust, and the Other Master Servicer, Other Trustee
and Other Special Servicer, as applicable, shall each make its own determination that a P&I Advance is or, if made, will be,
a Nonrecoverable Advance (both as defined in the related Other Companion Loan Pooling and Servicing Agreement) or that any proposed
P&I Advance, if made, would constitute a Nonrecoverable Advance (both as defined in the related Other Companion Loan Pooling
and Servicing Agreement) with respect to the Non-Serviced Companion Loans or Serviced Companion Loans, as applicable, in accordance
with the related Other Companion Loan Pooling and Servicing Agreement. No determination by the Master Servicer or the Special
Servicer that any such P&I Advance is nonrecoverable shall be binding on the Other Master Servicer, the Other Trustee, the
Other Special Servicer or the holders of any securities relating to the Non-Serviced Companion Loans or Serviced Companion Loans,
as applicable. No determination by the Other Master Servicer, the Other Trustee or the Other Special Servicer that any P&I
Advance (as defined in the related Other Companion Pooling and Servicing Agreement) is nonrecoverable shall be binding on the
Master Servicer, the Trustee, the Special Servicer or the Certificateholders.


 


The Master Servicer shall
not be required to make a P&I Advance with respect to any P&I Pari Passu Loan after its receipt of notice from the related
Other Master Servicer, Other Trustee or Other Special Servicer that it has determined that a P&I Advance (as defined in the
related Other Companion Loan Pooling and Servicing Agreement) is or, if made, will be, a Nonrecoverable Advance on the Non-Serviced
Companion Loans or Serviced Companion Loans, as applicable, or that any proposed P&I Advance, if made, would constitute a Nonrecoverable
Advance pursuant to the relevant Other Companion Loan Pooling and Servicing Agreement. If the Master Servicer determines (or has
received notice from the Special Servicer of its determination) that a P&I Advance would be (if made), or any outstanding P&I
Advance previously made is, a Nonrecoverable Advance, the Master Servicer shall provide the Other Master Servicer written notice
of such determination. If the Master Servicer, Special Servicer or Trustee receives written notice by the Other Master Servicer
that it has determined, with respect to any Mortgage Loan, that any proposed future P&I Advance would be, or any outstanding
P&I Advance is, a Nonrecoverable Advance, the Master Servicer shall use reasonable efforts to consult on a non-binding basis
with the Other Master Servicer regarding the circumstances with respect to such Mortgage Loan, but the Master Servicer, Special
Servicer or Trustee, as applicable, shall be allowed to ultimately make its own determination. Any determination that a P&I
Advance would be a Nonrecoverable Advance with respect to any Non-Serviced Mortgage Loan by the Master Servicer, Special Servicer
or Trustee, any Other Master Servicer, any Other Trustee or any Other Special Servicer may, in all cases, be conclusively relied
on by each of the Trustee, the Master Servicer and the Special Servicer. If the Master Servicer or the Trustee does not receive
notice of an Appraisal Reduction with respect to any Non-Serviced Mortgage Loan, the Master Servicer or the Trustee, as applicable,
shall not be obligated to proportionately reduce the amount of any P&I Advance required to be made by it, except to the extent
an Appraisal Reduction is applied as described in the last sentence of the definition of “Appraisal Reduction.”


 






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Following a securitization
of a Serviced Companion Loan, the Master Servicer shall be required to deliver to the related Other Master Servicer the following
information: (i) any loan related information (in the form received), including without limitation CREFC® Reports
relating to the related Serviced Pari Passu Mortgage Loan, applicable to a determination that an Advance is or would be a Nonrecoverable
Advance, within one (1) Business Day of the Master Servicer’s receipt thereof, (ii) notice of any Servicing Advance it, the
Special Servicer or the Trustee makes with respect to the related Serviced Pari Passu Mortgage Loan within one (1) Business Day
of the making of such Advance and (iii) notice of any determination that any Servicing Advance is a Nonrecoverable Advance within
one (1) Business Day thereof.


 


Section 4.2      Servicing
Advances. The Master Servicer and, if the Master Servicer does not, the Trustee to the extent the Trustee receives written
notice from the Certificate Administrator that such Advance has not been made by the Master Servicer, shall make Servicing Advances
to the extent provided in this Agreement, except to the extent that the Master Servicer or the Trustee, as applicable, determines
in accordance with Section 4.4 below, that any such Advance would be a Nonrecoverable Advance and, subject to the last
sentence of this paragraph, except to the extent the Special Servicer determines in accordance with the Servicing Standard and
Section 4.4 that such Advance, if made, would be a Nonrecoverable Advance, in which event the Special Servicer shall promptly
direct the Master Servicer not to make such Advance (and the Master Servicer shall be bound by any such determination); provided
that the Special Servicer has no obligation to make such determination. Such determination by the Master Servicer or the Special
Servicer shall be conclusive and binding on the Trustee and the Certificateholders and, in the case of any A/B Whole Loan or Loan
Pair, the holder of any related Serviced B Note and/or Serviced Companion Loan. The Special Servicer shall not be required to
make Servicing Advances under this Agreement but may make such Servicing Advances (on an emergency basis) at its option in which
event the Master Servicer shall reimburse the Special Servicer for such Servicing Advance (together with Advance Interest) promptly
(but no later than five (5) Business Days) following receipt of a statement therefor. Promptly after discovering that the Master
Servicer has failed to make a Servicing Advance that the Master Servicer is required to make hereunder, the Certificate Administrator
shall promptly notify the Trustee (if the Certificate Administrator is not also the Trustee) in writing of the failure by the
Master Servicer to make such Servicing Advance. The Master Servicer may make Servicing Advances in its own discretion if it determines
that making such Servicing Advance is in the best interest of the Certificateholders, as a collective whole (or, with respect
to any A/B Whole Loan or Loan Pair, in the best interest of the Trust and the holders of any related Serviced B Note and/or Serviced
Companion Loan, as applicable, as a collective whole), even if the Master Servicer or the Special Servicer has determined, in
accordance with Section 4.4 below, that any such Advance would be a Nonrecoverable Advance.


 


The applicable Non-Serviced
Mortgage Loan Master Servicer is obligated to make “Servicing Advances” as defined in, and pursuant to, the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, and the Master Servicer
shall have no obligation or authority to make Servicing Advances with respect to such Non-Serviced Mortgage Loan.


 






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Section 4.3      Advances
by the Trustee.


 


(a)          To
the extent that the Master Servicer fails to make a P&I Advance with respect to a Mortgage Loan by the Master Servicer Remittance
Date (other than a P&I Advance that the Master Servicer or the Special Servicer determines is a Nonrecoverable Advance), the
Trustee shall make such P&I Advance to the extent the Trustee receives written notice from the Certificate Administrator not
later than 10:00 a.m. (New York City time) on the Distribution Date that such Advance has not been made by the Master Servicer
on the Master Servicer Remittance Date unless the Trustee determines (in its good faith business judgment) that such P&I Advance,
if made, would be a Nonrecoverable Advance. The Certificate Administrator shall notify (i) the Trustee (if the Certificate Administrator
is not also the Trustee) in writing as soon as practicable, but not later than 10:00 a.m. (New York City time) on the Distribution
Date if the Master Servicer has failed to make a P&I Advance and (ii) the Master Servicer and the Trustee in writing as soon
as practicable, but not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date, if it has not received
a P&I Advance with respect to any Mortgage Loan set forth in the Master Servicer Remittance Report provided to the Certificate
Administrator on the related Advance Report Date; provided, the failure of the Certificate Administrator to provide any such notice
within such timeframe shall not diminish in any respect the obligations of the Master Servicer or the Trustee, as applicable, to
make such P&I Advance in accordance with the terms set forth above.


 


(b)          To
the extent that the Master Servicer fails to make a Servicing Advance by the date such Servicing Advance is required to be made
(other than a Servicing Advance that the Master Servicer or the Special Servicer, as applicable, determines is a Nonrecoverable
Advance), and a Responsible Officer of the Trustee receives actual notice thereof, the Trustee shall make such Servicing Advance
promptly, but in any event, not later than five (5) Business Days after notice thereof in accordance with Section 4.2, unless
the Trustee determines (in its good faith business judgment) that such Servicing Advance, if made, would be a Nonrecoverable Advance.


 


(c)          In
no event shall the Trustee be obligated to make a P&I Advance with respect to a B Note, a Serviced Companion Loan or a Non-Serviced
Companion Loan or any Servicing Advance with respect to a Non-Serviced Mortgage Loan.


 


Section 4.4      Evidence
of Nonrecoverability.


 


(a)          If
the Master Servicer or the Special Servicer determines at any time, in its sole discretion, exercised in good faith, that any Advance
previously made (or Unliquidated Advance in respect thereof) constitutes, or any proposed Advance, if made, would constitute, a
Nonrecoverable Advance, such determination shall be evidenced by an Officer’s Certificate delivered to the other such party,
the Trustee, the Depositor, the Certificate Administrator, the 17g-5 Information Provider, the Trust Advisor (other than during
any Subordinate Control Period), the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period) and the holder of any related Serviced B Note or Serviced Companion Loan (if the Advance relates to an A/B
Whole Loan or a Loan Pair, as applicable) by the Business Day prior to the Distribution Date. Such Officer’s Certificate
shall set forth the reasons for such determination of nonrecoverability, together with, to the extent such


 



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information, report
or document is in the Master Servicer’s or Special Servicer’s possession, and, if such information, reports or documents
are used by the Master Servicer or the Special Servicer, as applicable, to determine that any P&I Advance or Servicing Advance,
as applicable, would be a Nonrecoverable Advance, any related financial information such as related income and expense statements,
rent rolls, occupancy status, property inspections and any Appraisals performed within the last twelve (12) months on the Mortgaged
Property, any engineers’ reports, environmental surveys, internal final valuations or other information relevant thereto
which support such determination. If the Trustee determines at any time that any Advance previously made by the Trustee constitutes,
or any proposed Advance, if made by the Trustee, would constitute, a Nonrecoverable Advance, such determination shall be evidenced
by an Officer’s Certificate of a Responsible Officer of the Trustee delivered to the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the 17g-5 Information Provider, the holder of any related Serviced B Note or Serviced
Companion Loan (if the Advance relates to an A/B Whole Loan or a Loan Pair, as applicable), the Trust Advisor (other than during
any Subordinate Control Period) and the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period), stating the reasons for such determination. In making any nonrecoverability determination as set forth above,
the relevant party shall be entitled (i) to consider (among other things) the obligations of the Mortgagor under the terms of the
Mortgage Loan as it may have been modified, (ii) to consider (among other things) the related Mortgaged Properties in their “as
is” or then-current conditions and occupancies as they actually are or may be modified by such party’s assumptions
(consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) regarding the possibility and
effects of future adverse change with respect to such Mortgaged Properties and/or (iii) to estimate and consider, consistent with
the Servicing Standard in the case of the Master Servicer or the Special Servicer (among other things), future expenses and/or
the timing of recovery to such party. In addition, any Person, in considering whether any proposed P&I Advance or Servicing
Advance would be a Nonrecoverable Advance, shall be entitled to give due regard to the existence of any Nonrecoverable Advance
(including any related Advance Interest) or Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans, A/B Whole
Loans or Loan Pairs which, at the time of such consideration, the reimbursement of which is being deferred or delayed by the Master
Servicer, the Special 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, A/B Whole Loan or Loan Pair are a source of recovery not only for the 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. Furthermore, the relevant party may, consistent with the Servicing Standard
in the case of the Master Servicer or the Special Servicer, update or change its nonrecoverability determinations at any time in
accordance with the terms hereof and may, consistent with the Servicing Standard in the case of the Master Servicer or the Special
Servicer, obtain from the Special Servicer any analysis, appraisals or other information in the possession of the Special Servicer
for such purposes. Any determination by the Special Servicer that any Advance previously made (or Unliquidated Advance in respect
thereof) constitutes a Nonrecoverable Advance shall be conclusive and binding on the Master Servicer and the Trustee, and the Master
Servicer and Trustee shall be entitled to rely conclusively on any such determination by the Special Servicer.


 






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(b)          The
Trustee shall not make an Advance that the Master Servicer or the Special Servicer has previously determined in accordance with
the Servicing Standard to be a Nonrecoverable Advance (and, with respect to a Mortgage Loan included in a Loan Pair or any Non-Serviced
Mortgage Loan, shall not be required to make an Advance that the related Other Master Servicer has previously determined to be
a Nonrecoverable Advance). Notwithstanding any other provision of this Agreement, none of the Master Servicer, the Special Servicer
or the Trustee shall be obligated to, nor shall it, make any Advance or make any payment that is designated in this Agreement to
be an Advance, if it determines, with regard to the Trustee, in its good faith business judgment or, with respect to the Master
Servicer or Special Servicer, in accordance with the Servicing Standard that such Advance or such payment (including interest accrued
thereon at the Advance Rate) would be a Nonrecoverable Advance. Absent bad faith, the Master Servicer’s and Special Servicer’s
determinations in accordance with the above provisions shall be conclusive and binding on the Trustee, the Certificate Administrator
and the Certificateholders and may be conclusively relied on by the Trustee and each other. The Master Servicer or the Special
Servicer, as applicable, shall consider Unliquidated Advances in respect of prior P&I Advances and Servicing Advances as outstanding
Advances for purposes of nonrecoverability determinations as if such Unliquidated Advance were a P&I Advance or Servicing Advance,
as applicable.


 


(c)          Any
Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Trustee or Non-Serviced Mortgage Loan Fiscal Agent, as applicable,
shall be entitled to reimbursement for Pari Passu Loan Nonrecoverable Advances pursuant to and to the extent set forth in the related
Non-Serviced Mortgage Loan Intercreditor Agreement (with, in each case, any accrued and unpaid interest thereon provided for under
the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) in the manner set forth in Section 5.2.


 


Section 4.5      Interest
on Advances; Calculation of Outstanding Advances with Respect to a Mortgage Loan. Any unreimbursed Advance funded from the
Master Servicer’s, the Special Servicer’s or the Trustee’s own funds shall accrue interest, compounded annually,
at a per annum rate equal to the Advance Rate, from and including the date such Advance was made to but not including the
date on which such Advance has been reimbursed; provided that neither the Master Servicer nor any other party shall be
entitled to interest accrued on the amount of any P&I Advance with respect to any Mortgage Loan for the period commencing
on the date of such P&I Advance and ending on the day on which the grace period applicable to the related Mortgagor’s
obligation to make the related Scheduled Payment expires pursuant to the related Mortgage Loan documents. All Late Collections
on any Non-Serviced Mortgage Loan in respect of interest shall, promptly following receipt thereof, be applied by the Master Servicer
to reimburse the interest component of any P&I Advance outstanding with respect to such Non-Serviced Mortgage Loan. Any party
that makes a P&I Advance with respect to any Non-Serviced Mortgage Loan shall provide to the applicable Non-Serviced Mortgage
Loan Master Servicer monthly, at least two (2) Business Days prior to the next succeeding Due Date for such Non-Serviced Mortgage
Loan, written notice of whether (and, if any, how much) Advance Interest will be payable on the interest component of that P&I
Advance through the next succeeding related Master Servicer Remittance Date. For purposes of determining whether a P&I Advance
is outstanding, amounts collected with respect to a particular Mortgage Loan (including a successor REO Mortgage Loan) and treated
as collections of principal or interest shall be applied first to reimburse the earliest P&I Advance, and then each


 



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succeeding
P&I Advance to the extent not inconsistent with Section 4.6. The Master Servicer shall use efforts consistent with
the Servicing Standard to collect (but shall have no further obligation to collect), with respect to the Mortgage Loans (other
than a Non-Serviced Mortgage Loan), the Serviced Companion Loans and the Serviced B Notes that are not Specially Serviced Mortgage
Loans, Penalty Charges from the Mortgagor in an amount sufficient to pay Advance Interest. The Master Servicer shall be entitled
to retain Excess Penalty Charges paid by any Mortgagor during a Collection Period with respect to any Mortgage Loan (other than
the portion of such Excess Penalty Charges that relate to the period commencing after the Servicing Transfer Event in respect
of a Specially Serviced Mortgage Loan, as to which the Special Servicer shall retain Excess Penalty Charges with respect to such
Specially Serviced Mortgage Loan) as additional servicing compensation. Penalty Charges shall be applied in accordance with Section
5.2(b).


 


Section 4.6      Reimbursement
of Advances and Advance Interest.


 


(a)          Advances
made with respect to each Mortgage Loan, Serviced Companion Loan, Serviced B Note, Specially Serviced Mortgage Loan or REO Property
(including Advances later determined to be Nonrecoverable Advances) and Advance Interest thereon shall be reimbursed to the extent
of the amounts identified to be applied therefor in Section 5.2. The aggregate of the amounts available to repay Advances
and Advance Interest thereon pursuant to Section 5.2 collected in any Collection Period with respect to Mortgage Loans,
any Serviced Companion Loan or any Serviced B Note or Specially Serviced Mortgage Loans or REO Property shall be an “Available
Advance Reimbursement Amount.”


 


(b)          To
the extent that Advances have been made on the Mortgage Loans, any Loan Pair, any A/B Whole Loan or any REO Loans, the Available
Advance Reimbursement Amount with respect to any Master Servicer Remittance Date shall be applied to reimburse (i) the Trustee
for any Advances outstanding to the Trustee with respect to any of such Mortgage Loans, Loan Pairs, A/B Whole Loans and/or REO
Loans, plus any Advance Interest owed to the Trustee with respect to such Advances, and then (ii) the Master Servicer and the Special
Servicer for any Advances outstanding thereto with respect to any of such Mortgage Loans, Loan Pairs, A/B Whole Loans and/or REO
Loans, plus any Advance Interest owed to the Master Servicer and the Special Servicer with respect to such Advances. To the extent
that any Advance Interest payable to the Master Servicer, the Special Servicer or the Trustee with respect to an Advance on a Specially
Serviced Mortgage Loan or REO Loan cannot be recovered from the related Mortgagor, the amount of such Advance Interest shall be
payable to the Trustee, the Special Servicer or the Master Servicer, as the case may be, from amounts on deposit in the Collection
Account (or sub-account thereof) or the Distribution Account, to the extent of amounts identified to be applied therefor, pursuant
to Section 5.2(a), Section 5.2(b) or Section 5.3(b)(ii). The Master Servicer’s, the Special Servicer’s
and the Trustee’s right of reimbursement under this Agreement for Advances, together with Advance Interest thereon, shall
be prior to the rights of the Certificateholders (and, in the case of a Serviced Companion Loan, the holder thereof and, in the
case of a Serviced B Note, the holder thereof) to receive any amounts recovered with respect to such Mortgage Loans, Serviced Companion
Loans, Serviced B Notes or REO Loans.


 


(c)          Advance
Interest will be paid to the Trustee, the Master Servicer and/or the Special Servicer (in accordance with the priorities specified
in the preceding paragraph) first,


 



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in accordance with Section 5.2(b), from Penalty Charges and Allocable Modification Fees
collected from the Mortgage Loans and, subject to the related Intercreditor Agreements, the Serviced Companion Loans and Serviced
B Note (including REO Loans) during any particular Collection Period during which the related Advance is reimbursed, and then from
Excess Liquidation Proceeds then available, prior to payment from any other amounts. Advance Interest payable to the Master Servicer,
the Special Servicer or the Trustee in respect of Servicing Advances on any Loan Pair shall be allocated to the Serviced Pari Passu
Mortgage Loan and the Serviced Companion Loan on a pro rata basis based upon the respective Unpaid Principal Balances thereof
(after taking into account any amount allocable to any related Serviced B Note, if any, in accordance with the terms of the related
Intercreditor Agreement).


 


(d)          Amounts
applied to reimburse Advances shall first be applied to reduce Advance Interest thereon that was not paid from amounts specified
in the preceding paragraph (c) and then to reduce the outstanding amount of such Advances.


 


(e)          To
the extent that the Special Servicer incurs out-of-pocket expenses, in accordance with the Servicing Standard, in connection with
servicing Specially Serviced Mortgage Loans, the Master Servicer shall reimburse the Special Servicer for such expenditures with
interest at the Advance Rate promptly (but no later than five (5) Business Days) after receiving an invoice and a report from the
Special Servicer, subject to Section 4.4. The Special Servicer shall not invoice the Master Servicer more than once per
calendar month and shall provide an Officer’s Certificate setting forth its expenses and appropriate documentation evidencing
such reimbursements. With respect to each Collection Period, the Special Servicer shall deliver such invoice and report to the
Master Servicer by the following Determination Date. All such amounts reimbursed by the Master Servicer shall be a Servicing Advance,
subject to Section 4.4. If the Master Servicer fails to reimburse the Special Servicer hereunder or the Master Servicer
determines that such Servicing Advance was or, if made, would be a Nonrecoverable Advance and the Master Servicer does not make
such payment, the Special Servicer shall notify the Master Servicer and the Certificate Administrator in writing of such nonpayment
and the amount payable to the Special Servicer and shall be entitled to receive reimbursement from the Trust in the same manner
as the Master Servicer would have been reimbursed for the Advance with interest at the Advance Rate. The Master Servicer, the Certificate
Administrator and the Trustee shall have no obligation to verify the amount payable to the Special Servicer pursuant to this Section
4.6(e) and circumstances surrounding the notice delivered by the Special Servicer pursuant to this Section 4.6(e).


 


ARTICLE
V

ADMINISTRATION OF THE TRUST


 


Section 5.1      Collections.


 


(a)          On
or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to
be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of “Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer on behalf of Wells Fargo Bank, National Association, as Trustee
for the benefit of the Holders of Morgan Stanley Capital I Trust


 



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2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series
2015-UBS8” (the “Collection Account”).


 


(b)          On
or prior to the date the Master Servicer shall first deposit funds in a Collection Account, the Master Servicer shall give to the
Certificate Administrator and the Trustee prior written notice of the name and address of the depository institution at which such
account is maintained and the account number of such account. The Master Servicer shall take such actions as are necessary to cause
the depository institution holding the Collection Account to hold such account in the name of the Master Servicer as provided in
Section 5.1(a), subject to the Master Servicer’s (or its sub-servicer’s) right to direct payments and investments
and its rights of withdrawal under this Agreement.


 


(c)          On
the Closing Date, the Depositor shall deliver to the Master Servicer the Initial Deposit, and the Master Servicer shall deposit
into the Collection Account the Initial Deposit on that date. The Master Servicer shall deposit, or cause to be deposited, into
the Collection Account on the Business Day following receipt of properly identified funds (provided, that to the extent
any of the following amounts are received after 2:00 p.m. (Eastern time) on any given Business Day, the Master Servicer shall use
commercially reasonable efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt of such
amounts but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business Days
of receipt of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the Special
Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage
Loans, any Serviced Companion Loan or any Serviced B Note due (or deemed due) on or before the Cut-Off Date, which shall be remitted
to the related Seller:


 


(A)          Principal:
all payments on account of principal, including Principal Prepayments, the principal component of Scheduled Payments, and any Late
Collections in respect thereof, on the Mortgage Loans, any Serviced Companion Loan and any Serviced B Note;


 


(B)          Interest:
all payments on account of interest on the Mortgage Loans, any Serviced Companion Loan and any Serviced B Note (minus any portion
of any such payment that is allocable to the period prior to the Cut-Off Date which shall be remitted to the Depositor and excluding
Interest Reserve Amounts to be deposited in the Interest Reserve Account pursuant to Section 5.3(b) below);


 


(C)          Liquidation
Proceeds: all Liquidation Proceeds with respect to the Mortgage Loans, any Serviced Companion Loan and any Serviced B Note;


 


(D)          Insurance
Proceeds: all Insurance Proceeds other than proceeds to be applied to the restoration or repair of the property subject to
the related Mortgage or released to the related Mortgagor in accordance with the Servicing Standard, which proceeds shall be deposited
by the Master Servicer into an Escrow Account and not deposited in the Collection Account;


 






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(E)          Condemnation
Proceeds: all Condemnation Proceeds other than proceeds to be applied to the restoration or repair of the property subject
to the related Mortgage or released to the related Mortgagor in accordance with the Servicing Standard, which proceeds shall be
deposited by the Master Servicer into an Escrow Account and not deposited in the Collection Account;


 


(F)          REO
Income: all REO Income received from the Special Servicer;


 


(G)          Investment
Losses: any amounts required to be deposited by the Master Servicer pursuant to Section 5.1(e) in connection with losses
realized on Eligible Investments with respect to funds held in the Collection Account and amounts required to be deposited by the
Special Servicer pursuant to Section 9.14(b) in connection with losses realized on Eligible Investments with respect to
funds held in the REO Account;


 


(H)          Advances:
all P&I Advances, unless made directly to the Distribution Account;


 


(I)          Other:
all Prepayment Premiums, Penalty Charges, Modification Fees and Assumption Fees and any and all other amounts required to be deposited
in the Collection Account pursuant to this Agreement, including Purchase Proceeds of any Mortgage Loans repurchased by a Seller
or substitution shortfall amounts (as set forth in the second (2nd) paragraph of Section 2.3(a)) paid by a Seller
in connection with the substitution of any Qualifying Substitute Mortgage Loans, payments or recoveries in respect of Unliquidated
Advances or in respect of Nonrecoverable Advances paid from principal collections on the Mortgage Loan pursuant to Section 5.2(a)(II),
any Actual Recoveries of Trust Advisor Expenses, any other amounts received with respect to any Serviced Companion Loan and with
respect to any Serviced B Note, and all other amounts received pursuant to the cure and purchase rights set forth in the applicable
Intercreditor Agreement; and


 


(J)          to
the extent not otherwise set forth above, all amounts received from each Non-Serviced Mortgage Loan Master Servicer, Non-Serviced
Mortgage Loan Special Servicer, Non-Serviced Mortgage Loan Trustee or Non-Serviced Mortgage Loan Certificate Administrator pursuant
to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and Non-Serviced Mortgage Loan Intercreditor Agreement.


 


With respect to any A/B Whole
Loan, the Master Servicer shall establish and maintain one or more sub-accounts of the Collection Account (each an “A/B
Whole Loan Custodial Account”) into which the Master Servicer shall deposit any amounts described above that are required
to be paid to the holder of the related Serviced B Note pursuant to the terms of the related Intercreditor Agreement, in each case
on the same day as the deposit thereof into the Collection Account. Any A/B Whole Loan Custodial Account shall be held in the name
of “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer for the benefit of the holder
of the related Serviced B Note” and shall not be part of any REMIC Pool or the Grantor Trust.


 






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With respect to any Loan
Pair, the Master Servicer shall establish and maintain one or more sub-accounts of the Collection Account (each, a “Serviced
Companion Loan Custodial Account”) into which the Master Servicer shall deposit any amounts described above that are
required to be paid to the holder of the related Serviced Companion Loan pursuant to the terms of the related Intercreditor Agreement
(or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable
Mortgage Loan documents), in each case on the same day as the deposit thereof into the Collection Account. Each Serviced Companion
Loan Custodial Account shall be held in the name of “Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer for the benefit of the holder of the related Serviced Companion Loan” and shall not be part of any REMIC
Pool or the Grantor Trust.


 


Remittances from any REO
Account to the Master Servicer for deposit in the Collection Account shall be made by the Special Servicer no later than the Special
Servicer Remittance Date.


 


(d)          Reserved.


 


(e)          Funds
in the Collection Account (including any Custodial Accounts) may be invested and, if invested, shall be invested by, and at the
risk of, the Master Servicer in Eligible Investments selected by the Master Servicer which shall mature, unless payable on demand,
not later than the Business Day immediately preceding the next Master Servicer Remittance Date, and any such Eligible Investment
shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in
the name of “Wells Fargo Bank, National Association, as Trustee for the benefit of the Holders of the Morgan Stanley Capital
I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8 and the holder of any related Serviced Companion
Loan or Serviced B Note, as their interests may appear.” None of the Depositor, the Mortgagors, the Underwriters, the Initial
Purchasers, the Sellers, the Special Servicer, the Certificate Administrator, the Trustee or the Trust Advisor shall be liable
for any loss incurred on such Eligible Investments.


 


An amount equal to all income
and gain realized from any such investment (net of any portion thereof applied to offset losses on other investments) shall be
paid to the Master Servicer as additional servicing compensation and shall be subject to its withdrawal at any time from time to
time. The amount of any losses incurred in respect of any such investments shall be for the account of the Master Servicer which
shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Collection Account (and,
solely to the extent that the loss is of an amount credited to a Custodial Account, deposit to such Custodial Account) out of its
own funds immediately as realized; provided that, such investment losses shall not include any loss with respect to such
investment which is incurred solely as a result of the insolvency of the federal or state chartered depositary institution or trust
company at which such Investment Account is maintained, so long as such depositary institution or trust company (a) satisfied the
qualifications set forth in the definition of “Eligible Account” both at the time such investment was made and as of
a date not more than thirty (30) days prior to the date of such loss and (b) is not the Person that made the relevant investment.
If the Master Servicer deposits in or transfers to the Collection Account or any Custodial Account, as the case may be, any amount
not required to be deposited therein or transferred thereto, it may at any time


 



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withdraw such amount or retransfer such amount
from the Collection Account or such Custodial Account, as the case may be, any provision herein to the contrary notwithstanding.


 


(f)          Except
as expressly provided otherwise in this Agreement, if any default occurs in the making of a payment due under any Eligible Investment,
or if a default occurs in any other performance required under any Eligible Investment, the Certificate Administrator, on behalf
of the Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and
prosecution of appropriate proceedings; provided that if the Master Servicer shall have deposited in the Collection Account
or the related Custodial Account, as applicable, an amount equal to all amounts due under any such Eligible Investment (net of
anticipated income or earnings thereon that would have been payable to the Master Servicer as additional servicing compensation)
the Master Servicer shall have the sole right to enforce such payment or performance.


 


(g)          If
a Mortgage Loan provides for payment by the Mortgagor to the Master Servicer of amounts to be used for payment of Escrow Amounts
for the account of the Mortgagor, the Master Servicer shall deal with these amounts in accordance with the Servicing Standard,
the terms of the related Mortgage Loans and Sections 8.3(e) and 10.3 hereof and the terms and conditions of any related
Intercreditor Agreement. Schedule VII sets forth those Mortgage Loans as to which an upfront reserve was collected at closing
in an amount in excess of $75,000 with respect to specific immediate work, including engineering work, completion of additional
construction, environmental remediation or similar one-time projects (but not with respect to escrow accounts maintained for ongoing
obligations, such as real estate taxes, insurance premiums, ongoing property maintenance, replacements and capital improvements
or debt service).


 


Section 5.2      Withdrawals
of Funds in the Collection Account.


 


(a)          Subsection
(I). The Master Servicer shall, from time to time, make withdrawals from the Collection Account (from the amounts specified
for such purposes) for the following purposes (such list not to constitute an order of priority) and remit the amounts so withdrawn
by wire transfer prior to 3:00 p.m. (New York City time), on the related Master Servicer Remittance Date, in immediately available
funds to the account specified in this Section or otherwise (1) to such account as it shall determine from time to time, in the
case of amounts payable to the Master Servicer from the Collection Account (or, insofar as they relate to a Serviced B Note or
Serviced Companion Loan, from the related Custodial Account) pursuant to clauses (i), (ii), (iii), (iv),
(vi), (viii) and (ix) below; (2) to the account specified in writing by the Certificate Administrator from
time to time, in the case of amounts payable to the Certificate Administrator, the Custodian and the Trustee from the Collection
Account (or, insofar as they relate to a Serviced B Note or Serviced Companion Loan, from the related Custodial Account) pursuant
to clauses (ii), (iii), (v), (vi), (xi), (xii) and (xiii) below; and (3) to the
Special Servicer from time to time, in the case of amounts payable to the Special Servicer from the Collection Account (or, insofar
as they relate to a Serviced B Note or Serviced Companion Loan, from the related Custodial Account) pursuant to clauses (i),
(ii), (iv), (vi), (vii) and (ix) below; and (4) to the Trust Advisor from time to time, in the
case of amounts payable to the Trust Advisor from the Collection Account (or, insofar as they relate to a Serviced B Note or Serviced
Companion Loan, from the related Custodial Account) pursuant to clause (iv) below:


 






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(i)          Fees:
the Master Servicer shall apply Penalty Charges and Allocable Modification Fees in accordance with Section 5.2(b), and shall
pay any Excess Modification Fees, Excess Penalty Charges and Assumption Fees to the Master Servicer and/or the Special Servicer
in accordance with Section 8.10 and/or Section 9.11, as applicable;


 


(ii)        Servicing
Advances (including amounts later determined to be Nonrecoverable Advances): (A) in the case of all Mortgage Loans, Serviced
Companion Loans, Serviced B Notes and REO Mortgage Loans, subject to clause (B) below and subsection (iv) of Section
5.2(a)(II), to reimburse or pay to the Master Servicer, the Special Servicer and the Trustee pursuant to Section 4.6,
(x) prior to a Final Recovery Determination or determination in accordance with Section 4.4 that any Advance is a Nonrecoverable
Advance, Servicing Advances on the related Mortgage Loan, Serviced Companion Loan, REO Mortgage Loan or Serviced B Note, as applicable,
from payments made by the related Mortgagor of the amounts to which a Servicing Advance relates or from REO Income from the related
REO Property or from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds or Purchase Proceeds and, to the extent that
a Servicing Advance has been or is being reimbursed, with any related Advance Interest thereon first, from related Penalty Charges
and Allocable Modification Fees in accordance with Section 5.2(b), and then from Excess Liquidation Proceeds then available
and then from any other amounts on deposit in the Collection Account (including from general collections), or (y) after a Final
Recovery Determination or determination that any Servicing Advance on the related Mortgage Loan, Serviced Companion Loan, REO Mortgage
Loan or Serviced B Note is a Nonrecoverable Advance in accordance with Section 4.4, any Servicing Advances made on the related
Mortgage Loan, related Serviced Companion Loan, related Serviced B Note or REO Property from any funds on deposit in the Collection
Account (regardless of whether such amount was recovered from the applicable Mortgage Loan, Serviced Companion Loan, Serviced B
Note or REO Property) and pay Advance Interest thereon first, from related Penalty Charges and Allocable Modification Fees in accordance
with Section 5.2(b), then from Excess Liquidation Proceeds then available and then from any other amounts on deposit in
the Collection Account (including from general collections); and (B) in the case of any Non-Serviced Mortgage Loan and from any
funds on deposit in the Collection Account, to reimburse the applicable Non-Serviced Mortgage Loan Master Servicer, the applicable
Non-Serviced Mortgage Loan Special Servicer and the applicable Non-Serviced Mortgage Loan Trustee for Pari Passu Loan Nonrecoverable
Advances and any accrued and unpaid interest thereon provided for under the related Non-Serviced Mortgage Loan Intercreditor Agreement
and Non-Serviced Mortgage Loan Pooling and Servicing Agreement;


 


(iii)       P&I
Advances (including amounts later to be determined to be Nonrecoverable Advances): in the case of all Mortgage Loans, subject
to subsection (iv) of Section 5.2(a)(II), to reimburse or pay to the Master Servicer and the Trustee, pursuant to
Section 4.6, (x) if prior to a Final Recovery Determination or determination that any Advance is a Nonrecoverable Advance,
any P&I Advances on a Mortgage Loan or REO Mortgage Loan from Late Collections made by the Mortgagor of the amounts to which
a P&I Advance relates, or REO Income from the related REO Property or from Liquidation


 



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Proceeds, Condemnation Proceeds, Insurance
Proceeds or Purchase Proceeds and, to the extent that a P&I Advance has been or is being reimbursed, any related Advance Interest
thereon, first, from related Penalty Charges and Allocable Modification Fees in accordance with Section 5.2(b), and then
from Excess Liquidation Proceeds then available and then from any other amounts on deposit in the Collection Account (including
from general collections), or (y) if after a Final Recovery Determination or determination in accordance with Section 4.4
that any P&I Advance is a Nonrecoverable Advance, any P&I Advances made on a Mortgage Loan or REO Mortgage Loan from funds
on deposit in the Collection Account (regardless of whether such amount was recovered from the applicable Mortgage Loan or REO
Property) and any Advance Interest thereon, first, from related Penalty Charges and Allocable Modification Fees in accordance with
Section 5.2(b), then from Excess Liquidation Proceeds then available and then from any other amounts on deposit in the Collection
Account (including from general collections);


 


(iv)        Servicing
Fees, Special Servicer Compensation and Trust Advisor Fees: to pay to itself the Master Servicing Fee, subject to reduction
for any Compensating Interest, to pay to the Special Servicer the Special Servicing Fee and the Workout Fee and to pay to the Trust
Advisor the Trust Advisor Fee (exclusive of any TA Unused Fees) and any unpaid Trust Advisor Consulting Fees (but only to the extent
such Trust Advisor Consulting Fees were received from the related Mortgagor);


 


(v)          Trustee
Fee, Custodian Fee and Certificate Administrator Fee: to pay to the Distribution Account for withdrawal by the Certificate
Administrator for payment to itself, the Custodian and the Trustee, the Certificate Administrator Fee (inclusive of the Trustee
Fee and the Custodian Fee);


 


(vi)        Expenses
of Trust: to pay to the Person entitled thereto (other than the Trust Advisor) any amounts specified herein to be Additional
Trust Expenses (at the time set forth herein or in the definition thereof), and any other amounts that in fact constitute Additional
Trust Expenses whose payment is not more specifically provided for in this Agreement; provided that the Depositor shall
not be entitled to receive reimbursement for performing its duties under this Agreement;


 


(vii)       Liquidation
Fees: upon the occurrence of a Final Recovery Determination to pay to the Special Servicer from the Collection Account, the
amount certified by the Special Servicer equal to the Liquidation Fee, to the extent provided in Section 9.11 hereof;


 


(viii)      Investment
Income: to pay to itself net income and gain realized on the investment of funds deposited in the Collection Account (including
any Custodial Accounts);


 


(ix)        Prepayment
Interest Excesses: to pay to the Master Servicer the amount of the aggregate Prepayment Interest Excesses relating to Mortgage
Loans which are not Specially Serviced Mortgage Loans received during the most recently ended Collection Period (to the extent
not offset by Prepayment Interest Shortfalls relating to such


 



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Mortgage Loans incurred during the most recently ended Collection
Period); and to pay to the Special Servicer the amount of the aggregate Prepayment Interest Excesses relating to Mortgage Loans
that were Specially Serviced Mortgage Loans that were subject to voluntary Principal Prepayments during the most recently ended
Collection Period (not from Liquidation Proceeds or from modifications to Specially Serviced Mortgage Loans), to the extent not
offset by Prepayment Interest Shortfalls relating to such Mortgage Loans incurred during the most recently ended Collection Period;


 


(x)          CREFC®
License Fee: to pay to CREFC (solely to the extent of funds available in the Collection Account following the withdrawal of
the amounts described in clauses (i) through (ix) above), the CREFC® License Fee;


 


(xi)        Correction
of Errors: to withdraw funds deposited in the Collection Account in error;


 


(xii)       Distribution
Account: to make payment on each Master Servicer Remittance Date of the remaining amounts in the Collection Account (including
any Excess Interest and Actual Recoveries of Trust Advisor Expenses) to the Distribution Account or applicable sub-account thereof
(or in the case of any Excess Interest, deposit to the Excess Interest Sub-account under Section 5.3(b)), other than amounts
held for payment in future periods or pursuant to clause (xiii) below;


 


(xiii)      Certain
Reserve Accounts: to make payments on each Master Servicer Remittance Date to (A) the Excess Liquidation Proceeds Reserve Account
of any Excess Liquidation Proceeds not otherwise applied to pay Advance Interest and (B) the TA Unused Fees Reserve Account of
any TA Unused Fees; and


 


(xiv)      Clear
and Terminate: to clear and terminate the Collection Account in connection with the termination of the Trust;


 


provided, that in the case of any Serviced
B Note for which an A/B Whole Loan Custodial Account is required to be established by the Master Servicer:


 


(A)      to
the extent consistent with the related Intercreditor Agreement, the Master Servicer shall be entitled to make transfers from time
to time, from the related A/B Whole Loan Custodial Account to the portion of the Collection Account that does not constitute any
such Custodial Account, of amounts necessary for the payments or reimbursement of amounts described in any one or more of clauses
(i), (ii), (iii), (iv), (vi), (vii) and (viii) above, but only insofar as the payment
or reimbursement described therein arises from or is related to the corresponding A/B Whole Loan and is allocable to (or, subject
to lack of availability at the time, would otherwise have originally been paid out of collections on) such Serviced B Note pursuant
to this Agreement or the related Intercreditor Agreement, and the Master Servicer shall also be entitled to make transfers from
time to time, from the related A/B Whole Loan Custodial Account to the portion of the Collection Account that does not constitute
any such Custodial Account, of amounts transferred to the related A/B Whole Loan Custodial Account in error, and amounts


 



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necessary
for the clearing and termination of the Collection Account in connection with the termination of the Trust;


 


(B)          the
Master Servicer shall be entitled to make transfers from time to time, from the related A/B Whole Loan Custodial Account to the
portion of the Collection Account that does not constitute any such Custodial Account, of amounts not otherwise described in clause
(A) above to which the holder of the related A Note is entitled under the related A/B Whole Loan and the related Intercreditor
Agreement (including in respect of interest, principal and Prepayment Premiums in respect of the A Note, as applicable (whether
or not by operation of any provision of the related Intercreditor Agreement that entitles the holder of such A Note to receive
remittances in amounts calculated without regard to any modification, waiver or amendment of the economic terms of such A Note));
and


 


(C)          unless
otherwise set forth in the related Intercreditor Agreement, the Master Servicer shall on each Master Servicer Remittance Date remit
to the holder of the related Serviced B Note all amounts on deposit in the applicable A/B Whole Loan Custodial Account (net of
amounts permitted or required to be transferred therefrom as set forth in clauses (A) and/or (B) above), to the extent
that the holder of such Serviced B Note is entitled thereto under the related Intercreditor Agreement (including by way of the
operation of any provision of the related Intercreditor Agreement that entitles the holder of such Serviced B Note to reimbursement
of cure payments made by it);


 


and provided, further, that in
the case of any Serviced Companion Loan:


 


(A)          to
the extent consistent with the related Intercreditor Agreement, the Master Servicer shall be entitled to make transfers from time
to time, from the related Serviced Companion Loan Custodial Account to the portion of the Collection Account that does not constitute
any such Custodial Account, of amounts necessary for the payments or reimbursement of amounts described in any one or more of clauses
(i), (ii), (iv), (vi), (vii) and (viii) above, but only insofar as the payment or reimbursement
described therein arises from or is related to the corresponding Loan Pair and is allocable to, and may (in accordance with the
related Intercreditor Agreement) be paid out of amounts otherwise payable to the holder of, the related Serviced Companion Loan,
and the Master Servicer shall also be entitled to make transfers from time to time, from the related Serviced Companion Loan Custodial
Account to the portion of the Collection Account that does not constitute any Custodial Account, of amounts transferred to the
related Serviced Companion Loan Custodial Account in error, and amounts necessary for the clearing and termination of the Collection
Account in connection with the termination of the Trust;


 


(B)          the
Master Servicer shall be entitled to make transfers from time to time, from the related Serviced Companion Loan Custodial Account
to the portion of the Collection Account that does not constitute any such Custodial Account, of amounts not otherwise described
in clause (A) above to which the holder of the related Serviced Pari Passu Mortgage Loan is entitled under the related Intercreditor
Agreement (including in respect of interest, principal and Prepayment Premiums); and


 






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(C)          the
Master Servicer shall, on either (x) the date set forth in the related Intercreditor Agreement for remittances (or, if none, on
the first (1st) Business Day after receipt of properly identified funds (provided, that if any such amounts are
received after 2:00 p.m. (Eastern time) on any given Business Day, the Master Servicer shall use commercially reasonable efforts
to remit such funds within one (1) Business Day of receipt of such amounts but, in any event, the Master Servicer shall remit such
funds within two (2) Business Days of receipt of such amounts)) or (y) such other date as may be agreed to between the Master Servicer
and the holder of the related Serviced Companion Loan (in their respective sole discretion), remit to the holder of the related
Serviced Companion Loan all amounts on deposit in the related Serviced Companion Loan Custodial Account (net of amounts permitted
or required to be transferred therefrom as set forth in clauses (A) and/or (B) above), to the extent that the holder
of such Serviced Companion Loan is entitled thereto under the related Intercreditor Agreement.


 


The Master Servicer shall
pay to each of the Special Servicer (or, in the case of an emergency, to third party contractors at the written direction of the
Special Servicer), the Trust Advisor, the Custodian, the Trustee and the Certificate Administrator, as applicable, from the applicable
Collection Account, amounts permitted to be paid thereto from such account promptly upon receipt on or prior to the related Determination
Date of a written statement of an officer of the Special Servicer, an officer of the Trust Advisor or a Responsible Officer of
the Trustee, the Custodian or the Certificate Administrator, as the case may be, describing the item and amount to which the Special
Servicer (or, in the case of an emergency, such third party contractor), the Trust Advisor, the Trustee, the Custodian or the Certificate
Administrator, as the case may be, is entitled (unless such payment to the Special Servicer, the Trust Advisor, the Trustee, the
Custodian or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a
written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall have no duty
to recalculate or investigate (absent manifest error) the amounts stated therein. The parties seeking payment pursuant to this
Section shall each keep and maintain a separate accounting for the purpose of justifying any request for withdrawal from each Collection
Account, on a loan by loan basis.


 


No decision by the Master
Servicer or the Trustee under either this Section 5.2(a)(I) or subsection (iv) of Section 5.2(a)(II), to defer
the reimbursement of Advances and/or Advance Interest shall be construed as an agreement by the Master Servicer to subordinate
(in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during such period
of deferral.


 


Expenses incurred with respect
to any A/B Whole Loan or Loan Pair shall be allocated in accordance with the related Intercreditor Agreement (or with respect to
a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents).
The Master Servicer shall keep and maintain a separate accounting for each Mortgage Loan, Serviced Companion Loan and Serviced
B Note for the purpose of justifying any withdrawal or transfer from the Collection Account and any Custodial Account, as applicable.
If funds collected in respect of the A Notes (or, in the case of a Loan Pair with a Serviced B Note, if any, in respect of the
related Mortgage Loan and Serviced Companion Loan(s)) are insufficient to pay the Master Servicing Fee in respect thereof, then
the Master


 



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Servicer shall be entitled to withdraw the amount of such shortfall from the collections on, and other proceeds of,
the Serviced B Note that are held in the related Custodial Account. The Master Servicer shall not be permitted to withdraw any
funds from the portion of the Collection Account that does not constitute such Custodial Account unless there are no remaining
funds in such Custodial Account available and required to be paid in accordance with the related Intercreditor Agreement.


 


Subsection (II). The
provisions of this subsection II of this Section 5.2(a) shall apply notwithstanding any contrary provision of subsection
(I) of this Section 5.2(a):


 


(i)          Identification
of Workout-Delayed Reimbursement Amounts. If any Advance made with respect to any Mortgage Loan on or before the date on which
such Mortgage Loan becomes (or, but for the requirement that the Mortgagor shall have made three (3) consecutive scheduled payments
under its modified terms, would then constitute) a Rehabilitated Mortgage Loan, together with Advance Interest accrued thereon,
is not, pursuant to the operation of the provisions of Section 5.2(a)(I), reimbursed to the Person who made such Advance
on or before the date, if any, on which such Mortgage Loan becomes a Rehabilitated Mortgage Loan, such Advance, together with such
Advance Interest, shall constitute a “Workout-Delayed Reimbursement Amount” to the extent that such amount has
not been determined to constitute a Nonrecoverable Advance. All references herein to “Workout-Delayed Reimbursement Amount”
shall be construed always to mean the related Advance and any Advance Interest thereon, together with any further Advance Interest
that accrues on the unreimbursed portion of such Advance from time to time in accordance with the other provisions of this Agreement.
That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right
of any Person hereunder to determine that such amount instead constitutes a Nonrecoverable Advance.


 


(ii)        General
Relationship of Provisions. Subsection (iii) below (subject to the terms and conditions thereof) sets forth the
terms of and conditions to the right of a Person to be reimbursed for any Workout-Delayed Reimbursement Amount to the extent
that such Person is not otherwise entitled to reimbursement and payment of such Workout-Delayed Reimbursement Amount pursuant
to the operation of Section 5.2(a)(I) above. Subsection (iv) below (subject to the terms and conditions
thereof) authorizes the Master Servicer to abstain from reimbursing itself (or, if applicable, the Trustee to abstain from
obtaining reimbursement) for Nonrecoverable Advances under certain circumstances at its sole option. Upon any determination
that all or any portion of a Workout-Delayed Reimbursement Amount constitutes a Nonrecoverable Advance, then the
reimbursement or payment of such amount (and any further Advance Interest that may accrue thereon) shall cease to be subject
to the operation of subsection (iii) below, such amount (and further Advance Interest) shall be as fully payable and
reimbursable to the relevant Person as would any other Nonrecoverable Advance (and Advance Interest thereon) and, as a
Nonrecoverable Advance, such amount may become the subject of the Master Servicer’s (or, if applicable, the
Trustee’s) exercise of its sole option authorized by subsection (iv) below.


 






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(iii)       Reimbursements
of Workout-Delayed Reimbursement Amounts. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be
entitled to reimbursement and payment for all Workout-Delayed Reimbursement Amounts in each Collection Period; provided
that the aggregate amount (for all such Persons collectively) of such reimbursements and payments in such Collection Period shall
not exceed (and the reimbursement and payment shall be made from) the aggregate amount in the Collection Account allocable to principal
received with respect to the Mortgage Loans for such Collection Period contemplated by clause (I)(A) of the definition of
Principal Distribution Amount (but not including any such amounts that constitute Advances) and net of any Nonrecoverable Advances
then outstanding and reimbursable from such principal in accordance with Section 5.2(a)(II)(iv) below. As and to the extent
provided in clause (II)(A) of the definition thereof, the Principal Distribution Amount for the Distribution Date related
to such Collection Period shall be reduced to the extent that such payment or reimbursement of a Workout-Delayed Reimbursement
Amount is made from the aggregate amount in the Collection Account allocable to principal pursuant to the preceding sentence.


 


(iv)        Reimbursement
of Nonrecoverable Advances; Sole Option to Abstain from Reimbursements of Certain Nonrecoverable Advances. To the extent that
Section 5.2(a)(I) otherwise entitles each of the Master Servicer, the Special Servicer and the Trustee to reimbursement
for any Nonrecoverable Advance (or payment of Advance Interest thereon from a source other than Penalty Charges and Allocable Modification
Fees on the related Mortgage Loan) during any Collection Period, then, notwithstanding any contrary provision of subsection
(I) above, (a) to the extent that one or more such reimbursements and payments of Nonrecoverable Advances (and such Advance
Interest thereon) are made, such reimbursements and payments shall be made, first, from the aggregate amount in the Collection
Account allocable to principal received with respect to the Mortgage Loans for such Collection Period contemplated by clause
(I)(A) of the definition of Principal Distribution Amount (but not including any such amounts that constitute Advances, and
prior to any deduction for Workout-Delayed Reimbursement Amounts (and Advance Interest thereon) that were reimbursed or paid during
the related Collection Period from amounts allocable to principal received with respect to the Mortgage Loans, as described by
clause (II)(A) of the definition of Principal Distribution Amount and pursuant to subsection (iii) of Section
5.2(a)(II)), and then from other collections (including interest) on the Mortgage Loans for such Collection Period,
and (b) if and to the extent that the amount of such a Nonrecoverable Advance (and Advance Interest thereon), together with all
Nonrecoverable Advances (and Advance Interest thereon) theretofore reimbursed during such Collection Period, would exceed such
principal on the Mortgage Loans for such Collection Period (and Advance Interest thereon), the Master Servicer (and the Trustee,
if it made the relevant Advance) is hereby authorized (but shall not be construed to have any obligation whatsoever), if it elects
at its sole option, to abstain from reimbursing itself (notwithstanding that it is entitled to such reimbursement) during that
Collection Period for all or a portion of such Nonrecoverable Advance (and Advance Interest thereon), provided that the
aggregate amount that is deferred with respect to all Nonrecoverable Advances (and Advance Interest thereon) with respect to all
Mortgage Loans for any particular Collection Period is less than or equal to such excess described above in this clause (b).
If the Master Servicer (or the


 



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Trustee) makes such an election at its sole option to defer reimbursement with respect to all or
a portion of a Nonrecoverable Advance (and Advance Interest thereon), then such Nonrecoverable Advance (and Advance Interest thereon)
or portion thereof shall continue to be fully reimbursable in any subsequent Collection Period to the same extent as set forth
above. In connection with a potential election by the Master Servicer or the Trustee to abstain from the reimbursement of a particular
Nonrecoverable Advance or portion thereof during the Collection Period for any Distribution Date, the Master Servicer (or the Trustee)
shall further be authorized to wait for principal collections to be received before making its determination of whether to abstain
from the reimbursement of a particular Nonrecoverable Advance or portion thereof until the end of the Collection Period.


 


None of the Master
Servicer or the Trustee shall have any liability whatsoever for making an election, or refraining from making an election, that
is authorized under this subsection (II)(iv). 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 subsection (II)(iv) or to comply with the terms of this subsection (II)(iv) and the other provisions of
this Agreement that apply once such an election, if any, has been made.


 


Any election by
the Master Servicer (or the Trustee) to abstain from reimbursing itself for any Nonrecoverable Advance (and Advance Interest thereon)
or portion thereof with respect to any Collection Period shall not be construed to impose on the Master Servicer (or the Trustee)
any obligation to make such an election (or any entitlement in favor of any Certificateholder or any other Person to such an election)
with respect to any subsequent Collection Period or to constitute a waiver or limitation on the right of the Master Servicer (or
the Trustee) to otherwise be reimbursed for such Nonrecoverable Advance (and Advance Interest thereon). Any election by the Master
Servicer or the Trustee to abstain from reimbursing itself for any Nonrecoverable Advance or portion thereof with respect to any
one or more Collection Periods shall not limit the accrual of Advance Interest on the unreimbursed portion of such Nonrecoverable
Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. 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 holder
of a Serviced B Note or Serviced Companion Loan for any such election that such party makes as contemplated by this subsection
or for any losses, damages or other adverse economic or other effects that may arise from such an election. The foregoing statements
in this paragraph shall not limit the generality of the statements made in the immediately preceding paragraph. Notwithstanding
the foregoing, neither the Master Servicer nor the Trustee shall have the right to abstain from reimbursing itself for any Nonrecoverable
Advance to the extent of the amount described in clause (I)(A) of the definition of Principal Distribution Amount. Notwithstanding
anything to the contrary contained herein, neither the Master Servicer nor the Trustee may abstain from reimbursing itself for
any particular Nonrecoverable Advance for a period in excess of twelve (12) months, and during any Subordinate Control Period and
any Collective Consultation Period, neither the Master Servicer nor the Trustee may abstain from reimbursing itself for any particular
Nonrecoverable Advance for a period in excess of six (6) months without the consent of the Controlling Class Representative.


 






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(v)          Reimbursement
Rights of the Master Servicer, Special Servicer and Trustee Are Senior. Nothing in this Agreement shall be deemed to create
in any Certificateholder a right to prior payment of distributions over the Master Servicer’s, the Special Servicer’s
or the Trustee’s right to reimbursement for Advances plus Advance Interest (whether those that constitute Workout-Delayed
Reimbursement Amounts, those that have been the subject of the Master Servicer’s election authorized in subsection (iv)
or otherwise).


 


(b)          On
each Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and apply as follows all Penalty
Charges (subject to any allocation provision with respect to Penalty Charges in any related Intercreditor Agreement) and Allocable
Modification Fees (in that order) received with respect to a Mortgage Loan or, unless otherwise required to be paid to the holder
thereof pursuant to the related Intercreditor Agreement, a Serviced Companion Loan or Serviced B Note during the most recently
ended Collection Period:


 


(i)          first,
to pay or reimburse the Master Servicer, the Special Servicer and/or the Trustee, as applicable, for all outstanding Nonrecoverable
Advances (together with all unpaid Advance Interest on such Nonrecoverable Advances), all unpaid Advance Interest on any other
Advances and any other outstanding Additional Trust Expenses, in each case, with respect to such Mortgage Loan or, if applicable,
the related Loan Pair or A/B Whole Loan;


 


(ii)        second,
as a reimbursement to the Trust of all Advances (and related Advance Interest) with respect to such Mortgage Loan or, if applicable,
the related Loan Pair or A/B Whole Loan previously determined to be Nonrecoverable Advances and previously reimbursed to the Master
Servicer, the Special Servicer and/or Trustee, as applicable, from amounts (other than related Penalty Charges and Allocable Modification
Fees) on deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as recoveries
of such Nonrecoverable Advances and related Advance Interest);


 


(iii)       third,
as a reimbursement to the Trust of all other Additional Trust Expenses with respect to such Mortgage Loan or, if applicable, the
related Loan Pair or A/B Whole Loan previously paid from the Collection Account (and such amounts will be retained or deposited
in the Collection Account as recoveries of such Additional Trust Expenses); and


 


(iv)        fourth,
to pay any remaining Penalty Charges and Allocable Modification Fees to the Master Servicer and/or the Special Servicer, as applicable,
as compensation as set forth in either Section 8.10 or Section 9.11, as applicable.


 


(c)          With
respect to any Master Servicer Remittance Date, Scheduled Payments due in a Collection Period succeeding the Collection Period
relating to such Master Servicer Remittance Date, Principal Prepayments received after the related Collection Period, or other
amounts not distributable on the related Distribution Date, shall be held in the Collection Account (or a sub-account thereof)
and shall be remitted to the Distribution Account on the


 



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applicable successive Master Servicer Remittance Date or Dates. The Master
Servicer shall use commercially reasonable efforts to remit to the Distribution Account on any Master Servicer Remittance Date
for a Collection Period any Balloon Payments received during the period that begins two (2) Business Days immediately preceding
the related Master Servicer Remittance Date and ends on such Master Servicer Remittance Date. In connection with the deposit of
any Balloon Payments to the Distribution Account in accordance with the immediately preceding sentence, the Master Servicer shall
promptly notify the Certificate Administrator and the Certificate Administrator shall, if it has already reported anticipated distributions
to the Depository, use commercially reasonable efforts to cause the Depository to make the revised distribution on a timely basis
on such Distribution Date. Neither the Master Servicer nor the Certificate Administrator shall be liable or held responsible for
any resulting delay or failure in the making of such distribution to Certificateholders. For purposes of the definitions of “Available
Distribution Amount” and “Principal Distribution Amount,” any Balloon Payments that are received prior to the
Master Servicer Remittance Date in any Collection Period but are includable in the distributions on the Distribution Date in such
Collection Period as provided above, shall each be deemed to have been collected in the prior Collection Period.


 


Section 5.3      Distribution
Account and Reserve Accounts.


 


(a)          The
Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii),
on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate
Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution
Account”), to be held for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled:
“Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National Association,
as Trustee, for the benefit of the Holders of Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8, Distribution Account”, (ii) an account (the “Interest Reserve Account”) to be held for
the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled: “Wells Fargo Bank, National Association,
as Certificate Administrator on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of
Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8, Interest Reserve Account”,
(iii) an account (the “Excess Liquidation Proceeds Reserve Account”) to be held for the benefit of the Holders
until disbursed pursuant to the terms of this Agreement, titled: “Wells Fargo Bank, National Association, as Certificate
Administrator on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of Morgan Stanley
Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8, Excess Liquidation Proceeds Reserve
Account”, and (iv) an account (the “TA Unused Fees Reserve Account”) to be held for the benefit of the
Holders until disbursed pursuant to the terms of this Agreement, titled: “Wells Fargo Bank, National Association, as Certificate
Administrator on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of Morgan Stanley
Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8, TA Unused Fees Reserve Account”.
The Distribution Account and the Reserve Accounts shall be Eligible Accounts. The Distribution Account and the Reserve Accounts
shall be held separate and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator,
it being understood, however, that each Reserve Account shall be a subaccount of the Distribution


 



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Account. For the avoidance of
doubt, the Distribution Account (other than any Excess Interest (whether now or hereafter arising) and the Excess Interest Sub-account,
which shall be assets of the Grantor Trust) and each Reserve Account (including interest, if any, earned on the investment of funds
in such accounts) shall be owned by REMIC III for federal income tax purposes.


 


Funds in the Distribution
Account and the Reserve Accounts shall remain uninvested.


 


(b)          The
Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA
Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to
this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made
by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections
of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master
Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account
and collected during the related Collection Period as provided in clauses (v) and (xii) of Section 5.2(a)(I)
and the P&I Advance Amount.


 


Except with respect to the
final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each year
(other than in any leap year and commencing in 2017) and February of each year (commencing in 2016), shall withdraw from the Distribution
Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest Reserve Loan,
an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage
Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance
is timely made in respect thereof for such Due Date (all amounts so deposited in any January and/or February in respect of each
Interest Reserve Loan, “Interest Reserve Amounts”).


 


The Certificate Administrator
shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the Excess Liquidation Proceeds
Reserve Account and the TA Unused Fees Reserve Account only for the following purposes:


 


(i)          to
withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees
Reserve Account in error and pay such amounts to the Persons entitled thereto;


 


(ii)        in
the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust Advisor,
the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other amounts
permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2;


 






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(iii)       to
make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable;


 


(iv)        in
the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification
payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates
that are not Class F Certificates or Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused
Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and


 


(v)          to
clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2.


 


On each Master Servicer Remittance
Date in March of every year commencing in March 2016 (and on any other Master Servicer Remittance Date related to the final Distribution
Date), the Certificate Administrator shall withdraw all Interest Reserve Amounts then in the Interest Reserve Account and deposit
such amounts into the Distribution Account.


 


Section 5.4      Certificate
Administrator Reports.


 


(a)          On
or prior to each Distribution Date, based on information provided in monthly reports prepared by the Master Servicer and the Special
Servicer and delivered to the Certificate Administrator by the Master Servicer (no later than 2:00 p.m., New York time on the Advance
Report Date), the Certificate Administrator shall prepare and make available to the general public on the Certificate Administrator’s
Website (or, upon written request from any Certificateholder or Certificate Owner, provide to the requesting party, by first class
mail) (i) the Distribution Date Statement for such Distribution Date, and (ii) a report containing information regarding the Mortgage
Loans as of the end of the related Collection Period, which report shall be presented in tabular format substantially similar to
the format utilized in Exhibit K hereto, which report may be included as part of the Distribution Date Statement.


 


In addition, the Certificate
Administrator, to the extent received by it, shall make available each month via the Certificate Administrator’s Website,
to any Privileged Person (provided that the Final Prospectus, this Agreement, the Distribution Date Statements and the Exchange
Act Filings will be made available to the general public; provided, further, that (except as set forth in this Agreement
with respect to the Special Servicer, the Controlling Class Representative and any Controlling Class Certificateholder) any Privileged
Person that is a Borrower Party shall only be entitled to access documents made available to the general public), or in the case
of item (vii) below, solely to Certificateholders and Certificate Owners, the following items (provided that with respect
to items not prepared by the Certificate Administrator, the Certificate Administrator shall be required to make such items available
only to the extent it has received such items in a readable, uploadable and unlocked electronic format (including, HTML, Word,
Excel or searchable PDF)):


 


(i)          the
following “deal documents”:


 


(A)          the
Final Prospectus and the Private Placement Memorandum;


 






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(B)          this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)          the
CREFC® Loan Setup File;


 


(ii)        the
Exchange Act Filings;


 


(iii)       the
following “periodic reports”:


 


(A)          the
Distribution Date Statement;


 


(B)          CREFC®
Reports, in each case, to the extent the Certificate Administrator has received or prepared such report or file (other than the
CREFC® Loan Setup File); and


 


(C)          any
Trust Advisor Annual Reports;


 


(iv)        the
following “additional documents”:


 


(A)          the
summary of any Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 10.5(a) of this
Agreement; and


 


(B)          any
other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;


 


(v)          the
following “special notices”:


 


(A)        all
Special Notices;


 


(B)       
 notice of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(C)         notice
of final payment on the Certificates;


 


(D)         all
notices of the occurrence of any Servicer Termination Events, in the case of the Master Servicer, or events described in Section
9.30(b), in the case of the Special Servicer, or Trust Advisor Termination Events, in the case of the Trust Advisor, received
by the Certificate Administrator;


 


(E)          notice
of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and
notice of acceptance of appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian
or the Trustee);


 


(F)          any
and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s,
the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance;


 






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(G)         any
notice of the termination of the Trust;


 


(H)         all
of the annual compliance statements and annual assessments as to compliance delivered to the Certificate Administrator since the
Closing Date pursuant to Section 13.9 and Section 13.10, respectively;


 


(I)          all
of the annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since
the Closing Date pursuant to Section 13.11;


 


(J)          any
reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of the Special Servicer’s
Appraisal Reduction and net present value calculations pursuant to Section 10.5;


 


(K)        any
recommendation received by the Certificate Administrator from the Trust Advisor for the termination of the Special Servicer during
any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the Holders of Certificates evidencing
the requisite percentage of Voting Rights to terminate the Special Servicer in response to such recommendation;


 


(L)         notice
of any request by the Holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates to terminate and
replace the Special Servicer or notice of any request by the Holders of Certificates evidencing at least 25% of the Voting Rights
of the Certificates to terminate and replace the Trust Advisor; and


 


(M)       any
other information delivered to the Certificate Administrator pursuant to any other section of this Agreement, which other section
expressly provides for posting of such information on the Certificate Administrator’s Website; and


 


(N)        any
notice of the commencement or cessation of a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation
Period;


 


(vi)        the
Investor Q&A Forum; and


 


(vii)       solely
to Certificateholders and Certificate Owners, the Investor Registry.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
(and not under any of the tabs or headings described in items (i) through (vii) above) and made available to Privileged Persons
other than Excluded Controlling Class Holders (unless loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access by an Excluded Controlling Class Holder shall only be prohibited with respect to the related Excluded
Controlling Class Mortgage Loans).


 






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Any Person that is a Borrower
Party shall only be entitled to access (a) the Distribution Date Statements and the following items made available to the general
public: the Final Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Exchange Act Filings on the Certificate
Administrator’s Website, (b) in the case of the Controlling Class Representative 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
Trust Advisor, the Certificate Administrator and the Trustee in the form of an investor certification and notice substantially
in the forms of Exhibit I-1D and Exhibit I-1E, respectively, and upon delivery to the Certificate Administrator in
the form of a notice substantially in the form of Exhibit I-1F, which shall include each user identification associated
with such Excluded Controlling Class Holder with respect to the Certificate Administrator’s Website, all information (other
than Excluded Information) available on the Certificate Administrator’s Website (unless loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access by an Excluded Controlling Class Holder shall only be prohibited
with respect to the related Excluded Controlling Class Mortgage Loans), and (c) in the case of the Special Servicer, if such Person
obtains knowledge that it is a Borrower Party, upon delivery to the Master Servicer, the Special Servicer, the Trust Advisor, the
Certificate Administrator and the Trustee in form of notice (a copy of which shall be sent via email) substantially in the form
of Exhibit I-1E, and upon delivery to the Certificate Administrator in form of a notice (a copy of which shall be sent via
email) substantially in the form of Exhibit I-1F, all information available on the Certificate Administrator’s Website,
provided that the Special Servicer shall be prohibited from accessing any information on the Certificate Administrator’s
Website with respect to the related Excluded Special Servicer Mortgage Loans). Any notice delivered pursuant to this paragraph
shall be sent in accordance with Section 14.5 of this Agreement.


 


In the case of the Controlling
Class Representative 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 I-1B hereto, such Controlling Class Representative or Controlling
Class Certificateholder shall be entitled to access the applicable information on the Certificate Administrator’s Website.
The Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator and the Trustee may each conclusively
rely on (i) an investor certification in the form of Exhibit I-1B hereto from the Controlling Class Representative or a
Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder, (ii) an investor
certification in the form of Exhibit I-1D hereto from the Controlling Class Representative 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 Mortgage
Loans and (iii) any other Investor Certification in the form of Exhibit I-1E, Exhibit I-1F and Exhibit I-1G.
In the event the Controlling Class Representative 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 Trust Advisor, the Certificate
Administrator and the Trustee in writing substantially in the form of Exhibit I-1E that such party is an Excluded Controlling
Class Holder and identify the related Excluded Controlling Class Mortgage Loan(s) and thereafter shall not be entitled to any Excluded
Information related to such Excluded Controlling Class Mortgage Loan(s) and made available on the Certificate Administrator’s
Website. With respect to any Excluded Information to be delivered to the Certificate Administrator for posting on the Certificate
Administrator’s Website, each of the Master Servicer, the Special Servicer and the Trust Advisor shall mark or label such


 



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information as “Excluded
Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on
the Certificate Administrator’s Website such Excluded Information (which may be segregated on loan-by-loan basis) from
information relating to other Mortgage Loans. Notwithstanding anything herein to the contrary, each of the Master
Servicer, the Special Servicer, the Trust Advisor, the Trustee and the Certificate Administrator shall be entitled to
conclusively assume that the Controlling Class Representative 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 Trust Advisor, the Trustee or the Certificate Administrator, as applicable, has received such notice from the
Controlling Class Representative or a Controlling Class Certificateholder that it has become an Excluded Controlling Class
Holder. None of the Master Servicer, the Special Servicer, the Trust Advisor or the Certificate Administrator shall be liable
for any communication to the Controlling Class Representative or Controlling Class Certificateholder or disclosure of
Excluded Information if the Master Servicer, the Special Servicer, the Trust Advisor or the Certificate Administrator, as
applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Mortgage
Loan (including, in the case of any Excluded Information delivered to the Certificate Administrator for posting to the
Certificate Administrator’s Website, any failure to label any such Excluded Information provided to the Certificate
Administrator).


 


Each of the Master Servicer,
the Special Servicer, the Trust Advisor, the Trustee and the Certificate Administrator shall be entitled to conclusively rely on
(i) any written notice from the Controlling Class Representative or a Controlling Class Certificateholder that it is no longer
an Excluded Controlling Class Holder and (ii) any certification delivered by the Controlling Class Representative or a Controlling
Class Certificateholder, as applicable, substantially in the form of Exhibit I1-B that such Person is no longer an Excluded
Controlling Class Holder. The Special Servicer (with respect to any Excluded Special Servicer Mortgage Loan) agrees, and to the
extent the Controlling Class Representative 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 Controlling Class Representative or Controlling Class Certificateholder shall be deemed to have agreed, that it (i) will not
directly or indirectly provide any information related to the related Excluded Special Servicer Mortgage Loan or Excluded Controlling
Class Mortgage Loan, as applicable, to the related Borrower or, with respect to any Excluded Controlling Class Mortgage Loan, to
any Excluded Controlling Class Holder or (A) any employees or personnel of such Special Servicer, Controlling Class Representative
or Controlling Class Certificateholder, as applicable, or any Affiliate thereof in each case involved in the management of any
investment in the related Borrower or the related Mortgaged Property or (B) to its actual knowledge, any non-Affiliate that holds
a direct or indirect ownership interest in the related Borrower, 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 such information and assumes no responsibility therefor.
In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator
for which it is not the original source. In connection with providing access to the Certificate Administrator’s Website,
the Certificate Administrator


 



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may require registration and acceptance of a disclaimer that the Certificate Administrator will make
no representations or warranties as to the accuracy or completeness of information provided by it that was based, in whole or in
part, on information received from third parties, and will assume no responsibility for them. The Certificate Administrator shall
not be liable for the dissemination of information in accordance with this Agreement.


 


The Certificate Administrator
may provide such information through means other than (and in lieu of) the Certificate Administrator’s Website; provided
that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders and the holders of Serviced Companion
Loans (but only for purposes of any such holder receiving information regarding its Serviced Companion Loan) shall have received
notice of such alternative means (which notice may be given via the Certificate Administrator’s Website).


 


Any Certificateholder or
Certificate Owner that is a Mortgagor, a Manager, an Affiliate of a Mortgagor or a Manager, or an agent, principal, partner, member,
joint venturer, limited partner, employee, representative, director, trustee or advisor of, or any investor in, any of the foregoing,
shall be entitled to access only the Final Prospectus, the Distribution Date Statements, this Agreement and the Exchange Act Reports
on the Certificate Administrator’s Website. The provisions in this section shall not limit the Master Servicer’s ability
to make accessible certain information (other than Privileged Information) regarding the Mortgage Loans at a website maintained
by the Master Servicer. The Certificate Administrator shall require an Investor Certification from any Certificateholder, Certificate
Owner or prospective transferee of a Certificate or interest therein that requests access to any Non-Public Information.


 


(b)          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 as to the applicable
Class set forth in clauses (a), (b), (j) and (s) of the definition of “Distribution Date Statement”
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 determines to be necessary 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.


 


(c)          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 Certificateholders,
Certificate Owners and prospective purchasers of Certificates may (i)(A) submit questions to the Certificate Administrator relating
to the Distribution Date Statement, (B) submit questions to the Master Servicer or the Special Servicer, as applicable, relating
to the servicing reports prepared by that party and being made available pursuant to this Section 5.4, the Mortgage Loans,
the A/B Whole Loans, the Loan Pairs or the Mortgaged Properties and (C) submit questions to the Trust Advisor relating to any Trust
Advisor Annual Reports or actions by the Special Servicer referenced in any Trust Advisor Annual Report (collectively, “Inquiries”),
and (ii) view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an


 



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Inquiry for the Trust Advisor, the Master Servicer or the Special Servicer, the Certificate Administrator shall forward the Inquiry
to the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, in each case within a commercially reasonable
period following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator, the Trust Advisor, the Master
Servicer or the Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply
to the Inquiry, which reply of the Trust Advisor, the Master Servicer or Special Servicer shall be by email to the Certificate
Administrator. The Certificate Administrator shall post (within a commercially reasonable period following preparation or receipt
of such answer, as the case may be) such Inquiry with the related answer to the Certificate Administrator’s Website. If the
Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion,
that (i) any Inquiry is not of a type described above, (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, this Agreement (including the
confidentiality provisions and restrictions on release of Privileged Information contained in this Agreement) or the applicable
Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional
cost or expense to, the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, as applicable,
or (v) 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 Trust Advisor, the Master Servicer or the Special Servicer, shall promptly notify the Certificate Administrator.
The Certificate Administrator shall notify the Person who submitted such Inquiry if the Inquiry will not be answered. 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, and no party shall
post or otherwise disclose direct communications with the Controlling Class Representative or a Loan-Specific Directing Holder
as part of its response to any Inquiries. The Investor Q&A Forum will not reflect questions, answers and other communications
which are not submitted via the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum shall be
attributable only to the respondent, and no other Person will have any responsibility or liability for the content of any such
information, nor will any other Person certify as to the accuracy of any of the information posted in the Investor Q&A Forum
that is based, in whole or in part, on information received from third parties. Rating Agencies and other NRSROs that provide an
NRSRO Certification may have access to the Investor Q&A Forum but will not have a means to submit questions on the Investor
Q&A Forum. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor Q&A
Forum.


 


(d)          The
Certificate Administrator shall make available to any Certificateholder and Certificate Owner (and except with respect to an Excluded
Controlling Class Holder, other than a Mortgagor, a Manager, an Affiliate of a Mortgagor or a Manager, or an agent, principal,
partner, member, joint venturer, limited partner, employee, representative, director, trustee or advisor of, or any investor in,
any of the foregoing), the Investor Registry. The “Investor Registry” shall be a voluntary service available
on the Certificate Administrator’s Website, where Certificateholders and Certificate Owners 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 (b) it grants
authorization to the Certificate


 



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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 other registered Certificateholders and registered Certificate
Owners. 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. Rating Agencies and other NRSROs shall not have
access to the Investor Registry.


 


(e)          Notwithstanding
the foregoing, in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer
or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC®
Reports, inspection reports and other specific periodic reports otherwise required). If the Master Servicer, the Special Servicer
or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require the Person requesting
such report to pay a reasonable fee to cover the costs of the preparation thereof.


 


(f)          Upon
filing with the Internal Revenue Service, the Certificate Administrator shall furnish to the Holders of the Class R Certificates
the Form 1066 for each REMIC Pool and shall furnish their respective Schedules Q thereto at the times required by the Code or the
Internal Revenue Service, and shall provide from time to time such information and computations with respect to the entries on
such forms as any Holder of the Class R Certificates may reasonably request.


 


(g)          The
specification of information to be furnished by the Certificate Administrator in this Section 5.4 (and any other terms of
this Agreement requiring or calling for delivery or reporting of information by the Certificate Administrator to Certificateholders
and Certificate Owners) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator is hereby
authorized to furnish, to any Privileged Person any other information (such other information, collectively, “Additional
Information”) with respect to the Mortgage Loans, the A/B Whole Loans, the Loan Pairs, the Mortgaged Properties or the
Trust as may be provided to it by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation
or other manner from time to time, provided that (A) while there exists any Servicer Termination Event, any such Additional
Information shall only be furnished with the consent or at the request of the Depositor (to the extent such information is requested
by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled to indicate the source of all information
furnished by it, and the Certificate Administrator may affix thereto any disclaimer it deems appropriate in its sole discretion
(together with any warnings as to the confidential nature and/or the uses of such information as it may, in its sole discretion,
determine appropriate), (C) the Certificate Administrator may notify any Privileged Person of the availability of any such information
in any manner as it, in its sole discretion, may determine, (D) the Certificate Administrator shall be entitled (but not obligated)
to require payment from


 



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each recipient of a reasonable fee for, and its out of pocket expenses incurred in connection with, the
collection, assembly, reproduction or delivery of any such Additional Information, (E) the Certificate Administrator shall be entitled
to distribute or make available such Additional Information in accordance with such reasonable rules and procedures as it may deem
necessary or appropriate (which may include the requirement that an agreement that provides such information shall be used solely
for purposes of evaluating the investment characteristics or valuation of the Certificates be executed by the recipient, if and
to the extent the Certificate Administrator deems the same to be necessary or appropriate), and (F) the delivery of Additional
Information shall in no event violate the confidentiality provisions and restrictions on release of Privileged Information contained
in this Agreement. Nothing herein shall be construed to impose upon the Certificate Administrator any obligation or duty to furnish
or distribute any Additional Information to any Person in any instance, and the Certificate Administrator shall neither have any
liability for furnishing nor for refraining from furnishing Additional Information in any instance. The Certificate Administrator
shall be entitled (but not required) to request and receive direction from the Depositor as to the manner of delivery of any such
Additional Information, if and to the extent the Certificate Administrator deems necessary or advisable, and to require that any
consent, direction or request given to it pursuant to this Section be made in writing. The Certificate Administrator shall not
be obligated to determine whether any information submitted or delivered to it constitutes Privileged Information, and shall not
have any liability for posting to the Certificate Administrator’s Website any Privileged Information received from a third
party in accordance with this Agreement, unless such Privileged Information is clearly identified as such to the Certificate Administrator
upon delivery thereto. The Master Servicer, the Special Servicer and the Trust Advisor shall not deliver any Privileged Information
to the Certificate Administrator.


 


(h)          The
Depositor hereby authorizes the Certificate Administrator to make available to the Financial Market Publishers or such other vendor
chosen by the Depositor upon delivery by such vendor to the Certificate Administrator of a certification in the form of Exhibit
M hereto, all the Distribution Date Statements, CREFC® Reports and supplemental notices delivered or made available
pursuant to this Section 5.4 to Privileged Persons.


 


(i)          Subject
to Section 8.15, upon advance written request, if required by federal regulation, of any Certificateholder (or holder of
a Serviced Companion Loan or Serviced B Note) that is a savings association, bank, or insurance company, the Certificate Administrator
shall provide (to the extent in its possession) to each such Certificateholder (or such holder of a Serviced Companion Loan or
Serviced B Note) such reports and access to non-privileged information and documentation regarding the Mortgage Loans and the Certificates
as such Certificateholder (or such holder of a Serviced Companion Loan or Serviced B Note) may reasonably deem necessary to comply
with applicable regulations of the Office of Thrift Supervision or successor or other regulatory authorities with respect to investment
in the Certificates; provided that the Certificate Administrator shall be entitled to be reimbursed by such Certificateholder
(or such holder of a Serviced Companion Loan or Serviced B Note) for the Certificate Administrator’s actual expenses incurred
in providing such reports and access. The holder of a Serviced B Note shall be entitled to receive information and documentation
only with respect to its related A/B Whole Loan or Loan Pair, as applicable, and the holder of a Serviced Companion Loan shall
be entitled to receive information and documentation only with respect to its related Loan Pair, pursuant hereto.


 






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(j)          Any
party hereto may at any time request from the Certificate Administrator written confirmation of whether there existed a Senior
Consultation Period or Collective Consultation Period during the previous calendar year, and the Certificate Administrator shall
deliver such confirmation to such party within ten (10) days of such request. In addition, the Certificate Administrator shall
notify the Trust Advisor, the Master Servicer and the Special Servicer within ten (10) days of the commencement or cessation of
any Senior Consultation Period, Collective Consultation Period or Subordinate Control Period.


 


(k)          Upon
request and delivery by CREFC® of a certification in the form of Exhibit M hereto, the Certificate Administrator
shall make available to CREFC®, with respect to any Distribution Date, the related Distribution Date Statement and
CREFC® Investor Reporting Package.


 


Section 5.5      Certificate
Administrator Tax Reports. The Certificate Administrator shall perform all reporting and other tax compliance duties that
are the responsibility of each REMIC Pool and the Grantor Trust under the Code, REMIC Provisions, or other compliance guidance
issued by the Internal Revenue Service or any state or local taxing authority. Consistent with this Agreement, the Certificate
Administrator shall provide or cause to be provided (i) to the United States Treasury or other Persons (including, but not limited
to, the Transferor of a Class R Certificate to a Disqualified Organization or to an agent that has acquired a Class R Certificate
on behalf of a Disqualified Organization) such information as is necessary for the application of any tax relating to the transfer
of a Class R Certificate to any Disqualified Organization and (ii) to the Certificateholders such information or reports as are
required by the Code or REMIC Provisions; in the case of (i), subject to reimbursement of expenses relating thereto in accordance
with Section 7.12. The Master Servicer shall on a timely basis provide the Certificate Administrator with such information
concerning the Mortgage Loans as is necessary for the preparation of the tax or information returns or receipts of each REMIC
Pool and the Grantor Trust as the Certificate Administrator may reasonably request from time to time. The Special Servicer is
required to provide to the Master Servicer all information in its possession with respect to the Specially Serviced Mortgage Loans
in order for the Master Servicer to comply with its obligations under this Section 5.5. The Certificate Administrator shall
be entitled to conclusively rely on any such information provided to it by the Master Servicer or the Special Servicer and shall
have no obligation to verify any such information.


 


Section 5.6      Access
to Certain Information.


 


(a)          The
Certificate Administrator and the Custodian shall afford to any Privileged Person access to any documentation (other than Privileged
Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other
assets of the Trust that are in its possession or within its control. Such access shall be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.


 


(b)          The
Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon
reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review
by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies


 



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(in paper or electronic
form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not
constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):


 


(i)          the
Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form
most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(ii)        this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto;


 


(iii)       all
Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders
pursuant to Section 5.4 of this Agreement since the Closing Date;


 


(iv)        all
annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing
Date pursuant to Sections 13.9 and 13.10, respectively;


 


(v)         all
annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the
Closing Date pursuant to Section 13.11;


 


(vi)        the
most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of
this Agreement;


 


(vii)       any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental
testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i),
(ii) and (iii) thereof was satisfied;


 


(viii)      the
Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole
Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator
pursuant to Section 8.18 or Section 9.5 of this Agreement;


 


(ix)        the
annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer,
as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information
specified in Section 8.14 of this Agreement;


 


(x)         any
and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s,
the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance;


 






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(xi)        notice
of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and
appointments of successors thereto);


 


(xii)       all
Special Notices;


 


(xiii)      any
Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;


 


(xiv)     each
of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s
Website and not otherwise listed in this Section 5.6(b); and


 


(xv)      any
other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection
(d)(4)(i) of Rule 144A under the Securities Act.


 


The Certificate Administrator
shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of
the parties set forth in the previous sentence.


 


None of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trust Advisor or the Trustee shall be liable for its dissemination of
information in accordance with the terms of this Agreement or for others providing or disseminating information in violation of
the terms of this Agreement.


 


(c)          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 Mortgage Loan with respect to which such Excluded
Controlling Class Holder is not a Borrower Party; provided, that, in connection 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, as applicable, generally to the effect that such Person is the Controlling Class Representative
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 Controlling Class Representative or a Controlling Class Certificateholder,
as applicable, of an Investor Certification substantially in the form of Exhibit I-1B that such Controlling Class Representative


 



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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 5.6(c) shall include any applicable Excluded
Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 5.7      Exchange
Act Rule 17g-5 Procedures.


 


(a)          Except
as otherwise expressly and specifically provided in this Agreement or as required by law, none of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trust Advisor, the Certificate Registrar, the Trustee or the Custodian
shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly
to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans, including,
but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans relevant
to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates
communications with any such party regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance
of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the
responding party and delivered to the 17g-5 Information Provider electronically as provided in Section 5.7(g), which written
response the 17g-5 Information Provider shall post to the 17g-5 Information Provider’s Website 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), by 2:00 p.m. (New York City time) on the next Business Day; provided, any information delivered pursuant to
Section 5.7(m) shall be posted in accordance with Section 5.7(m); provided that the foregoing shall not apply
to Inquiries and responses thereto submitted and answered pursuant to the “Rating Agency Q&A Forum and Document Request
Tool”.


 


(b)          To
the extent that any party to this Agreement is required to provide any information to, or communicate with, any Rating Agency in
accordance with its obligations under this Agreement or applicable law, such party shall provide such information or communication
to the 17g-5 Information Provider electronically as provided in Section 5.7(g), and the 17g-5 Information Provider shall
upload such information or communication to the 17g-5 Information Provider’s Website 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),
by 2:00 p.m. (New York City time) on the next Business Day; provided, any information delivered pursuant to Section 5.7(m)
shall be posted in accordance with Section 5.7(m). The foregoing shall include any Rating Agency Communication provided
pursuant to this Agreement. The 17g-5 Information Provider shall notify each other party to this Agreement in writing of any change
in the identity or contact information of the 17g-5 Information Provider. Any Rating Agency Confirmation request shall be made
in accordance with Section 1.7.


 


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’s Website, the 17g-5 Information Provider shall notify (which may include automatic
electronic notifications) the Master Servicer or Special Servicer when such information, report, notice or document has been posted.
Except as provided in Section 5.7(m)


 



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below, the Master Servicer or Special Servicer, as applicable, may, but shall not be
obligated to send such information, report, notice or document to the applicable Rating Agency following the earlier of (a) receipt
of notification from the 17g-5 Information Provider that such information, report or other document has been posted to the Rule
17g-5 Information Provider’s Website and (b) after 2:00 p.m. (New York City time) on the first Business Day following the
date the Master Servicer or the Special Servicer, as applicable, has provided such information, report, notice or other document
to the 17g-5 Information Provider (other than in accordance with Section 5.7(m)).


 


(c)          Each
17g-5 Indemnifying Party hereby expressly agrees to indemnify and hold harmless the Depositor, the Sellers, the Underwriters, the
Initial Purchasers and their respective Affiliates, directors, officers, employees, members, managers and agents, and the Trust
(each, for purposes of this Section 5.7(c), a “17g-5 Indemnified Party”), from and against any and all
losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable
legal fees and expenses), to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange
Act, by contract or otherwise, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines,
forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon (i) such 17g-5 Indemnifying
Party’s breach of Section 5.7(a), Section 5.7(b), Section 5.7(f) or Section 1.7 (it being acknowledged
that Section 5.7(f) and Section 1.7 do not apply to the Trust Advisor) or any other provision of this Agreement relating
to the delivery of any information or communication for posting on, or the posting of any information or communication to, the
17g-5 Information Provider’s Website, or (ii) if the 17g-5 Indemnifying Party is the 17g-5 Information Provider, any negligence,
willful misconduct or bad faith on its part in connection with establishing, posting information and communications to, granting
access to, and otherwise performing its obligations and duties hereunder with respect to, the 17g-5 Information Provider’s
Website, or (iii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor
or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause
(i) above by, or any negligence, willful misconduct or bad faith referred to in clause (ii) above on the part of, the
applicable 17g-5 Indemnifying Party, and will reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably
incurred by such 17g-5 Indemnified Party in connection with investigating or defending any such action or claim, as such expenses
are incurred.


 


(d)          None
of the Depositor, the Sellers, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Registrar, the Trustee,
the Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian shall have any liability for
(i) the 17g-5 Information Provider’s failure to post information provided by the Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Certificate Registrar, the Trustee, the Certificate Administrator (if it is not also the 17g-5
Information Provider) or the Custodian in accordance with the terms of this Agreement, or (ii) any malfunction or disabling of
the 17g-5 Information Provider’s Website.


 


(e)          None
of the foregoing restrictions in this Section 5.7 prohibit or restrict oral or written communications, or providing information,
between the Master Servicer, the Special Servicer or the Trust Advisor, on the one hand, and any Rating Agency, on the other


 



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hand,
with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer, the Special Servicer or
the Trust Advisor, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable,
as a commercial mortgage master, special or primary servicer, or the Trust Advisor as an operating advisor or (iii) such Rating
Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in
general, or the Trust Advisor’s operations in general; provided that the Master Servicer, the Special Servicer or
the Trust Advisor, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans to such
Rating Agency in connection with such review and evaluation by such Rating Agency unless (x) Mortgagor, property and other deal
specific identifiers are redacted; (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 or the Master Servicer or the Special Servicer, as applicable, has
in fact provided such information to such Rating Agency in accordance with Section 5.7(b); or (z) the Rating Agency has
confirmed in writing to the Master Servicer, the Special Servicer or the Trust Advisor, as applicable, that it will not use such
information in undertaking credit rating surveillance for any Class of Certificates (and the party providing such information to
a Rating Agency shall, upon request, certify to the Depositor that it received the confirmation described in this clause (z) or
provide the Depositor with a copy of such confirmation from the applicable Rating Agency).


 


(f)          The
17g-5 Information Provider shall, at all times that any Certificates are outstanding and rated by a Rating Agency, maintain the
17g-5 Information Provider’s Website, and grant access thereto to the Rating Agencies and the other NRSROs, in accordance
with this Agreement.


 


(g)          The
17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website and make available solely to the Rating
Agencies and other NRSROs the following items, to the extent such items are delivered to it in an electronic document format suitable
for website posting (and the parties required to deliver the following information to the 17g-5 Information Provider agree to do
so) via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “MSCI
2015-UBS8” 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
and all Officer’s Certificates and other evidence delivered to the 17g-5 Information Provider to support the Master Servicer’s,
the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal
collections;


 


(ii)        any
Final Asset Status Report delivered by the Special Servicer pursuant to Section 9.32(h);


 


(iii)       any
Third Party Reports delivered to the 17g-5 Information Provider;


 






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(iv)        all
of the annual compliance statements and annual assessments as to compliance delivered to the 17g-5 Information Provider since the
Closing Date pursuant to Section 13.9 and Section 13.10, respectively;


 


(v)         all
of the annual independent public accountants’ servicing reports caused to be delivered to the 17g-5 Information Provider
since the Closing Date pursuant to Section 13.11;


 


(vi)        copies
of any Rating Agency Communications that are delivered to the 17g-5 Information Provider;


 


(vii)       copies
of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, Trust Advisor,
Custodian, Certificate Administrator or Trustee, and the responses thereto;


 


(viii)      all
notices of termination, resignation or assignment of rights and duties of the Master Servicer, the Special Servicer, the Trust
Advisor, the Certificate Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the
Special Servicer, the Trust Advisor, the Certificate Administrator or the Trustee) received by the 17g-5 Information Provider;


 


(ix)        all
notices of the occurrence of a Servicer Termination Event, in the case of the Master Servicer, events described in Section 9.30(b),
in the case of the Special Servicer, or events described in Section 10.12, in the case of the Trust Advisor, received by the 17g-5
Information Provider;


 


(x)          all
notices of merger or consolidation of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator,
the Custodian or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the
Certificate Administrator, the Custodian or the Trustee) received by the 17g-5 Information Provider;


 


(xi)        any
Trust Advisor Annual Reports received by the 17g-5 Information Provider;


 


(xii)       any
notice of any amendment of this Agreement pursuant to Section 14.3;


 


(xiii)      any
notice or other information provided to any Rating Agency pursuant to Section 1.7;


 


(xiv)      any
Initial Certification, Final Certification and updated schedule of exceptions received by the 17g-5 Information Provider pursuant
to Section 2.2;


 


(xv)       notice
of any Material Breach or Material Document Defect, and notice of any repurchase or replacement of a Mortgage Loan in connection
therewith, received by the 17g-5 Information Provider pursuant to Section 2.3;


 






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(xvi)       any
requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 1.7;


 


(xvii)      any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement, including pursuant to Section 5.7(a)
and Section 5.7(b); and


 


(xviii)     the
Rating Agency Q&A Forum and Document Request Tool.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website, a link to which shall
be provided on NetRoadshow’s website at www.debtx.com or such other website as MSMCH may notify the parties hereto
in writing. Information will be posted to the 17g-5 Information Provider’s Website 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), by 2:00
p.m. (New York City time) on the next Business Day; provided, any information delivered pursuant to Section 5.7(m)
shall be posted in accordance with Section 5.7(m). 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. If any information is delivered or posted in error, the 17g-5 Information
Provider may remove it from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information
Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting
to the 17g-5 Information Provider’s Website. Access shall be provided by the 17g-5 Information Provider to the Rating Agencies
and other NRSROs upon receipt of an NRSRO Certification (which certification may be submitted electronically via the 17g-5 Information
Provider’s Website) 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), by 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 and 17g5informationprovider@wellsfargo.com
(or to such other telephone number or email address as the 17g-5 Information Provider may designate).


 


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 5.7. In no event shall the 17g-5 Information Provider disclose on
the 17g-5 Information Provider’s Website which Rating Agency requested such additional information.


 


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 shall notify each NRSRO that has provided a NRSRO Certification
each time a document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such
document. The 17g-5 Information Provider shall send such notice to such Persons to the email address that has been provided by
and is 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


 



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provided
to the 17g-5 Information Provider in connection with a completed NRSRO Certification.


 


The 17g-5 Information Provider
shall make available, only to the Rating Agencies and other 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 Rating Agencies and other NRSROs may (i) submit questions to the Certificate Administrator relating to the Distribution
Date Statement, or submit questions to the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, relating
to the reports being made available pursuant to this Section 5.7, the Mortgage Loans, the A/B Whole Loans, Loan Pairs or
the Mortgaged Properties (“Rating Agency Inquiries”), (ii) view Rating Agency Inquiries that have been previously
submitted and answered, together with the answers thereto and (iii) submit requests for loan-level reports and information. Upon
receipt of a Rating Agency Inquiry for the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer,
the 17g-5 Information Provider shall forward such Rating Agency Inquiry to the Certificate Administrator, the Trust Advisor, the
Master Servicer or the Special Servicer, as applicable, in each case within a commercially reasonable period following receipt
thereof. Following receipt of a Rating Agency Inquiry, the Certificate Administrator, the Trust Advisor, the Master Servicer or
the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply
to the Rating Agency Inquiry, which reply of the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special
Servicer shall be by email to the 17g-5 Information Provider. The 17g-5 Information Provider shall post (within a commercially
reasonable period, and in any event within two (2) Business Days, following preparation or receipt of such answer, as the case
may be) such Rating Agency Inquiry and the related answer (or reports, as applicable) to the 17g-5 Information Provider’s
Website. Any report posted by the 17g-5 Information Provider in response to a request may be posted on a page accessible by a link
on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the Trust Advisor, 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 (including the confidentiality provisions and restrictions on the release
of Privileged Information contained in this Agreement) or the applicable Mortgage Loan documents, (ii) answering any Rating Agency
Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege 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 Trust Advisor, the Master Servicer or the Special Servicer, as applicable,
and (B) the Certificate Administrator, the Trust Advisor, 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 and the Trust Advisor)
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 the Trust Advisor, Master Servicer or Special Servicer, as applicable, under this Agreement, then
it shall not be required to answer such Rating Agency Inquiry and, in the case of the Certificate Administrator, the Trust Advisor,
the Master Servicer or the Special Servicer, shall promptly notify the 17g-5 Information Provider, and the 17g-5 Information Provider
shall post (within two (2) Business Days of its receipt of such notice) such Rating Agency Inquiry on the Rating Agency Q&A
Forum and Document Request Tool together with the reason such Rating Agency Inquiry was not answered. Answers posted on the Rating


 



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Agency
Q&A Forum and Document Request Tool will be attributable only to the respondent, and no other 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 between the 17g-5 Information Provider and any other Person that
are not submitted via the 17g-5 Information Provider’s Website.


 


In connection with providing
access to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider may require registration and the acceptance
of a disclaimer. The 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the
terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made
available, and assumes no responsibility for such information. The 17g-5 Information Provider shall not be liable for its failure
to make any information available to the Rating Agencies or other NRSROs unless such information was delivered to the 17g-5 Information
Provider at the email address set forth herein, with a subject heading of “MSCI 2015-UBS8” and sufficient detail to
indicate that such information is required to be posted on the 17g-5 Information Provider’s Website.


 


(h)         The
costs and expenses of compliance with this Section by any party hereto shall not be Additional Trust Expenses.


 


(i)          The
17g-5 Information Provider shall not be obligated to determine whether any information submitted or delivered to it constitutes
Privileged Information, and shall not have any liability for posting to the 17g-5 Information Provider’s Website any Privileged
Information received from a third party in accordance with this Agreement, unless such Privileged Information is clearly identified
as such to the 17g-5 Information Provider upon delivery thereto. The Master Servicer, the Special Servicer and the Trust Advisor
shall not deliver any Privileged Information to the 17g-5 Information Provider.


 


(j)          With
respect to each Non-Serviced Mortgage Loan, each of the Master Servicer, the Special Servicer, the Certificate Administrator and
the Trustee shall provide to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, promptly
upon receipt from a Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, Non-Serviced Mortgage
Loan Certificate Administrator or Non-Serviced Mortgage Loan Trustee, all reports, statements, documents, notices and other information
it receives in respect of such Non-Serviced Mortgage Loan that would otherwise have been required to be submitted to the 17g-5
Information Provider under this Agreement for posting had such Non-Serviced Mortgage Loan been a Serviced Mortgage Loan. The 17g-5
Information Provider shall post on the 17g-5 Information Provider’s Website all such information it receives in accordance
with this Agreement.


 


(k)         It
is hereby acknowledged and agreed that none of the Depositor, any other party to this Agreement or any Seller has contracted with
the Controlling Class Representative or any Certificateholder or Certificate Owner to provide information to any Rating Agency
for the purpose of undertaking credit rating surveillance on the Certificates. For


 



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the avoidance
of doubt, nothing contained in the foregoing sentence shall be deemed to prohibit, restrict or otherwise limit the ability of
the Controlling Class Representative, any Certificateholder and/or any Certificate Owner, as applicable, in each case, of their
own accord and without any express or implicit authorization of or direction from the Depositor, any other party to this Agreement
or any Seller, from communicating or transacting with any Rating Agency with respect to this transaction or otherwise.


 


(l)          If
any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due
diligence services such party may have provided with respect to the Mortgage Loans (“Due Diligence Service Provider”),
such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this
Agreement, promptly upon receipt thereof.


 


(m)        The
Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider,
and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe provided
in Section 5.7(b). The Master Servicer or the Special Servicer, as applicable, shall not send such information directly
to the Rating Agencies until the 17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information
Provider’s Website.


 


ARTICLE
VI

DISTRIBUTIONS


 


Section 6.1     Distributions
Generally. Subject to Section 11.2(a), with respect to the final distribution
on the Certificates, on each Distribution Date, the Certificate Administrator shall (1) first, withdraw from the Distribution
Account and pay to the Trustee and Custodian any unpaid fees, expenses and other amounts then required to be paid pursuant to
this Agreement, and then, to the Certificate Administrator, any unpaid fees, expenses and other amounts then required to be paid
pursuant to this Agreement, and then at the written direction of the Master Servicer, withdraw from the Distribution Account and
pay to the Master Servicer and Special Servicer any unpaid servicing compensation or other amounts currently required to be paid
pursuant to this Agreement (to the extent not previously retained or withdrawn by the Master Servicer from the Collection Account),
and (2) second, make distributions in the manner and amounts set forth below.


 


Each distribution to Holders
of Certificates shall be made by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate
Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder
by wire transfer in immediately available funds to an account specified in the


 



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request
of such Certificateholder; provided, that (i) remittances to the Certificate Administrator shall be made by wire transfer
of immediately available funds to the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused
Fees Reserve Account; and (ii) the final distribution in respect of any Certificate shall be made only upon presentation and surrender
of such Certificate at such location specified by the Certificate Administrator in a notice delivered to Certificateholders pursuant
to Section 11.2(a). If any payment required to be made on the Certificates is to be made on a day that is not a Business
Day, then such payment will be made on the next succeeding Business Day without compensation for such delay. All distributions
or allocations made with respect to Holders of Certificates of a particular Class on each Distribution Date shall be made or allocated
among the outstanding Certificates of such Class in proportion to their respective initial Certificate Balances, in the case of
a Class of Principal Balance Certificates, or initial Notional Amounts, in the case of a Class of Class X Certificates, or Percentage
Interests, in the case of the Class V and Class R Certificates.


 


Section 6.2     Compliance
with Withholding Requirements. Notwithstanding any other provision of this Agreement to the contrary, the Certificate Administrator
on behalf of the Trustee shall comply with all federal withholding requirements with respect to payments to Certificateholders
of interest, original issue discount, or other amounts that the Certificate Administrator reasonably believes are applicable under
the Code. The consent of Certificateholders shall not be required for any such withholding and any amount so withheld shall be
regarded as distributed to the related Certificateholders for purposes of this Agreement. If the Certificate Administrator withholds
any amount from payments made to any Certificateholder pursuant to federal withholding requirements, the Certificate Administrator
shall indicate to such Certificateholder the amount withheld. The Trustee shall not be responsible for the Certificate Administrator’s
failure to comply with any withholding requirements.


 


Section 6.3     REMIC
I.


 


(a)           On
each Distribution Date, the Certificate Administrator shall be deemed to distribute to itself on behalf of the Trustee, as holder
of the REMIC I Regular Interests, for the following purposes and in the following order of priority:


 


(i)          from
the portion of the Available Distribution Amount attributable to interest (other than Excess Interest) collected or advanced or
deemed collected or advanced on or with respect to, and any Excess Liquidation Proceeds attributable to, each Mortgage Loan (including
each REO Mortgage Loan), to pay any and all Distributable Interest with respect to the Corresponding REMIC I Regular
Interest for such Distribution Date;


 


(ii)        from
the portion of the Available Distribution Amount attributable to principal collected or advanced or deemed collected or advanced
on or with respect to each Mortgage Loan (including each REO Mortgage Loan), to pay such principal with respect to the Corresponding
REMIC I Regular Interest, until the REMIC I Principal Amount thereof is reduced to zero; and


 


(iii)       from
any remaining amount of the Available Distribution Amount (other than Excess Interest) and any remaining Excess Liquidation Proceeds
with respect to each


 



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Mortgage
Loan (including each REO Mortgage Loan), to reimburse, first, any unreimbursed Collateral
Support Deficits previously allocated to the Corresponding REMIC I Regular Interest, together with unpaid interest thereon at
the related REMIC I Net Mortgage Rate (in each case from the date of allocation), and then, any unreimbursed Collateral
Support Deficits allocated to any other REMIC I Regular Interest, together with unpaid interest thereon at the related REMIC I
Net Mortgage Rate (in each case from the date of allocation).


 


(b)          At
such time as all Distributable Interest with respect to the REMIC I Regular Interests has been paid, the REMIC I Principal Amounts
of all of the REMIC I Regular Interests have been reduced to zero, and all Collateral Support Deficits
(including interest thereon) previously allocated thereto to the REMIC I Regular Interests have been reimbursed, the Certificate
Administrator shall pay to the Holders of the Class R Certificates with respect to the REMIC I Residual Interest any amounts of
the Available Distribution Amount (other than Excess Interest) remaining with respect to each Mortgage Loan or, to the extent of
the Trust’s interest therein, the related REO Property, as applicable.


 


(c)          Any
Prepayment Premium distributed with respect to any Class of REMIC III Regular Certificates on any Distribution Date pursuant to
Section 6.10, shall be deemed to have first been distributed from REMIC I to REMIC II in respect of the Corresponding REMIC
I Regular Interest for the Mortgage Loan (including an REO Mortgage Loan) as to which such Prepayment Premium was received.


 


Section 6.4     REMIC
II.


 


(a)          On
each Distribution Date, following any allocations of Trust Advisor Expenses on such Distribution Date pursuant to Section 6.11,
the Certificate Administrator shall be deemed to distribute to itself on behalf of the Trustee, as holder of the REMIC II Regular
Interests, amounts distributable to any Class of Principal Balance Certificates, pursuant to Section 6.5, Section 6.10
or Section 11.1, with respect to such Class’s Corresponding REMIC II Regular Interest.


 


(b)          All
distributions made in respect of a Class of Class X Certificates on any Distribution Date pursuant to Section 6.5, Section
6.10 or Section 11.1, and allocable to any particular Class X REMIC III Regular Interest, shall be deemed to have first
been distributed from REMIC II to REMIC III in respect of such Class X REMIC III Regular Interest’s Corresponding REMIC II
Regular Interest.


 


(c)          [Reserved]


 


(d)          [Reserved]


 


(e)          For
purposes of Section 6.4(a), Section 6.4(b), Section 6.4(c) and Section 6.4(d), if the subject distribution
on or in respect of any Class of REMIC III Regular Certificates was a distribution of interest, principal, Prepayment Premiums
or in reimbursement of previously allocated Collateral Support Deficits or Trust Advisor Expenses, then the corresponding distribution
deemed to be made on a REMIC II Regular Interest shall be deemed to also be, respectively, a distribution of interest, principal,
Prepayment Premiums or in


 



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reimbursement
of previously allocated Collateral Support Deficits or Trust Advisor Expenses with respect to such REMIC II Regular Interest.


 


(f)          Any
amounts remaining in the Distribution Account with respect to REMIC II on any Distribution Date after the foregoing distributions
shall be distributed to the Holders of the Class R Certificates with respect to the REMIC II Residual Interest.


 


Section 6.5     REMIC
III.


 


(a)          On
each Distribution Date, following any allocations of Trust Advisor Expenses on such Distribution Date pursuant to Section 6.11,
the Certificate Administrator shall withdraw from the Distribution Account an amount equal to the Available Distribution Amount
and shall distribute such amount (other than the amount attributable to any Excess Liquidation Proceeds, which shall be distributed
in accordance with Section 6.5(b), and any Excess Interest, which shall be distributed in accordance with Section 6.5(d)),
in the following amounts and order of priority:


 


(i)           to
make payments to the Holders of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class X-D, Class
X-F, Class X-G, Class X-H and Class X-J Certificates, in an amount up to all Distributable Certificate Interest with respect to
such Classes of Certificates for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest
payable to each such Class;


 


(ii)          to
make payments to the Holders of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, in reduction of the
respective Aggregate Certificate Balances thereof, in an amount up to the remaining Principal Distribution Amount for such Distribution
Date: first, to the Holders of the Class A-SB Certificates, the Principal Distribution Amount for such Distribution Date,
until the Aggregate Certificate Balance thereof has been reduced to the Planned Principal Balance for such Distribution Date, second,
to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any
prior distributions thereof hereunder), until the Aggregate Certificate Balance thereof is reduced to zero, third, upon
payment in full of the Aggregate Certificate Balance of the Class A-1 Certificates, to the Holders of the Class A-2 Certificates,
the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate
Certificate Balance of the Class A-2 Certificates has been reduced to zero, fourth, upon payment in full of the Aggregate
Certificate Balance of the Class A-2 Certificates, to the Holders of the Class A-3 Certificates, the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the
Class A-3 Certificates has been reduced to zero, fifth, upon payment in full of the Aggregate Certificate Balance of the
Class A-3 Certificates, to the Holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date
(reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-4 Certificates has
been reduced to zero, and sixth, upon payment in full of the Aggregate Certificate Balance of the Class A-4 Certificates,
to the Holders of the Class A-SB Certificates, the Principal Distribution Amount for such Distribution


 



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Date
(reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-SB Certificates
has been reduced to zero;


 


(iii)         to
make payments to the Holders of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, first, up to
an amount equal to, and pro rata in proportion to, their respective entitlements to reimbursement described in this clause
first, to reimburse any unreimbursed Collateral Support Deficits previously allocated thereto and not previously fully reimbursed,
and second, up to an amount equal to, and pro rata in proportion to, their respective entitlements to payment described
in this clause second, of any unpaid interest at the applicable Pass-Through Rate on unreimbursed Collateral
Support Deficits previously allocated to each such Class, in each case from the date allocated;


 


(iv)         to
make payments to the Holders of the Class A-S Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(v)          upon
payment in full of the Aggregate Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates,
to make payments to the Holders of the Class A-S Certificates, in reduction of the Aggregate Certificate Balance thereof, in an
amount up to the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder),
until the Aggregate Certificate Balance of the Class A-S Certificates has been reduced to zero;


 


(vi)         to
make payments to the Holders of the Class A-S Certificates, first, to reimburse any unreimbursed Collateral Support Deficits
previously allocated thereto and not previously fully reimbursed, and second, of any unpaid
interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(vii)        to
make payments to the Holders of the Class B Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(viii)       upon
payment in full of the Aggregate Certificate Balance of the Class A-S Certificates, to make payments to the Holders of the Class
B Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class B Certificates has been reduced to zero;


 


(ix)          to
make payments to the Holders of the Class B Certificates, first, to reimburse any unreimbursed Collateral Support Deficits
previously allocated thereto and not previously fully reimbursed, and second, of any unpaid
interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(x)           to
make payments to the Holders of the Class C Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 



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(xi)          upon
payment in full of the Aggregate Certificate Balance of the Class B Certificates, to make payments to the Holders of the Class
C Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class C Certificates has been reduced to zero;


 


(xii)         to
make payments to the Holders of the Class C Certificates, first, to reimburse any unreimbursed Collateral Support Deficits
previously allocated thereto and not previously fully reimbursed, and second, of any unpaid
interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xiii)        to
make payments to the Holders of the Class D Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(xiv)        upon
payment in full of the Aggregate Certificate Balance of the Class C Certificates, to make payments to the Holders of the Class
D Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class D Certificates has been reduced to zero;


 


(xv)         to
make payments to the Holders of the Class D Certificates, first, to reimburse any unreimbursed Collateral
Support Deficits previously allocated thereto and not previously fully reimbursed, and second, of any
unpaid interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xvi)        to
make payments to the Holders of the Class E Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(xvii)      upon
payment in full of the Aggregate Certificate Balance of the Class D Certificates, to make payments to the Holders of the Class
E Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class E Certificates has been reduced to zero;


 


(xviii)      to
make payments to the Holders of the Class E Certificates, first, to reimburse any unreimbursed Collateral
Support Deficits previously allocated thereto and not previously fully reimbursed, and second, of any
unpaid interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xix)        to
make payments to the Holders of the Class F Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 



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(xx)         upon
payment in full of the Aggregate Certificate Balance of the Class E Certificates, to make payments to the Holders of the Class
F Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class F Certificates has been reduced to zero;


 


(xxi)        to
make payments to the Holders of the Class F Certificates, first, to reimburse any unreimbursed Collateral
Support Deficits previously allocated thereto and not previously fully reimbursed, and second, of any
unpaid interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xxii)       to
make payments to the Holders of the Class G Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(xxiii)      upon
payment in full of the Aggregate Certificate Balance of the Class F Certificates, to make payments to the Holders of the Class
G Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class G Certificates has been reduced to zero;


 


(xxiv)      to
make payments to the Holders of the Class G Certificates, first, to reimburse any unreimbursed Collateral
Support Deficits previously allocated thereto and not previously fully reimbursed, and second, of any
unpaid interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xxv)       to
make payments to the Holders of the Class H Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(xxvi)      upon
payment in full of the Aggregate Certificate Balance of the Class G Certificates, to make payments to the Holders of the Class
H Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class H Certificates has been reduced to zero;


 


(xxvii)     to
make payments to the Holders of the Class H Certificates, first, to reimburse any unreimbursed Collateral
Support Deficits previously allocated thereto and not previously fully reimbursed, and second, of any
unpaid interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xxviii)    to
make payments to the Holders of the Class J Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 



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(xxix)      upon
payment in full of the Aggregate Certificate Balance of the Class H Certificates, to make payments to the Holders of the Class
J Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class J Certificates has been reduced to zero;


 


(xxx)       to
make payments to the Holders of the Class J Certificates, first, to reimburse any unreimbursed Collateral
Support Deficits previously allocated thereto and not previously fully reimbursed, and second, of any
unpaid interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xxxi)      to
each Class of Principal Balance Certificates (other than any Class F Certificates or Class of Control Eligible Certificates) in
sequential order as specified in clauses (i) through (xviii) above, until all amounts of Trust Advisor Expenses (including
Excess Trust Advisor Expenses) previously allocated to such Classes of Certificates, whether as a reduction of interest or as a
reduction of the Aggregate Certificate Balance of such Class, but not previously reimbursed, have been reimbursed in full (it being
understood that previously allocated Trust Advisor Expenses are not reimbursable as part of the reimbursement of previously allocated
Collateral Support Deficits); and


 


(xxxii)     to
make payments to the Holders of the Class R Certificates, up to the amount of any remaining portion of Available Distribution Amount
on deposit in the Distribution Account.


 


Notwithstanding the foregoing,
on each Distribution Date occurring on or after the earliest date, if any, upon which the Aggregate Certificate Balance of all
Classes of Subordinate Certificates has been reduced to zero, or the aggregate Appraisal Reduction allocable to the Mortgage Loans
is greater than or equal to the Aggregate Certificate Balance of all Classes of Subordinate Certificates, distributions of principal
pursuant to clause (ii) of this Section 6.5(a) will be made to the Holders of the Class A-1, Class A-2, Class A-SB,
Class A-3 and Class A-4 Certificates, pro rata, based on the respective Aggregate Certificate Balances of such Classes of
Certificates, in reduction of the respective Aggregate Certificate Balances of such Classes of Certificates, in an amount up to
the Principal Distribution Amount for such Distribution Date, until the Aggregate Certificate Balance of each such Class is reduced
to zero.


 


All distributions of interest,
if any, made with respect to any Class of Class X Certificates on any Distribution Date, pursuant to this Section 6.5(a),
shall be made, and shall be deemed to have been made, in respect of the various Class X REMIC III Regular Interests that relate
to the subject Class of Class X Certificates, pro rata in accordance with the respective amounts of Distributable Interest
in respect of such Class X REMIC III Regular Interests for such Distribution Date.


 


(b)          On
each Distribution Date, the Certificate Administrator shall withdraw amounts in the Excess Liquidation Proceeds Reserve Account
and make payments in the following priority:


 



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(i)            first,
to reimburse the holders of the respective Classes of the REMIC III Regular Certificates (in the same order of priority that the
Available Distribution Amount would be applied for this purpose) for, and to the extent of, any Unpaid Interest then owing to such
Classes;


 


(ii)          second,
to reimburse the holders of the Principal Balance Certificates (in the same order of priority that the Available Distribution Amount
would be applied for this purpose) for, and to the extent of, any unreimbursed Collateral Support
Deficits previously allocated to them, together with interest on such Collateral Support
Deficits at the applicable Pass-Through Rate, in each case from the date of allocation; and


 


(iii)         third,
upon the reduction of the Aggregate Certificate Balance of the Principal Balance Certificates to zero, to pay any amounts remaining
on deposit in such account, to the Holders of the Class R Certificates.


 


(c)          On
each Distribution Date, following application of amounts on deposit in the Excess Liquidation Proceeds Reserve Account as provided
in Section 6.5(b), the Certificate Administrator shall withdraw any amounts on deposit in the TA Unused Fees Account and
shall apply such amounts as follows: first, to pay any current outstanding indemnification payments and other unreimbursed
expenses payable to the Trust Advisor pursuant to this Agreement; second, to reimburse the holders of Class A Senior Certificates
and the Class B, Class C, Class D and Class E Certificates to the extent of any Trust Advisor Expenses that were actually applied
to reduce the Distributable Certificate Interest of such Classes or the Aggregate Certificate Balance of such Classes, as applicable,
on any Distribution Date, which amounts will be allocated first as recoveries of principal of such Classes in the reverse order
in which the applicable Excess Trust Advisor Expenses were allocated to reduce the respective Aggregate Certificate Balances of
such Classes and then as recoveries of interest shortfalls on such Classes (other than the Class A-1, Class A-2, Class A-SB, Class
A-3, Class A-4 and Class A-S Certificates) in the reverse order in which the applicable Trust Advisor Expenses were allocated to
reduce Distributable Certificate Interest on such Classes; third, if such Distribution Date coincides with or follows the
earlier of (x) the final Distribution Date and (y) the date that the Aggregate Certificate Balance of the Principal Balance Certificates,
other than the Class F Certificates and the Control Eligible Certificates, has been reduced to zero, to reimburse the holders of
the Class A Senior Certificates and the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates
(in the same order of priority that the Available Distribution Amount would be applied for this purpose) for, and to the extent
of, any unreimbursed Collateral Support Deficits previously allocated to such Classes, together with interest on such Collateral
Support Deficits at the applicable Pass-Through Rate, in each case from the date of allocation; fourth, if such Distribution
Date coincides with or follows the earlier of (x) the final Distribution Date and (y) the date that the Aggregate Certificate Balance
of the Principal Balance Certificates, other than the Class F Certificates and the Control Eligible Certificates, has been reduced
to zero, to reimburse the Class A Senior Certificates and the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J and Class X Certificates (in the same order of priority that the Available Distribution Amount would be applied
for this purpose) for, and to the extent of, any Unpaid Interest due and owing to such Classes; and fifth, upon the reduction
of the Aggregate Certificate Balance of the Principal Balance Certificates to zero, to pay any amounts remaining on deposit in
such account, to the Holders of the Class R Certificates.


 



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(d)          On
each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Sub-account any Excess Interest on
deposit therein, and the Certificate Administrator shall pay such Excess Interest on such Distribution Date to the Holders of the
Class V Certificates.


 


Section 6.6     Allocation
of Collateral Support Deficits.


 


(a)          REMIC
I. On each Distribution Date, following the deemed distributions with respect to the REMIC I Regular Interests on such Distribution
Date pursuant to Section 6.3, the Collateral Support Deficits, if any, with respect
to each REMIC I Regular Interest on such Distribution Date will be allocated to such REMIC I Regular Interest in reduction of the
REMIC I Principal Amount of such REMIC I Regular Interest.


 


(b)          REMIC
II. On each Distribution Date, following the deemed distributions with respect to the REMIC II Regular Interests on such Distribution
Date pursuant to Section 6.4, any Collateral Support Deficits with respect to the
REMIC II Regular Interests on such Distribution Date will be allocated to the respective REMIC II Regular Interests as follows:


 


(i)            first,
to REMIC II Regular Interest J, REMIC II Regular Interest H, REMIC II Regular Interest G, REMIC II Regular Interest F, REMIC II
Regular Interest E, REMIC II Regular Interest D, REMIC II Regular Interest C, REMIC II Regular Interest B and REMIC II Regular
Interest A-S, in that order, in each case in reduction of the REMIC II Principal Amount of the subject REMIC II Regular Interest
until such REMIC II Principal Amount is reduced to zero; and


 


(ii)          then,
to REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-SB, REMIC II Regular Interest A-3
and REMIC II Regular Interest A-4, on a pro rata basis in accordance with, and in reduction of, the respective REMIC II
Principal Amounts of such REMIC II Regular Interests until such REMIC II Principal Amounts are reduced to zero.


 


(c)           REMIC
III. On each Distribution Date, following the distributions with respect to the Principal Balance Certificates on such Distribution
Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the
Principal Balance Certificates on such Distribution Date will be allocated to the respective Classes of Principal Balance Certificates
as follows:


 


(i)            first,
to the Class J Certificates, the Class H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates,
the Class D Certificates, the Class C Certificates, the Class B Certificates and the Class A-S Certificates, in that order, in
each case in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such Aggregate
Certificate Balance is reduced to zero; and


 


(ii)          second,
to the Class A-1 Certificates, the Class A-2 Certificates, Class A-SB Certificates, Class A-3 Certificates and Class A-4 Certificates,
on a pro rata basis in accordance with, and in reduction of, the respective Aggregate Certificate Balances of


 



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such
Classes of Principal Balance Certificates until such Aggregate Certificate Balances are reduced to zero.


 


Section 6.7     Prepayment
Interest Shortfalls and Net Aggregate Prepayment Interest Shortfalls. On each Distribution Date, the portion of any Net Aggregate
Prepayment Interest Shortfall for such Distribution Date allocable to any Principal Prepayment of any Mortgage Loan during the
related Collection Period shall be allocated to the Corresponding REMIC I Regular Interest to reduce the Distributable Interest
for such REMIC I Regular Interest in accordance with the definition of “Distributable Interest”. On each Distribution
Date, the amount of any Net Aggregate Prepayment Interest Shortfall for such Distribution Date shall be allocated among the respective
REMIC II Regular Interests, pro rata in proportion to the Accrued Interest for each REMIC II Regular Interest for such
Distribution Date and shall reduce Distributable Interest for each REMIC II Regular Interest in accordance with the definition
of “Distributable Interest”. On each Distribution Date, the amount of any Net Aggregate Prepayment Interest Shortfall
for such Distribution Date shall be allocated among the respective Classes of the REMIC III Regular Certificates, pro rata
in proportion to the amount of Accrued Certificate Interest payable to each such Class of REMIC III Regular Certificates for
such Distribution Date and shall reduce the Distributable Certificate Interest for each such Class of REMIC III Regular Certificates
for such Distribution Date in accordance with the definition of “Distributable Certificate Interest”. On each Distribution
Date, the portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution Date allocable to a Class of Class
X Certificates shall, in turn, be allocated to the respective Class X REMIC III Regular Interests related to such Class, pro
rata in proportion to the Accrued Interest with respect to each Class X REMIC III Regular Interest for such Distribution Date
and shall reduce the Distributable Interest for each Class X REMIC III Regular Interest for such Distributable Date in accordance
with the definition of “Distributable Interest”. No Prepayment Interest Shortfall with respect to a Serviced Companion
Loan or a Serviced B Note shall be allocated to any Class of Certificates.


 


Section 6.8     Adjustment
of Master Servicing Fees. The Master Servicing Fee payable to the Master Servicer shall be adjusted as provided in Section
5.2(a)(I)(iv) herein. Any amount retained by REMIC I as a result of a reduction of the Master Servicing Fee shall be treated
as interest collected with respect to the prepaid Mortgage Loans with respect to which the Master Servicing Fee adjustment occurs.
The Master Servicer shall deposit in the Distribution Account prior to each Distribution Date any Compensating Interest for such
Distribution Date not covered by the foregoing adjustment to Master Servicing Fees.


 


Section 6.9     Appraisal
Reductions. If an Appraisal Event occurs, the Special Servicer shall obtain (and shall use reasonable efforts to obtain within
sixty (60) days of such Appraisal Event) (A) an Appraisal of the Mortgaged Property securing the related Mortgage Loan (other
than any Non-Serviced Mortgage Loan), Loan Pair or A/B Whole Loan, if the Stated Principal Balance of such Mortgage Loan, Loan
Pair or A/B Whole Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Stated Principal Balance is less
than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards or
an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal or internal valuation within
the immediately prior nine (9) months, the Special Servicer may rely on such Appraisal or internal valuation and shall have no
duty to prepare a new Appraisal or internal valuation, unless the Special Servicer is aware of any material change


 



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to the
related Mortgaged Property, its earnings potential or risk characteristics, or marketability, or market conditions that have occurred
that would affect the validity of the appraisal or valuation; and provided, further, that an updated Appraisal
shall not be required with respect to any Mortgage Loan, A/B Whole Loan or Loan Pair, as applicable, and an Appraisal Reduction
will not be required, so long as a debt service reserve, letter of credit, guaranty or surety bond is available and has the ability
to pay off the then Unpaid Principal Balance of the subject Mortgage Loan, A/B Whole Loan or Loan Pair in full except to the extent
that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the best interests
of the Certificateholders. The Special Servicer shall update such Appraisal or valuation in accordance with the definition of
“market value” as set forth in 12 C.F.R. § 225.62 at least annually, and shall use reasonable efforts to do so
within thirty (30) days of each annual anniversary of the related Appraisal Event, to the extent such Mortgage Loan remains a
Required Appraisal Loan. The cost of any such Appraisal or valuation, if not performed by the Special Servicer, shall be an expense
of the Trust (and any related Serviced B Note) and may be paid from REO Income or, to the extent collections from such related
Mortgage Loan, Serviced B Note, Loan Pair or Mortgaged Property does not cover the expense, such unpaid expense shall be, subject
to Section 4.4 hereof, advanced by the Master Servicer at the request of the Special Servicer or by the Special Servicer
pursuant to Section 4.2 in which event it shall be treated as a Servicing Advance. The Special Servicer, based on the Appraisal
or internal valuation prepared or obtained by the Special Servicer and receipt of information requested by the Special Servicer
from the Master Servicer pursuant to this Section 6.9, shall calculate any Appraisal Reduction and promptly report such
amount to the Master Servicer, the Trustee, the Certificate Administrator, the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate
the Appraisal Reduction for any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced B Note and Loan Pair based
on updated Appraisals or internal valuations prepared or obtained from time to time by the Special Servicer and report such amount
to the Master Servicer, the Trustee, the Certificate Administrator, the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period) and the Trust Advisor annually. The Master Servicer shall provide the Special
Servicer with information (via electronic delivery) in its possession that is required to calculate or recalculate any Appraisal
Reduction pursuant to the definition thereof, using reasonable efforts to deliver such information within four (4) Business Days
of the Special Servicer’s written request (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 provide such information to the Special Servicer in the manner and timing set forth in this sentence. The Master
Servicer shall not calculate Appraisal Reductions.


 


On each and every day following
the Closing Date, the then Aggregate Certificate Balance of each Class of the Principal Balance Certificates shall be notionally
reduced (for purposes of determining the identity of the Controlling Class, whether a Subordinate Control Period, a Collective
Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent contemplated by the definition
of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates)
to the extent of the then existing Appraisal Reduction(s) (without giving effect to, and exclusive of, any Appraisal


 



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Reduction
calculated pursuant to the last sentence of the definition of “Appraisal Reduction” (other than the proviso contained
in such sentence)) allocable to such Class. The aggregate Appraisal Reduction in respect of or allocable to the Mortgage Loans
as of any date of determination shall be applied (solely for purposes of determining the identity of the Controlling Class, whether
a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to
the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective
Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes
of Principal Balance Certificates in the following order of priority: first, to the Class J Certificates; second,
to the Class H Certificates; third, to the Class G Certificates; fourth, to the Class F Certificates; fifth,
to the Class E Certificates; sixth, to the Class D Certificates; seventh, to the Class C Certificates; eighth,
to the Class B Certificates; ninth, to the Class A-S Certificates; and finally, pro rata to the (i)
Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-SB Certificates, (iv) Class A-3 Certificates and (v) Class
A-4 Certificates based on their respective Aggregate Certificate Balances (provided in each case that no Aggregate Certificate
Balance in respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated
for the purposes of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall
be determined on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date
of determination, then such Appraisal Reduction or applicable portion thereof shall no longer thereafter be applied in accordance
with the foregoing two (2) sentences to notionally reduce the Aggregate Certificate Balance of any Class of Principal Balance
Certificates, and (consistent with the foregoing) the Aggregate Certificate Balances of the applicable Classes of Principal Balance
Certificates shall be notionally restored to the extent such Appraisal Reduction or portion thereof ceases to exist.


 


Any Appraisal Reduction with
respect to an A/B Whole Loan shall be allocated to notionally reduce the outstanding principal balance of the related Serviced
B Note prior to any allocation to the related A Note.


 


Any Appraisal Reduction with
respect to a Loan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on a pro
rata basis by Unpaid Principal Balance.


 


The Master Servicer shall
deliver to the Special Servicer notice of the occurrence of an Appraisal Event promptly following the Master Servicer’s knowledge
of the occurrence thereof, and the Special Servicer shall deliver to the Master Servicer notice of the occurrence of an Appraisal
Event promptly following the Special Servicer’s knowledge of the occurrence thereof. With respect to any Loan Pair, the Master
Servicer shall deliver to any related Other Master Servicer, Other Special Servicer and Other Trustee (i) notice of the occurrence
of any Appraisal Event in respect of such Loan Pair promptly following its knowledge, or receipt of notice from the Special Servicer,
of the occurrence thereof and (ii) a statement of any Appraisal Reduction in respect of such Loan Pair promptly following its receipt
from the Special Servicer of the calculation or recalculation thereof.


 


The Holders of the majority
(based on Certificate Balance) of any Class of Control Eligible Certificates the Aggregate Certificate Balance of which has been
reduced to less


 



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than
25% of the initial Aggregate Certificate Balance thereof as a result of an allocation of Appraisal Reductions in respect of such
Class (such Class, an “Appraised-Out Class”) shall have the right, at their sole expense, to present to the
Special Servicer a second (2nd) Appraisal of the Mortgaged Property securing any Required Appraisal Loan (other than
any Non-Serviced Mortgage Loan) (such holders, the “Requesting Holders”) prepared by an Independent MAI appraiser
on an “as-is” basis and acceptable to the Special Servicer in accordance with the Servicing Standard. Upon receipt
of such second (2nd) Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether,
based on its assessment of such second (2nd) Appraisal, any recalculation of the applicable Appraisal Reduction is
warranted and, if so warranted, shall recalculate such Appraisal Reduction based upon such second (2nd) Appraisal.
Any Appraised-Out Class(es) (together with any other Classes of Control Eligible Certificates affected by such Appraisal Reduction)
shall have the related Aggregate Certificate Balance(s) notionally restored to the extent required by such recalculation of the
Appraisal Reduction, and there will be a redetermination of whether a Subordinate Control Period, a Collective Consultation Period
or a Senior Consultation Period is then in effect, as applicable. The right of any Appraised-Out Class to present a second (2nd)
Appraisal in connection with any Required Appraisal Loan is limited to one Appraisal with respect to each Mortgaged Property relating
to such Required Appraisal Loan.


 


In addition, if subsequent
to a Class of Control Eligible Certificates becoming an Appraised-Out Class there is a material change with respect to any of the
Mortgaged Properties related to the Appraisal Reduction that caused such Class to become an Appraised-Out Class, the applicable
Requesting Holders shall have the right (except in the case of a Non-Serviced Mortgage Loan), at their sole expense, to present
to the Special Servicer an additional Appraisal prepared by an Independent MAI appraiser on an “as-is” basis and acceptable
to the Special Servicer in accordance with the Servicing Standard. Subject to the Special Servicer’s confirmation, determined
in accordance with the Servicing Standard, that there has been a change with respect to the related Mortgaged Property and such
change was material, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment
of such additional Appraisal, any recalculation of the applicable Appraisal Reduction is warranted and, if so warranted, shall
recalculate such Appraisal Reduction based upon such additional Appraisal. Any Appraised-Out Class(es) (together with any other
Classes of Control Eligible Certificates affected by such Appraisal Reduction) shall have the related Aggregate Certificate Balance(s)
notionally restored to the extent required by such recalculation of the Appraisal Reduction, and there shall be a redetermination
of whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect, as
applicable. With respect to each Class of Control Eligible Certificates, the right to present the Special Servicer with additional
Appraisals as provided in this paragraph is limited to no more frequently than once in any 12-month period.


 


Appraisals that are permitted
to be presented by any Appraised-Out Class will be in addition to any Appraisals that the Special Servicer may otherwise be required
to obtain in accordance with the Servicing Standard upon the occurrence of such material change or that the Special Servicer is
otherwise required or permitted to order under this Agreement without regard to any appraisal requests made by any Requesting Holder.


 



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Any Appraised-Out Class shall
not be entitled to exercise any rights of the Controlling Class until such time, if any, as such Class is reinstated as the Controlling
Class; and the rights of the Controlling Class will be exercised by the Holders of the next most senior Class of Control Eligible
Certificates that is not an Appraised-Out Class, if any.


 


Copies of all Appraisals
and other Third Party Reports obtained pursuant to this Agreement by the Special Servicer or the Master Servicer with respect to
any Mortgaged Property shall be delivered (in electronic format or hard copy) to the other such servicer and to the Trustee, the
Certificate Administrator (in electronic format), the 17g-5 Information Provider (in electronic format) and the Trust Advisor.


 


Section 6.10     Prepayment
Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a Serviced B Note or Serviced Companion
Loan, which Prepayment Premium is payable to the holder of the related Serviced B Note or the related Serviced Companion Loan,
as applicable) during any particular Collection Period shall be distributed by the Certificate Administrator on the following
Distribution Date as follows:


 


(i)          The
respective Classes of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D and Class
E Certificates then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date will
be entitled to, and the Certificate Administrator on behalf of the Trustee will pay to such Classes, an amount equal to, in the
case of each such Class, the product of (A) a fraction, the numerator of which is the amount distributed as principal to that Class
on that Distribution Date, and the denominator of which is the total amount distributed as principal to the Holders of all the
Principal Balance Certificates (other than the Class F Certificates and the Control Eligible Certificates) on that Distribution
Date, multiplied by (B) the Base Interest Fraction for the related Principal Prepayment and that Class, multiplied by (C) the amount
of the Prepayment Premium collected in respect of such Principal Prepayment during the related Collection Period.


 


(ii)        Any
portion of any such Prepayment Premium that is not so distributed to any of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class B, Class C, Class D or Class E Certificates in accordance with the immediately preceding clause (i) distributed
(the applicable “Class X YM Distribution Amount”) will be distributed to the Holders of the respective Classes
of the Class X-A, Class X-B and Class X-D Certificates as follows: first, to the Holders of the Class X-A Certificates in
an amount equal to the product of (A) a fraction, the numerator of which is the total amount distributed as principal with respect
to the Class A Senior Certificates on the applicable Distribution Date, and the denominator of which is the total amount distributed
as principal with respect to all Classes of Principal Balance Certificates on the applicable Distribution Date, multiplied by (B)
the applicable Class X YM Distribution Amount; second, to the Holders of the Class X-B Certificates in an amount equal to
the product of (A) a fraction, the numerator of which is the total amount distributed as principal with respect to the Class A-S
and Class B Certificates on the applicable Distribution Date, and the denominator of which is the total amount distributed as principal
with respect to all Classes of Principal Balance Certificates on the applicable Distribution Date, multiplied by (B) the applicable
Class X YM Distribution Amount; and then, to the Holders of the Class X-D Certificates in an amount equal to the applicable
Class X YM Distribution Amount minus any


 



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distributions
to the Holders of the Class X-A and Class X-B Certificates pursuant to the foregoing clauses.


 


Notwithstanding any of the
foregoing to the contrary, if at any time the Aggregate Certificate Balance of the Principal Balance Certificates (other than the
Class F Certificates and the Control Eligible Certificates) has been reduced to zero as a result of the allocation of principal
payments on the Mortgage Loans, any Prepayment Premium collected with respect to a Mortgage Loan (but not a Serviced B Note or
Serviced Companion Loan, which Prepayment Premium is payable to the holder of the related Serviced B Note or the related Serviced
Companion Loan, as applicable pursuant to the terms of the related Intercreditor Agreement) during any particular Collection Period
shall be distributed by the Certificate Administrator on the related Distribution Date as follows:


 


(x)         The
respective Classes of the Class F, Class G, Class H and Class J Certificates then entitled to distributions of principal from the
Principal Distribution Amount for such Distribution Date will be entitled to, and the Certificate Administrator on behalf of the
Trustee shall pay to such Classes, an amount equal to, in the case of each such Class, the product of (A) a fraction, the numerator
of which is the amount distributed as principal to that Class on that Distribution Date, and the denominator of which is the total
amount distributed as principal to the Holders of the Class F, Class G, Class H and Class J Certificates on that Distribution Date,
multiplied by (B) the Base Interest Fraction for the related Principal Prepayment and that Class, multiplied by (C) the amount
of the Prepayment Premium collected in respect of such Principal Prepayment during the related Collection Period; and


 


(y)         Any
portion of any such Prepayment Premium that is not so distributed to Holders of the Class F, Class G, Class H and/or Class J Certificates
in accordance with the immediately preceding clause (x) (the applicable “Class X YM Subordinate Distribution Amount”)
shall be distributed to the Holders of the Class X-F, Class X-G, Class X-H and Class X-J Certificates as follows: first,
to the Holders of the Class X-F Certificates in an amount equal to the product of (A) a fraction, the numerator of which is the
total amount distributed as principal with respect to the Class F Certificates on the applicable Distribution Date, and the denominator
of which is the total amount distributed as principal with respect to all Classes of the Class F, Class G, Class H and Class J
Certificates on the applicable Distribution Date, multiplied by (B) the applicable Class X YM Subordinate Distribution Amount;
second, to the Holders of the Class X-G Certificates in an amount equal to the product of (A) a fraction, the numerator
of which is the total amount distributed as principal with respect to the Class G Certificates on the applicable Distribution Date,
and the denominator of which is the total amount distributed as principal with respect to all Classes of the Class F, Class G,
Class H and Class J Certificates on the applicable Distribution Date, multiplied by (B) the applicable Class X YM Subordinate Distribution
Amount; third, to the Holders of the Class X-H Certificates in an amount equal to the product of (A) a fraction, the numerator
of which is the total amount distributed as principal with respect to the Class H Certificates on the applicable Distribution Date,
and the denominator of which is the total amount distributed as principal with respect to all Classes of the Class F, Class G,
Class H and Class J Certificates on the applicable Distribution Date, multiplied by (B) the applicable Class X YM Subordinate Distribution
Amount; and then, to the Holders of the Class X-J Certificates in an amount equal to the applicable Class X YM


 



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Subordinate
Distribution Amount minus any distributions to the Holders of the Class X-F, Class X-G and Class X-H Certificates pursuant to
the foregoing clauses.


 


All distributions of Prepayment
Premiums, if any, made with respect to a Class of Class X Certificates on any Distribution Date, pursuant to this Section 6.10,
shall be made, and shall be deemed to have been made, in respect of the various Class X REMIC III Regular Interests that relate
to the subject Class of Class X Certificates, pro rata in accordance with the respective amounts by which the Notional Amounts
of such Class X REMIC III Regular Interests declined on such Distribution Date.


 


Section 6.11     Allocation
of Trust Advisor Expenses.


 


(a)          On
each Distribution Date, immediately prior to the distributions to be made to the Certificateholders for such Distribution Date
pursuant to Section 6.5(a), the Certificate Administrator shall allocate Trust Advisor Expenses to reduce the Distributable
Certificate Interest for such Distribution Date for the Class E Certificates, Class D Certificates, Class C Certificates and Class
B Certificates, in that order, in each case, until the Distributable Certificate Interest of such Class for such Distribution Date
has been reduced to zero. Trust Advisor Expenses shall not be allocated to reduce interest distributable to the Class A Senior
Certificates, the Class A-S Certificates, the Class X Certificates, the Class V Certificates (with respect to Excess Interest),
the Class F Certificates, the Control Eligible Certificates or any Serviced B Note or Serviced Companion Loan.


 


To the extent that the amount
of Trust Advisor Expenses payable with respect to any Distribution Date is greater than the aggregate amount of Distributable Certificate
Interest otherwise distributable on the Class B, Class C, Class D and Class E Certificates for such Distribution Date, the resulting
Excess Trust Advisor Expenses shall reduce the Principal Distribution Amount for such Distribution Date otherwise allocable to
the Principal Balance Certificates that are not Class F Certificates or Control Eligible Certificates. In addition, such Excess
Trust Advisor Expenses shall be allocated to reduce the Aggregate Certificate Balances of the respective Classes of Principal Balance
Certificates that are not Class F Certificates or Control Eligible Certificates up to the aggregate amount of such reduction of
the Principal Distribution Amount in the following order: first, to the Class E Certificates, until the remaining Aggregate
Certificate Balance of such Class of Certificates has been reduced to zero, second, to the Class D Certificates, until the
remaining Aggregate Certificate Balance of such Class of Certificates has been reduced to zero, third, to the Class C Certificates
until the Certificate Balance of such Class of Certificates has been reduced to zero, fourth, to the Class B Certificates
until the Certificate Balance of such Class of Certificates has been reduced to zero, fifth, to the Class A-S Certificates
until the Certificate Balance of such Class of Certificates has been reduced to zero; and then, among the respective Classes
of Class A Senior Certificates, pro rata (based upon their respective Aggregate Certificate Balances), until the remaining
Aggregate Certificate Balances of the Class A Senior Certificates have been reduced to zero.


 


Any Trust Advisor Expenses
(including Excess Trust Advisor Expenses) allocated to a Class of Certificates shall be allocated among the respective Certificates
of such Class in proportion to the Percentage Interests evidenced by such Certificates. Any Trust Advisor Expenses remaining unreimbursed
after the allocations set forth in the preceding


 



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paragraphs
shall remain unreimbursed until the next Distribution Date that such applicable amounts are available. In no event shall any Trust
Advisor Expenses (including Excess Trust Advisor Expenses) reduce or delay any principal or interest payable in respect of the
Class V Certificates (with respect to Excess Interest), the Class F Certificates or the Control Eligible Certificates.


 


(b)          On
any Distribution Date, the amount reimbursable to the Trust Advisor in respect of Trust Advisor Expenses for such Distribution
Date shall not exceed the sum of (i) the portion of the Principal Distribution Amount for such Distribution Date otherwise distributable
to the Principal Balance Certificates that are not Class F Certificates or Control Eligible Certificates and (ii) the aggregate
amount of Distributable Certificate Interest (for such purposes, calculated without regard to any reductions therein as a result
of Trust Advisor Expenses for such Distribution Date) that would otherwise be distributable to the Class B, Class C, Class D and
Class E Certificates for such Distribution Date. Any amount of Trust Advisor Expenses that are not reimbursed on a Distribution
Date shall be payable on the next Distribution Date to the extent funds are sufficient, in accordance with this Section 6.11(b),
to make such payments.


 


(c)          To
the extent any Actual Recoveries of Trust Advisor Expenses are received during any Collection Period, such amounts shall be allocated
first, as an increase in the Aggregate Certificate Balance of each applicable Class of Principal Balance Certificates in the reverse
order in which the Excess Trust Advisor Expenses were allocated in reduction of the Aggregate Certificate Balance of the Class
A Senior Certificates, the Class A-S Certificates, the Class B Certificates, the Class C Certificates, Class D Certificates and/or
the Class E Certificates pursuant to Section 6.11(a), with a corresponding increase in the Principal Distribution Amount
for the related Distribution Date in the aggregate amount of such increases to such Aggregate Certificate Balances and then,
as an increase in the Distributable Certificate Interest for the related Distribution Date in respect of the Class B, Class C,
Class D and Class E Certificates, in that order, in each case, up to an amount equal to the aggregate reduction of the subject
Class’s Distributable Certificate Interest for all prior Distribution Dates (including as payment to a more senior Class
of Certificates in respect of interest shortfalls created by previously allocated Trust Advisor Expenses), to the extent not previously
reimbursed.


 


On each Distribution
Date, if and to the extent that Trust Advisor Expenses have been allocated to the Class B Certificates on any prior
Distribution Date in reduction of the Distributable Certificate Interest for such Class of Certificates, and such reductions
in Distributable Certificate Interest for such Class of Certificates have not been previously reimbursed, then the Class B
Certificates will be entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class B
Certificates for such Distribution Date (with a corresponding increase in the Distributable Certificate Interest with respect
to the Class B Certificates for such Distribution Date): first, out of amounts otherwise distributable as interest to
the Holders of the Class E Certificates for such Distribution Date, up to (and with a corresponding reduction in) the
Distributable Certificate Interest with respect to the Class E Certificates for such Distribution Date (calculated for
purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate
Interest”); second, out of amounts otherwise distributable as interest to the Class D Certificates for such
Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the
Class D Certificates for such Distribution Date (calculated for purposes of this paragraph without



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regard
to clause (A)(3) of the definition of “Distributable Certificate Interest”); and third, out of amounts
otherwise distributable as interest to the Class C Certificates for such Distribution Date, up to (and with a corresponding reduction
in) the Distributable Certificate Interest with respect to the Class C Certificates for such Distribution Date (calculated for
purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”).


 


On each Distribution Date,
if and to the extent that Trust Advisor Expenses have been allocated to the Class C Certificates on any prior Distribution Date
in reduction of the Distributable Certificate Interest for such Class of Certificates, and such reductions in Distributable Certificate
Interest for such Class of Certificates have not been previously reimbursed, then the Class C Certificates will be entitled to
reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class C Certificates for such Distribution Date
(with a corresponding increase in the Distributable Certificate Interest with respect to the Class C Certificates for such Distribution
Date): first, out of amounts otherwise distributable as interest to the Holders of the Class E Certificates for such Distribution
Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class E Certificates
for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition
of “Distributable Certificate Interest”), reduced by any reimbursement made on such Distribution Date to the Class
B Certificates pursuant to the prior paragraph out of amounts otherwise distributable as interest to the Holders of the Class E
Certificates; and second, out of amounts otherwise distributable as interest to the Class D Certificates for such Distribution
Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class D Certificates
for such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition
of “Distributable Certificate Interest”), reduced by any reimbursement made on such Distribution Date to the Class
B Certificates pursuant to the prior paragraph out of amounts otherwise distributable as interest to the Holders of the Class D
Certificates.


 


On each Distribution Date,
if and to the extent that Trust Advisor Expenses have been allocated to the Class D Certificates on any prior Distribution Date
in reduction of the Distributable Certificate Interest for such Class of Certificates, and such reductions in Distributable Certificate
Interest for such Class of Certificates have not been previously reimbursed, then the Class D Certificates will be entitled to
reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class D Certificates for such Distribution Date
(with a corresponding increase in the Distributable Certificate Interest with respect to the Class D Certificates for such Distribution
Date) out of amounts otherwise distributable as interest to the Holders of the Class E Certificates for such Distribution Date,
up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class E Certificates for
such Distribution Date (calculated for purposes of this paragraph without regard to clause (A)(3) of the definition of “Distributable
Certificate Interest”), reduced by any reimbursement made on such Distribution Date to the Class B or Class C Certificates
pursuant to the prior two paragraphs out of amounts otherwise distributable as interest to the Holders of the Class E Certificates.


 


Any reimbursement made out
of amounts otherwise distributable as interest to the Class C, Class D or Class E Certificates on any Distribution Date pursuant
to any of the prior three (3) paragraphs, shall be deemed an allocation to such Class of the Trust Advisor Expenses being reimbursed
to the Holders of a more senior Class of Certificates.


 



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(d)          On
each Distribution Date, if any Trust Advisor Expense is allocated to the Class B, Class C, Class D or Class E Certificates in reduction
of the Distributable Certificate Interest of such Class of Certificates for such Distribution Date, then such Trust Advisor Expense
will be deemed allocated to the Corresponding REMIC II Regular Interest in reduction of the Distributable Interest of such Corresponding
REMIC II Regular Interest for such Distribution Date. In addition, on each Distribution Date, if any Excess Trust Advisor Expense
is allocated to the Class A Senior Certificates, the Class A-S Certificates, the Class B Certificates, the Class C Certificates,
the Class D Certificates or the Class E Certificates in reduction of the Aggregate Certificate Balance of such Class of Certificates,
then such Excess Trust Advisor Expense will be deemed allocated to the Corresponding REMIC II Regular Interest in reduction of
the REMIC II Principal Amount of such Corresponding REMIC II Regular Interest.


 


(e)          For
the avoidance of doubt and notwithstanding anything to the contrary contained herein, each of the parties hereto acknowledges and
agrees (and each Certificateholder, by its acceptance of such Certificate, is deemed to acknowledge and agree) that all calculations
to be made hereunder in respect of the entitlement of the Class F Certificates and the Control Eligible Certificates to receive
interest, principal and other amounts (including P&I Advances in respect to such Certificates) shall be made such that (i)
the Class F Certificates and the Control Eligible Certificates shall be paid the amounts to which they are entitled on each Distribution
Date as if no Trust Advisor Expenses had been incurred, reimbursed or reimbursable, and (ii) in no event shall any Trust Advisor
Expenses reduce or delay in any manner any principal, interest or other amounts (including P&I Advances) payable or reimbursable
to the Class F Certificates and the Control Eligible Certificates.


 


ARTICLE
VII

CONCERNING THE TRUSTEE, THE CUSTODIAN AND THE CERTIFICATE ADMINISTRATOR


 


Section 7.1     Duties
of the Trustee, the Custodian and the Certificate Administrator.


 


(a)          The
Trustee, the Custodian and the Certificate Administrator each shall undertake to perform only those duties as are specifically
set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee, the
Custodian or the Certificate Administrator. Any permissive right of the Trustee, the Custodian or the Certificate Administrator
provided for in this Agreement shall not be construed as a duty or obligation of the Trustee, the Custodian or the Certificate
Administrator. The Trustee, the Custodian and the Certificate Administrator each shall exercise such of the rights and powers vested
in it by this Agreement and following the occurrence and during the continuation of any Servicer Termination Event or Trust Advisor
Termination Event hereunder, the Trustee, the Custodian and the Certificate Administrator each shall use the same degree of care
and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s
own affairs.


 


(b)          The
Trustee, the Custodian or the Certificate Administrator, as applicable, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or


 



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other
instruments furnished to the Trustee, the Custodian or the Certificate Administrator, as the case may be, which are specifically
required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on
their face to the requirements of this Agreement; provided that the Trustee, the Custodian or the Certificate Administrator,
as the case may be, shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Master Servicer or any other Person to it pursuant to this Agreement.
If any such instrument is found on its face not to conform to the requirements of this Agreement, the Trustee, the Custodian or
the Certificate Administrator shall request the providing party to correct the instrument and if not so corrected, the Certificate
Administrator shall inform the Certificateholders.


 


(c)          None
of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents
or Controlling Persons shall have any liability to the Trust or the Certificateholders arising out of or in connection with this
Agreement, except for their respective negligent failure to act or their own negligence, willful misconduct or bad faith. No provision
of this Agreement shall be construed to relieve the Trustee, the Custodian, the Certificate Administrator or any of their respective
directors, officers, employees, agents or Controlling Persons from liability for their own negligent action, their own negligent
failure to act or their own willful misconduct or bad faith; provided that:


 


(i)          none
of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents
or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in its
reasonable business judgment and reasonably believed by it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement or, to the extent not expressly inconsistent with the other terms of this Agreement, at the direction
of Holders of Certificates evidencing not less than a majority of the Voting Rights of all the Certificates;


 


(ii)        no
provision of this Agreement shall require the Trustee, the Custodian or the Certificate Administrator 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 adequate indemnity against
such risk or liability is not reasonably assured to it;


 


(iii)       except
as specifically provided hereunder in connection with the performance of its specific duties, none of the Trustee, the Custodian,
the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall be
responsible for any act or omission of the Master Servicer, the Special Servicer, the Trust Advisor, the Depositor or any Seller,
or for the acts or omissions of each other, including, without limitation, in connection with actions taken pursuant to this Agreement;


 


(iv)        the
execution by the Trustee, the Custodian or the Certificate Administrator of any forms or plans of liquidation in connection with
any REMIC Pool shall not constitute a representation by the Trustee, the Custodian or the Certificate Administrator as to the adequacy
of such form or plan of liquidation;


 



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(v)          none
of the Trustee, the Custodian or the Certificate Administrator shall be under any obligation to appear in, prosecute or defend
any legal action which is not incidental to its duties as Trustee, the Custodian or the Certificate Administrator, as applicable
in accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the
Trust, and the Trustee, the Custodian and the Certificate Administrator shall be entitled to be reimbursed therefor from the Collection
Account pursuant to Section 5.2(a)(I)(vi); and


 


(vi)        none
of the Trustee, the Custodian or the Certificate Administrator shall be charged with knowledge of any failure by the Master Servicer,
the Special Servicer or the Trust Advisor or by each other to comply with its obligations under this Agreement or any act, failure,
or breach of any Person upon the occurrence of which the Trustee, the Custodian or the Certificate Administrator may be required
to act, unless a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, as the case may be, obtains
actual knowledge of such act, failure or breach, as applicable.


 


Section 7.2     Certain
Matters Affecting the Trustee, the Custodian and the Certificate Administrator.


 


(a)           Except
as otherwise provided in Section 7.1:


 


(i)          the
Trustee, the Custodian and the Certificate Administrator each may request, and may rely 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 believed by it to be genuine and to
have been signed or presented by the proper party or parties;


 


(ii)        the
Trustee, the Custodian and the Certificate Administrator each may consult with counsel and the advice of such counsel and 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 with such advice or opinion of counsel;


 


(iii)       the
Trustee, the Custodian and the Certificate Administrator shall not be under any obligation to exercise any remedies after default
as specified in this Agreement or to institute, conduct or defend any litigation hereunder or relating hereto or 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 (provided the same appears regular on its face), unless requested in writing
to do so by Holders of Certificates evidencing at least 25% of the Voting Rights of all the Certificates; provided that,
if the payment within a reasonable time to the Trustee, the Custodian or the Certificate Administrator, as applicable, of the costs,
expenses or liabilities likely to be incurred by it in connection with the foregoing is, in the opinion of such Person not reasonably
assured to such Person by the security afforded to it by the terms of this Agreement, such Person may require reasonable indemnity
against such expense or liability or payment of such estimated expenses as a condition to proceeding. The reasonable expenses of
the Trustee, the Custodian or the


 



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Certificate
Administrator, as applicable, shall be paid by the Certificateholders requesting such examination;


 


(iv)        the
Trustee, the Custodian and the Certificate Administrator each may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys, which agents or attorneys shall have any or all of the rights,
powers, duties and obligations of the Trustee, the Custodian and the Certificate Administrator conferred on them by such appointment;
provided that (i) each of the Trustee, the Custodian and the Certificate Administrator, as the case may be, shall continue
to be responsible for its duties and obligations hereunder as if it had not retained such agent or attorney and (ii) the Trustee,
the Custodian or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that
is a Prohibited Party without the consent of the Depositor acting in its sole discretion;


 


(v)          none
of the Trustee, the Custodian or the Certificate Administrator (in its capacity as such) shall be required to obtain a deficiency
judgment against a Mortgagor;


 


(vi)        none
of the Trustee, the Custodian or the Certificate Administrator shall be liable for any loss on any investment of funds pursuant
to this Agreement, except as expressly provided herein;


 


(vii)       unless
otherwise specifically required by law, none of the Trustee, the Custodian or the Certificate Administrator shall be required to
post any surety or bond of any kind in connection with the execution or performance of its duties hereunder;


 


(viii)      in
no event shall the Trustee, Certificate Administrator or Custodian be liable for any failure or delay in the performance of its
obligations hereunder due to force majeure; provided, that such failure or delay is not also a result of its own negligence,
bad faith or willful misconduct;


 


(ix)        nothing
herein shall require the Trustee, the Certificate Administrator or the Custodian to act in any manner that is contrary to applicable
law; and


 


(x)         except
as otherwise expressly set forth in this Agreement, knowledge or information acquired by Wells Fargo Bank, National Association,
in any of its respective capacities as Certificate Administrator or Custodian, shall not be imputed to Wells Fargo Bank, National
Association in any of its other capacities as Certificate Administrator or Custodian, as applicable.


 


(b)          Following
the Closing Date, the Trustee shall not accept any contribution of assets to the Trust not specifically contemplated by this Agreement
unless the Trustee shall have received a Nondisqualification Opinion at the expense of the Person desiring to contribute such assets
with respect to such contribution.


 


(c)          All
rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by the Trustee
without the possession of any of the Certificates, or the production thereof at the trial or any proceeding relating thereto, and
any such


 



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suit,
action or proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of such Certificates,
subject to the provisions of this Agreement.


 


(d)          The
Trustee shall timely pay, from its own funds, the amount of any and all federal, state and local taxes imposed on the Trust or
its assets or transactions including, without limitation, (A) “prohibited transaction” penalty taxes as defined in
Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on “net income from foreclosure property” as defined
in Section 860G(c) of the Code, but only to the extent such taxes arise solely out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence, bad faith or willful misconduct of the Trustee.


 


(e)          The
Certificate Administrator shall timely pay, from its own funds, the amount of any and all federal, state and local taxes imposed
on the Trust or its assets or transactions including, without limitation, (A) “prohibited transaction” penalty taxes
as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC
after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on “net income from foreclosure property”
as defined in Section 860G(c) of the Code, but only to the extent such taxes arise solely out of a breach by the Certificate Administrator
of its obligations hereunder, which breach constitutes negligence, bad faith or willful misconduct of the Certificate Administrator.


 


Section 7.3     The
Trustee, the Custodian and the Certificate Administrator Not Liable for Certificates or Interests or Mortgage Loans. The Trustee,
the Custodian and the Certificate Administrator each makes no representations as to the validity or sufficiency of this Agreement,
the Certificates or the information contained in the Private Placement Memorandum, the Preliminary Prospectus or the Final Prospectus
(other than the Certificate of Authentication on the Certificates if the Certificate Administrator is the Authenticating Agent
and the information in the Private Placement Memorandum, the Free Writing Prospectus and the Prospectus Supplement for which the
Trustee, the Custodian and the Certificate Administrator indemnify certain parties pursuant to the Trustee Indemnification Agreement,
the Custodian Indemnification Agreement and the Certificate Administrator Indemnification Agreement, respectively) or of any Mortgage
Loan, Assignment of Mortgage or related document save that each of the Trustee, the Custodian and the Certificate Administrator,
as to itself, represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms
except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting
the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement
is considered in a proceeding in equity or at law. None of the Trustee, the Custodian or the Certificate Administrator shall be
accountable for the use or application by the Depositor or the Master Servicer or the Special Servicer or by each other of any
of the Certificates or any of the proceeds of such Certificates, or for the use or application by the Depositor or the Master
Servicer or the Special Servicer or by each other of funds paid in consideration of the assignment of the Mortgage Loans to the
Trust or deposited into the Distribution Account or any other fund or account maintained with respect to the Certificates or any
account maintained pursuant to this Agreement or for investment of any such amounts. No


 



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recourse
shall be had for any claim based on any provisions of this Agreement, the Certificates or the Private Placement Memorandum or
the Preliminary Prospectus or the Final Prospectus (except (i) with respect to the Trustee, to the extent of the information regarding
the Trustee in each of the Private Placement Memorandum, the Free Writing Prospectus and the Prospectus Supplement for which the
Trustee indemnifies certain parties pursuant to the Trustee Indemnification Agreement, (ii) with respect to the Custodian, to
the extent of the information regarding the Custodian in each of the Private Placement Memorandum, the Free Writing Prospectus
and the Prospectus Supplement for which the Custodian indemnifies certain parties pursuant to the Custodian Indemnification Agreement
and (iii) with respect to the Certificate Administrator, to the extent of the information regarding the Certificate Administrator
in each of the Private Placement Memorandum, the Free Writing Prospectus and the Prospectus Supplement for which the Certificate
Administrator indemnifies certain parties pursuant to the Certificate Administrator Indemnification Agreement), the Mortgage Loans
or the assignment thereof against the Trustee, the Custodian or the Certificate Administrator in such Person’s individual
capacity and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided
herein. None of the Trustee, the Custodian or the Certificate Administrator (in its capacity as such) shall be liable for any
action or failure of any action by the Depositor or the Master Servicer or the Special Servicer or the Trust Advisor or by each
other hereunder. None of the Trustee, the Custodian or the Certificate Administrator shall at any time have any responsibility
or liability for or with respect to the legality, validity or enforceability of the Mortgages or the Mortgage Loans, or the perfection
and priority of the Mortgages or the maintenance of any such perfection and priority, or for or with respect to the efficacy of
the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including, without
limitation, the existence, condition and ownership of any Mortgaged Property; the existence and enforceability of any hazard insurance
thereon; the validity of the assignment of the Mortgage Loans to the Trust or of any intervening assignment; the completeness
of the Mortgage Loans; the performance or enforcement of the Mortgage Loans (other than if the Trustee shall assume the duties
of the Master Servicer); the compliance by the Depositor, each Seller, the Mortgagor, the Master Servicer, the Special Servicer,
the Trust Advisor or each other with any warranty or representation made under this Agreement or in any related document or the
accuracy of any such warranty or representation made under this Agreement or in any related document prior to the receipt by a
Responsible Officer of the Trustee of notice or other discovery of any non-compliance therewith or any breach thereof; any investment
of monies by or at the direction of the Master Servicer or the Special Servicer or any loss resulting therefrom; the failure of
the Master Servicer or the Special Servicer to act or perform any duties required of it on behalf of the Trustee hereunder; or
any action by the Trustee taken at the instruction of the Master Servicer or the Special Servicer.


 


Section 7.4     The
Trustee, the Custodian and the Certificate Administrator May Own Certificates.  Each of the Trustee, the Custodian and
the Certificate Administrator in its individual or any other capacity may become the owner or pledgee of Certificates with the
same rights it would have if it were not the Trustee, the Custodian or the Certificate Administrator, as the case may be.


 



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Section 7.5     Eligibility
Requirements for the Trustee, the Custodian and the Certificate Administrator.


 


(a)          The
Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking
association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to
exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision
or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated
at least “A2” by Moody’s, at least “A-” by Fitch and, if rated by KBRA, a rating by KBRA at least
equivalent to “A2” by Moody’s, and that has a short-term unsecured debt rating of at least “P-1”
by Moody’s and at least “F1” by Fitch and, if rated by KBRA, a rating at least equivalent to either of the foregoing
by KBRA (or, in the case of any Rating Agency with respect to either the long-term or short-term ratings specified in this Section
7.5(a), such lower rating or ratings as is the subject of a Rating Agency Confirmation from such Rating Agency and Morningstar)
and (iv) a Person that is not a Prohibited Party. 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, 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 case at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.6.


 


(b)          The
Custodian hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national
banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized
to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision
or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated
at least “A2” by Moody’s, at least “A-” by Fitch and, if rated by KBRA, a rating by KBRA at least
equivalent to “A2” by Moody’s, and that has a short-term unsecured debt rating of at least “P-1”
by Moody’s and at least “F1” by Fitch and, if rated by KBRA, a rating at least equivalent to either of the foregoing
by KBRA (or, in the case of any Rating Agency with respect to either the long-term or short-term ratings specified in this Section
7.5(b), such lower rating or ratings as is the subject of a Rating Agency Confirmation from such Rating Agency and Morningstar)
and (iv) a Person that is not a Prohibited Party. 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, 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 case at any time the Custodian shall cease to be eligible in accordance with provisions of this Section, the Custodian shall
resign immediately in the manner and with the effect specified in Section 7.6.


 


(c)          The
Certificate Administrator shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national
banking association, organized and


 



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doing
business under the laws of the United States of America or of any state thereof, authorized to exercise corporate trust powers,
having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state
authority, (iii) an institution whose long-term senior unsecured debt is at all times rated at least “A2” by Moody’s,
at least “A-” by Fitch and, if rated by KBRA, a rating by KBRA at least equivalent to “A2” by Moody’s,
and that has a short-term unsecured debt rating of at least “P-1” by Moody’s and at least “F1” by
Fitch and, if rated by KBRA, a rating at least equivalent to either of the foregoing by KBRA (or, in the case of any Rating Agency
with respect to either the long-term or short-term ratings specified in this Section 7.5(c), such lower rating or ratings
as is the subject of a Rating Agency Confirmation from such Rating Agency and Morningstar) and (iv) a Person that is not a Prohibited
Party. In case at any time the Certificate Administrator shall cease to be eligible in accordance with provisions of this Section,
the Certificate Administrator shall resign immediately in the manner and with the effect specified in Section 7.6.


 


Section 7.6     Resignation
and Removal of the Trustee, the Custodian or the Certificate Administrator.


 


(a)          The
Trustee, the Custodian or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the other such party, the Depositor, the Master Servicer, the Trust Advisor, each holder of
a Serviced B Note or Serviced Companion Loan and the 17g-5 Information Provider; provided that such resignation shall not
be effective until its successor shall have accepted the appointment. The Trustee, the Custodian and the Certificate Administrator,
as applicable, shall bear all costs associated with its respective resignation and the appointment of a successor trustee, custodian
or certificate administrator, as applicable. Upon receiving such notice of resignation, the Depositor shall promptly appoint a
successor trustee, custodian or certificate administrator, as the case may be, except in the case of the initial Trustee and Certificate
Administrator, in which case both shall be so replaced but may be replaced under this paragraph sequentially, by written instrument,
one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee and one copy to each
of the Master Servicer, the Custodian, the Certificate Administrator and, subject to Section 5.7, the Rating Agencies. If
no successor trustee, custodian or certificate administrator shall have been so appointed, as the case may be, and shall have accepted
appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Custodian or Certificate
Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee,
custodian or certificate administrator, as the case may be. It shall be a condition to the appointment of a successor trustee,
custodian or certificate administrator that such entity satisfies the eligibility requirements set forth in Section 7.5
and if, and for so long as, the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion
Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, such appointment shall have
been consented to by the Depositor or the depositor under the Other Companion Loan Pooling and Servicing Agreement, as the case
may be (which consent shall not be unreasonably withheld).


 


(b)          If
at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.5(a) and shall fail
to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged
a bankrupt or


 



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insolvent,
or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or
threatened with respect to the Trust or any REMIC Pool by any state in which the Trustee or the Trust held by the Trustee is located
solely because of the location of the Trustee in such state; provided, that, if the Trustee agrees to indemnify the Trust
for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Trustee as such
would result in a downgrade, qualification or withdrawal of the rating by the Rating Agencies of any Class of Certificates with
a rating as evidenced in writing by the Rating Agencies, then the Depositor may remove such Trustee and appoint a successor trustee
by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee
and one copy to each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the 17g-5
Information Provider. In the case of removal under clauses (i), (ii), (iii) and (iv) above, the Trustee
shall bear all such costs of transfer. Such succession shall take effect after a successor trustee has been appointed. If the
Trust, or any Other Securitization that holds a Serviced Companion Loan, is subject to the reporting requirements of the Exchange
Act, and the Trustee or any Additional Servicer, Sub-Servicer, or Servicing Function Participant engaged by the Trustee fails
to perform (subject to any applicable grace periods set forth therein) any of its obligations under Article XIII of this
Agreement, and such failure to perform does not result from a failure to perform of any other party to this Agreement to deliver
within the time frames required by Article XIII any reports or other information as set forth in such Article to the Trustee,
the Trustee shall, if so requested by the Depositor, resign from its obligations hereunder within sixty (60) calendar days of
such request and, if the Trustee fails to resign within such sixty (60) day period, the Depositor shall have the right to remove
and replace the Trustee in accordance with the provisions set forth in this Section 7.6(b).


 


(c)          If
at any time (i) the Custodian shall cease to be eligible in accordance with the provisions of Section 7.5(b) and shall fail
to resign after written request therefor by the Depositor, (ii) the Custodian shall become incapable of acting, or shall be adjudged
a bankrupt or insolvent, or a receiver of the Custodian or of its property shall be appointed, or any public officer shall take
charge or control of the Custodian or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
(iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in which the Custodian or the Trust
is located solely because of the location of the Custodian in such state; provided, that, if the Custodian agrees to indemnify
the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Custodian
as such would result in a downgrade, qualification or withdrawal of the rating by the Rating Agencies of any Class of Certificates
with a rating as evidenced in writing by the Rating Agencies, then the Depositor may remove such Custodian and appoint a successor
custodian by written instrument, one copy of which instrument shall be delivered to the Custodian so removed, one copy to the successor
custodian and one copy to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the
17g-5 Information Provider. In the case of removal under clauses (i), (ii), (iii) and (iv) above, the
Custodian shall bear all such costs of transfer. Such succession shall take effect after a successor custodian has been appointed.
If the Trust, or any Other Securitization that holds a Serviced Companion Loan, is subject to the reporting requirements of the
Exchange Act, and the Custodian or any Additional Servicer, Sub-Servicer, or Servicing Function Participant engaged by the Custodian
fails to perform (subject to any applicable grace periods set forth therein) any


 



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of its
obligations under Article XIII of this Agreement, and such default does not result from a failure to perform of any other
party to this Agreement to deliver within the time frames required by Article XIII any reports or other information as
set forth in such Article to the Custodian, the Custodian shall, if so requested by the Depositor, resign from its obligations
hereunder within sixty (60) calendar days of such request and, if the Custodian fails to resign within such sixty (60) day period,
the Depositor shall have the right to remove and replace the Custodian in accordance with the provisions set forth in this Section
7.6(c).


 


(d)          If
at any time (i) the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 7.5(c)
and shall fail to resign after written request therefor by the Depositor, (ii) the Certificate Administrator shall become incapable
of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Certificate Administrator or of its property shall
be appointed, or any public officer shall take charge or control of the Certificate Administrator or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or threatened with respect to the Trust
or any REMIC Pool by any state in which the Certificate Administrator or the Trust is located solely because of the location of
the Certificate Administrator in such state; provided, that, if the Certificate Administrator agrees to indemnify the Trust
for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Certificate Administrator
as such would result in a downgrade, qualification or withdrawal, as applicable, of the rating by any Rating Agency of any Class
of Certificates with a rating as evidenced in writing by the Rating Agencies, then the Depositor or the Trustee shall send a written
notice of termination to the Certificate Administrator and the 17g-5 Information Provider (which notice shall specify the reason
for such termination) and remove such Certificate Administrator and the Depositor shall appoint a successor Certificate Administrator
by written instrument, one copy of which instrument shall be delivered to the Certificate Administrator so removed, one copy to
the successor Certificate Administrator, and one copy to each of the Trustee, the Master Servicer, the Special Servicer and the
17g-5 Information Provider. In all such cases, the Certificate Administrator shall bear all costs of transfer to a successor Certificate
Administrator, such succession only to take effect after a successor Certificate Administrator has been appointed. If the Trust,
or any Other Securitization that holds a Serviced Companion Loan, is subject to the reporting requirements of the Exchange Act,
and the Certificate Administrator or any Additional Servicer, Sub-Servicer, or Servicing Function Participant engaged by the Certificate
Administrator fails to perform (subject to any applicable grace periods set forth therein) any of its obligations under Article
XIII of this Agreement, and such failure to perform does not result from a default of any other party to this Agreement to
deliver within the time frames required by Article XIII any reports or other information as set forth in such Article to
the Certificate Administrator, the Certificate Administrator shall, if so requested by the Depositor, resign from its obligations
hereunder within sixty (60) calendar days of such request and, if the Certificate Administrator fails to resign within such sixty
(60) day period, the Depositor shall have the right to remove and replace the Certificate Administrator in accordance with the
provisions set forth in this Section 7.6(d).


 


(e)          The
Holders of Certificates evidencing not less than a majority of the Voting Rights of all the Certificates may for cause upon thirty
(30) days’ written notice to the Trustee, the Custodian or the Certificate Administrator, as the case may be, and to the
Depositor, the Master Servicer and the Special Servicer, remove the Trustee, the Custodian or the Certificate Administrator, as
the case may be, by such written instrument, signed by such


 



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Holders
or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor and one copy to the
Trustee, the Custodian or the Certificate Administrator, as the case may be, so removed; and the Depositor shall thereupon use
its best efforts to appoint a successor Trustee, the Custodian or Certificate Administrator, as the case may be, in accordance
with this Section.


 


(f)          Any
resignation or removal of the Trustee, the Custodian or the Certificate Administrator, as the case may be, and appointment of a
successor trustee, custodian or certificate administrator pursuant to any of the provisions of this Section shall become effective
upon acceptance of appointment by the successor trustee, custodian or certificate administrator, as the case may be, as provided
in Section 7.7. Upon any succession of the Trustee, the Custodian or the Certificate Administrator under this Agreement,
the predecessor Trustee, Custodian or Certificate Administrator, as the case may be, shall be entitled to the payment of compensation
and reimbursement agreed to under this Agreement for services rendered and expenses incurred. The Trustee, the Custodian or the
Certificate Administrator shall not be liable for any action or omission of any successor trustee, custodian or certificate administrator,
as the case may be.


 


(g)          Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal
of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor, except in the case of removal
without cause) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor
or at such later time as may be consented to by the Master Servicer and the Special Servicer, (A) the original executed Note for
each Mortgage Loan is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor,
as trustee for the registered holders of Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 or in blank (or, alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity
with a copy of such Note), and (B) in the case of the other Mortgage Loan documents, are delivered or assigned as necessary to
such successor, and such successor shall review the documents delivered to it or 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.


 


Upon the resignation, assignment,
merger, consolidation, or transfer of the Custodian or its business to a successor, or upon the removal of the Custodian, the outgoing
Custodian, at its own expense (without right of reimbursement therefor, except in the case of removal without cause), shall ensure
that, prior to consummation of such transaction or as part of its transfer of duties to any successor custodian, all Mortgage Loan
documents in the Mortgage File for each Mortgage Loan, are delivered as necessary to such successor custodian, and such successor
shall review the documents delivered to it with respect to each Mortgage Loan and certify in writing that, as to each Mortgage
Loan then subject to this Agreement, it will accept delivery of the Mortgage File (on behalf of the Trustee) in accordance with
Section 2.2.


 


(h)          Following
the Closing Date, for so long as the Trust, and, with respect to any Serviced Companion Loan, the trust created pursuant to an
Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, neither the
Certificate Administrator nor the Custodian may appoint any sub-servicer that is or could


 



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become
a Reporting Servicer without the prior written consent of the Depositor or the depositor with respect to the trust created pursuant
to an Other Companion Loan Pooling and Servicing Agreement, as the case may be, which consent shall not be unreasonably withheld.


 


Section 7.7     Successor
Trustee, Custodian or Certificate Administrator.


 


(a)          Any
successor trustee, custodian or certificate administrator appointed as provided in Section 7.6 shall execute, acknowledge
and deliver to the Depositor and to its predecessor Trustee, Custodian or Certificate Administrator, as the case may be, an instrument
accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee, Custodian or Certificate
Administrator, as the case may be, shall become effective and such successor trustee, custodian or certificate administrator, as
the case may be, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally named as Trustee, Custodian or Certificate Administrator
herein. The predecessor Trustee, Certificate Administrator or Custodian shall deliver (at such predecessor’s own expense)
to the successor trustee, certificate administrator or custodian all Mortgage Files and documents and statements related to the
Mortgage Files held by it hereunder, and the predecessor Trustee, Certificate Administrator or Custodian shall duly assign, transfer,
deliver and pay over (at such predecessor’s own expense) to the successor trustee, certificate administrator or custodian,
the entire Trust, together with all instruments of transfer and assignment or other documents properly executed necessary to effect
such transfer. The predecessor Trustee, the Custodian or Certificate Administrator, as the case may be, shall also deliver all
records or copies thereof maintained by the predecessor Trustee, Custodian or Certificate Administrator in the administration hereof
as may be reasonably requested by the successor trustee, custodian or certificate administrator, as applicable, and shall thereupon
be discharged from all duties and responsibilities under this Agreement. In addition, the Depositor and the predecessor Trustee,
Custodian or Certificate Administrator shall execute and deliver such other instruments and do such other things as may reasonably
be required to more fully and certainly vest and confirm in the successor trustee, custodian or certificate administrator, as the
case may be, all such rights, powers, duties and obligations. Anything herein to the contrary notwithstanding, in no event shall
the combined fees payable to the Certificate Administrator or a successor certificate administrator (inclusive of fees paid to
the Trustee (or successor trustee) and the Custodian (or successor custodian)) exceed the Certificate Administrator Fee.


 


(b)          No
successor trustee, custodian or certificate administrator shall accept appointment as provided in this Section unless at the time
of such appointment such successor trustee, custodian or certificate administrator, as the case may be, shall be eligible under
the provisions of Section 7.5.


 


(c)          Upon
acceptance of appointment by a successor trustee, custodian or certificate administrator as provided in this Section, the successor
trustee, custodian or certificate administrator shall promptly provide written notice to the 17g-5 Information Provider and mail
notice of the succession of such Trustee, Custodian or Certificate Administrator hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register and to each holder of a Serviced B Note or Serviced Companion Loan. The expenses
of such mailing shall be borne by the successor trustee, custodian or certificate administrator. If the successor trustee, custodian


 



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or certificate
administrator fails to mail such notice within ten (10) days after acceptance of appointment by the successor trustee, custodian
or certificate administrator, the Master Servicer shall cause such notice to be mailed at the expense of the successor trustee,
custodian or certificate administrator, as applicable.


 


Section 7.8     Merger
or Consolidation of Trustee, Custodian or Certificate Administrator. Any Person into which the Trustee, Custodian or 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 such Trustee, Custodian or Certificate Administrator shall be a party, or any Persons succeeding to
the corporate trust business of such Trustee, Custodian or Certificate Administrator, shall be the successor of such Trustee,
Custodian or Certificate Administrator, as the case may be, hereunder, as applicable, provided that (i) such Person shall
be eligible under the provisions of Section 7.5 and (ii) if, and for so long as, the Trust, or, with respect to any Serviced
Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting
requirements of the Exchange Act, such appointment shall have been consented to by the Depositor or the depositor under such Other
Companion Loan Pooling and Servicing Agreement, as the case may be (which consent shall not be unreasonably withheld), 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 successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties
hereto and the 17g-5 Information Provider.


 


Section 7.9     Appointment
of Co-Trustee, Separate Trustee, Agents or Custodian.


 


(a)          Notwithstanding
any other provisions hereof, at any time, the Trustee, the Depositor or, in the case of the Trust, the Holders of Certificates
evidencing not less than a majority of the Voting Rights of all the Certificates shall each have the power from time to time to
appoint one or more Persons to act either as co-trustees jointly with the Trustee or as separate trustees, for the purpose of holding
title to, foreclosing or otherwise taking action with respect to any Mortgage Loan outside the state where the Trustee has its
principal place of business where such separate trustee or co-trustee is necessary or advisable (or the Trustee is advised by the
Master Servicer or Special Servicer that such separate trustee or co-trustee is necessary or advisable) under the laws of any state
in which a property securing a Mortgage Loan is located or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a property securing a Mortgage Loan is located or in any state in which any portion of the Trust
is located. The separate trustees, co-trustees, or custodians so appointed shall be trustees or custodians for the benefit of all
the Certificateholders, shall have such powers, rights and remedies as shall be specified in the instrument of appointment and
shall be deemed to have accepted the provisions of this Agreement; provided that no such appointment shall, or shall be
deemed to, constitute the appointee an agent of the Trustee; provided, further, that the Trustee shall not be liable
for the actions of any co-trustee or separate trustee appointed by it with due care and shall have no liability for the actions
of any co-trustee or separate trustee appointed by the Depositor or the Certificateholders pursuant to this paragraph.


 


(b)          The
Trustee, the Custodian or the Certificate Administrator, as the case may be, may from time to time appoint one or more independent
third-party agents to perform all


 



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or any
portion of its administrative duties hereunder (i.e., collection and distribution of funds, preparation and dissemination
of reports, monitoring compliance, etc.). The Trustee, the Custodian or the Certificate Administrator, as the case may be, shall
supervise and oversee such agents appointed by it. The terms of any arrangement or agreement between the Trustee, the Custodian
or the Certificate Administrator, as the case may be, and such agent, may be terminated, without cause and without the payment
of any termination fees if the Trustee, the Custodian or the Certificate Administrator, as the case may be, is terminated in accordance
with this Agreement. In addition, neither the Trust nor the Certificateholders shall have any liability or direct obligation to
such agent. Notwithstanding the terms of any such agreement, the Trustee, the Custodian or the Certificate Administrator, as the
case may be, shall remain at all times obligated and liable to the Trust and the Certificateholders for performing its duties
hereunder and for all acts of its agents.


 


(c)           Every
separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions
and conditions:


 


(i)         all
powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody and payment of moneys shall
be exercised solely by the Trustee;


 


(ii)        all
other 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 hereunder)
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations,
including the holding of title to the Trust or any portion thereof in any such jurisdiction, shall be exercised and performed by
such separate trustee or co-trustee;


 


(iii)       no
trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and


 


(iv)       the
Trustee or, in the case of the Trust, the Holders of Certificates evidencing not less than a majority of the Voting Rights of all
the Certificates may at any time accept the resignation of or remove any separate trustee or co-trustee, so appointed by it or
them, if such resignation or removal does not violate the other terms of this Agreement.


 


(d)          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 VII. 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.


 



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(e)          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.


 


(f)           No
separate trustee or co-trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section
7.5 hereof and no notice to Certificateholders of the appointment of any separate trustee or co-trustee hereunder shall be
required.


 


(g)          The
Trustee agrees to instruct the co-trustees, if any, to the extent necessary to fulfill the Trustee’s obligations hereunder.


 


(h)          The
reasonable compensation of the co-trustees or separate trustees appointed shall be paid by the Trust pursuant to this Section
7.9 to the extent, and in accordance with the standards, specified in Section 7.12 hereof.


 


Section 7.10     Authenticating
Agents.


 


(a)          The
Certificate Administrator shall serve as the initial Authenticating Agent hereunder for the purpose of executing and authenticating
Certificates. Any successor Authenticating Agent must be acceptable to the Depositor and must be a corporation, national bank or
national banking association organized and doing business under the laws of the United States of America or of any state and having
a principal office and place of business in the Borough of Manhattan in the City and State of New York, having a combined capital
and surplus of at least $50,000,000, authorized under such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authorities.


 


(b)          Any
Person into which the Authenticating Agent 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 Authenticating Agent shall be a party, or any Person succeeding to the
corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing
of any paper or any further act on the part of the Trustee or the Authenticating Agent.


 


(c)          The
Authenticating Agent may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Custodian, the Certificate Administrator and the Depositor. The Trustee may at any time terminate the agency of
the Authenticating Agent by giving written notice of termination to the Authenticating Agent and the Depositor; provided
that the Trustee may not terminate the Certificate Administrator as Authenticating Agent unless the Certificate Administrator shall
be removed as Certificate Administrator hereunder. Upon receiving a notice of resignation or upon such a termination, or in case
at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of Section 7.10(a), the
Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Depositor and shall
mail notice of such


 



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appointment
to all Holders of Certificates. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested
with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named
as Authenticating Agent. No such Authenticating Agent shall be appointed unless eligible under the provisions of Section 7.10(a).
No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee.


 


Section 7.11     Indemnification
of Trustee, the Custodian and the Certificate Administrator.


 


(a)          The
Trustee (whether individually, or in its capacity as Trustee), the Custodian, the Certificate Registrar and the Certificate Administrator
and each of their respective directors, officers, employees, agents and Controlling Persons shall be entitled to indemnification
from the Trust for any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other
costs, liabilities, fees and expenses incurred in connection with any legal action incurred without negligence, bad faith or willful
misconduct on their respective part, arising out of, or in connection with this Agreement, the Mortgage Loans, the Certificates
and the acceptance or administration of the trusts or duties created hereunder (including, without limitation, any unanticipated
loss, liability or expense incurred in connection with any action or inaction of the Master Servicer, the Special Servicer, the
Trust Advisor or the Depositor or of each other such Person hereunder but only to the extent the Trustee, the Custodian, the Certificate
Registrar or the Certificate Administrator, as the case may be, is unable to recover within a reasonable period of time such amount
from such third party pursuant to this Agreement) including the costs and expenses of defending themselves against any claim in
connection with the exercise or performance of any of their powers or duties hereunder, and the Trustee, the Custodian, the Certificate
Registrar and the Certificate Administrator and each of their respective directors, officers, employees, agents and Controlling
Persons shall be entitled to indemnification from the Trust for any unanticipated loss, liability or expense incurred without negligence,
bad faith or willful misconduct in connection with the provision by the Trustee, the Custodian, the Certificate Registrar and the
Certificate Administrator of the reports required to be provided by it pursuant to this Agreement; provided that:


 


(i)          with
respect to any such claim, the Trustee, the Custodian, the Certificate Registrar or the Certificate Administrator, as the case
may be, shall have given the Depositor, the Master Servicer, the Sellers, each other and the Holders of the Certificates written
notice thereof promptly after a Responsible Officer of the Trustee, the Custodian, the Certificate Registrar or the Certificate
Administrator, as the case may be, shall have actual knowledge thereof; provided that failure to give such notice to the
Depositor, Master Servicer, the Sellers, each other and the Holders of Certificates shall not affect the Trustee’s, the Custodian’s,
Certificate Registrar’s or Certificate Administrator’s, as the case may be, rights to indemnification herein unless
the Depositor’s defense of such claim on behalf of the Trust is materially prejudiced thereby;


 


(ii)        while
maintaining control over its own defense, the Trustee, the Custodian, the Certificate Registrar or the Certificate Administrator,
as the case may be, shall consult fully with the Depositor in preparing such defense; and


 



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(iii)       notwithstanding
anything to the contrary in this Section 7.11, the Trust shall not be liable for settlement of any such claim by the Trustee,
the Custodian, the Certificate Registrar or the Certificate Administrator, as the case may be, entered into without the prior consent
of the Depositor (unless the Depositor is in bankruptcy or otherwise legally unable to consent), which consent shall not be unreasonably
withheld.


 


(b)          The
provisions of this Section 7.11 shall survive any termination of this Agreement and the resignation or removal of the Trustee,
the Custodian, the Certificate Registrar or the Certificate Administrator, as the case may be.


 


(c)          The
Depositor shall indemnify and hold harmless the Trustee, the Custodian, the Certificate Registrar or the Certificate Administrator,
as the case may be, their respective directors, officers, employees or agents and Controlling Persons from and against any loss,
claim, damage or liability, and any action in respect thereof, to which the Trustee, the Custodian, the Certificate Registrar or
the Certificate Administrator, as the case may be, their respective directors, officers, employees or agents or Controlling Persons
may become subject under the Securities Act, insofar as such loss, claim, damage, liability or action arises out of, or is based
upon any untrue statement or alleged untrue statement of a material fact contained in the Private Placement Memorandum, the Preliminary
Prospectus or the Final Prospectus, or arises out of, or is based upon the omission or alleged omission to state therein a material
fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading, and shall
reimburse the Trustee, the Custodian, the Certificate Registrar or the Certificate Administrator, as the case may be, their respective
directors, officers, employees, agents or Controlling Persons for any legal and other expenses reasonably incurred by the Trustee,
the Custodian, the Certificate Registrar or the Certificate Administrator, as the case may be, or any such director, officer, employee,
agent or Controlling Person in investigating or defending or preparing to defend against any such loss, claim, damage, liability
or action; provided, that the Depositor shall not be liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission made in the Private
Placement Memorandum, the Preliminary Prospectus or the Final Prospectus in reliance upon and in conformity with written information
concerning the Trustee, the Custodian, the Certificate Registrar or the Certificate Administrator, as the case may be, furnished
to the Depositor by or on behalf of such person specifically for inclusion therein. It is hereby expressly agreed that the only
written information provided by the Trustee, the Custodian, the Certificate Registrar or the Certificate Administrator, as the
case may be, for inclusion in the Private Placement Memorandum, the Preliminary Prospectus and the Final Prospectus is, in the
case of the Trustee, the information for which the Trustee indemnifies certain parties pursuant to the Trustee Indemnification
Agreement, in the case of the Custodian, the information for which the Custodian indemnifies certain parties pursuant to the Custodian
Indemnification Agreement and, in the case of the Certificate Administrator, the information for which the Certificate Administrator
indemnifies certain parties pursuant to the Certificate Administrator Indemnification Agreement. The Trustee, the Custodian, the
Certificate Registrar or the Certificate Administrator, as the case may be, shall immediately notify the Depositor, the Underwriters,
the Initial Purchasers and the Sellers if a claim is made by a third party that would entitle such Person, its directors, officers,
employees, agents or Controlling Persons to indemnification under this Section 7.11(c), whereupon the Depositor shall assume
the defense of any such claim (with counsel reasonably satisfactory to such person) and pay all expenses in


 



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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 the Trustee, the Custodian,
the Certificate Registrar or the Certificate Administrator, as the case may be, or any of their respective directors, officers,
employees, agents or Controlling Persons may have to indemnification under this Section 7.11(c), unless the Depositor’s
defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this
Agreement and the resignation or removal of the Trustee, the Custodian or the Certificate Administrator. The Depositor shall not
be indemnified by the Trust for any expenses incurred by the Depositor arising from any violation or alleged violation of the
Securities Act or Exchange Act by the Depositor.


 


(d)          The
Custodian agrees to indemnify the Depositor, the Trust, the Trustee, the Certificate Administrator and any director, officer, employee,
agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any such Person may sustain arising
from or as a result of the willful misfeasance, bad faith or negligence in the performance of any of the Custodian’s duties
hereunder or by reason of negligent disregard of the Custodian’s obligations and duties hereunder (including a breach of
such obligations and duties, a substantial motive of which is to obtain an economic advantage from not complying with or not performing
such obligations), and if in any such situation the Custodian is replaced, the parties hereto agree that the amount of such claims,
losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least
equal the incremental costs, if any, of retaining a successor custodian.


 


(e)          Each
of the Trustee and the Certificate Administrator agrees (severally and not jointly) to indemnify the Depositor, the Trust, the
Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Custodian
and any director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses,
penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that
any such Person may sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance
of any of such indemnifying party’s duties hereunder or by reason of negligent disregard of such indemnifying party’s
obligations and duties hereunder (including a breach of such obligations, a substantial motive of which is to obtain an economic
advantage from not complying with or not performing such obligations), and if in any such situation the Trustee or Certificate
Administrator, as applicable, is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal
fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs,
if any, of retaining a successor trustee or certificate administrator, as applicable.


 


Section 7.12     Fees
and Expenses of Trustee, the Custodian and the Certificate Administrator. The Trustee shall be entitled to receive the Trustee
Fee, the Certificate Administrator shall be entitled to receive the Certificate Administrator Fee (other than the portions thereof
constituting the Trustee Fee and the Custodian Fee) and the Custodian shall be entitled to receive the Custodian Fee, pursuant
to Section 5.3(b)(ii) (which shall not be limited by any provision of law with respect to the compensation of a trustee
of an express trust), for all


 



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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,
respectively, hereunder of the Trustee, the Custodian and the Certificate Administrator. Each of the Trustee, the Custodian and
the Certificate Administrator shall also be entitled to recover from the Trust all reasonable unanticipated out-of-pocket expenses
and disbursements incurred or made by such party in connection with the exercise of such party’s rights or duties under
this Agreement (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and other Persons
not regularly in its employ), not including expenses incurred in the ordinary course of performing its duties (including allocable
overhead expenses) as Trustee, the Custodian or Certificate Administrator, respectively, hereunder, and except any such expense,
disbursement or advance as may arise from the negligence, willful misconduct or bad faith of such Person or which is the responsibility
of the Holders of the Certificates hereunder. The provisions of this Section 7.12 shall survive any termination of this
Agreement and the resignation or removal of the Trustee, the Custodian or the Certificate Administrator.


 


Section 7.13     Collection
of Moneys. Except as otherwise expressly provided in this Agreement, the Trustee, the Custodian and the Certificate Administrator
may demand payment or delivery of, and shall receive and collect, all money and other property payable to or receivable by the
Trustee, the Custodian or the Certificate Administrator, as the case may be, pursuant to this Agreement. The Trustee, the Custodian
or the Certificate Administrator, as the case may be, shall hold all such money and property received by it as part of the Trust
and shall distribute it as provided in this Agreement. If the Trustee, the Custodian or the Certificate Administrator, as the
case may be, shall not have timely received amounts to be remitted with respect to the Mortgage Loans from the Master Servicer,
the Trustee, the Custodian or the Certificate Administrator, as the case may be, shall request the Master Servicer to make such
distribution as promptly as practicable or legally permitted. If the Trustee, the Custodian or the Certificate Administrator,
as the case may be, shall subsequently receive any such amount, it may withdraw such request.


 


Section 7.14     Trustee To
Act; Appointment of Successor.


 


(a)          On
and after the time the Master Servicer is terminated or resigns pursuant to this Agreement, and if no successor to the terminated
or resigning Master Servicer is otherwise appointed hereunder, the Trustee shall be the successor in all respects to the Master
Servicer in its capacity under this Agreement and the transactions set forth or provided for therein and shall have all the rights
and powers and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on
the Master Servicer by the terms and provisions of this Agreement; provided that, any failure to perform such duties or
responsibilities caused by the Master Servicer’s failure to provide required information shall not be considered a default
by the Trustee hereunder. In addition, the Trustee shall have no liability relating to (i) the representations and warranties of
the Master Servicer contained in this Agreement or (ii) any obligation incurred by the Master Servicer prior to its termination
or resignation (including, without limitation, the Master Servicer’s obligation to repay losses resulting from the investment
of funds in any account established under this Agreement). In the Trustee’s capacity as such successor, the Trustee shall
have the same limitations on liability granted to the Master Servicer in this Agreement. As compensation therefor, the Trustee
shall be


 



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entitled
to receive all the compensation payable to the Master Servicer set forth in this Agreement, including, without limitation, the
Master Servicing Fee.


 


(b)          Notwithstanding
the above, the Trustee (A) may, if the Trustee is unwilling to so act, or (B) shall, if it is unable to so act, appoint, or petition
a court of competent jurisdiction to appoint any established commercial or multifamily mortgage finance institution, servicer or
master servicer or mortgage servicing institution having a net worth of not less than $15,000,000, meeting such other standards
for a successor master servicer as are set forth in this Agreement and with respect to which the Trustee has provided a Rating
Agency Communication to each Rating Agency, as the successor to the Master Servicer hereunder in the assumption of all of the responsibilities,
duties or liabilities of a servicer as Master Servicer hereunder. Pending any such appointment, the Trustee shall act as the Master
Servicer as hereinabove provided. Any entity designated by the Trustee as successor Master Servicer may be an Affiliate of the
Trustee; provided that, such Affiliate must meet the standards for the Master Servicer as set forth herein. In connection
with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments
on Mortgage Loans as it and such successor shall agree subject to Section 8.10, provided that no such compensation
shall be in excess of that permitted to be paid to the Master Servicer under this Agreement. The Trustee and such successor shall
take such actions, consistent with this Agreement as shall be necessary to effectuate any such succession. The Master Servicer
shall cooperate with the Trustee and any successor servicer in effecting the termination of the Master Servicer’s responsibilities
and rights under this Agreement, including, without limitation, notifying Mortgagors of the assignment of the servicing function
and providing the Trustee and successor servicer all documents and records in its possession in electronic or other form reasonably
requested by the successor servicer to enable the successor servicer to assume the Master Servicer’s functions hereunder
and the transfer to the Trustee or such successor servicer of all amounts which shall at the time be or should have been deposited
by the Master Servicer in the Collection Account and any other account or fund maintained with respect to the Certificates or thereafter
be received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other successor servicer shall
be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any
portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records
to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer. The Trustee shall
be reimbursed by the Trust for all of its out-of-pocket expenses incurred in connection with obtaining such successor Master Servicer
within thirty (30) days of the Trustee’s submission of an invoice with respect thereto, to the extent such expenses have
not been reimbursed by the Master Servicer as provided herein; and such expenses paid by the Trust shall be deemed to be an Additional
Trust Expense.


 


(c)          On
and after the time the Special Servicer is terminated pursuant to this Agreement, in accordance with Section 9.30, or resigns
pursuant to this Agreement, and if a successor to the terminated or resigning Special Servicer is not otherwise appointed hereunder,
the Trustee shall be the successor in all respects to the Special Servicer in its capacity under this Agreement and the transactions
set forth or provided for therein and shall have all the rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto and arising thereafter placed on the Special Servicer by the terms and provisions of this Agreement;
provided that, any failure to perform such duties or responsibilities caused by the Special


 



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Servicer’s
failure to provide required information shall not be considered a default by the Trustee hereunder. In addition, the Trustee shall
have no liability relating to (i) the representations and warranties of the Special Servicer contained in this Agreement or (ii)
any obligation incurred by the Special Servicer prior to its termination or resignation. In the Trustee’s capacity as such
successor, the Trustee shall have the same limitations on liability granted to the Special Servicer in this Agreement. As compensation
therefor, the Trustee shall be entitled to receive all the compensation payable to the Special Servicer set forth in this Agreement,
including, without limitation the Special Servicer Compensation (other than any Workout Fee payable to the predecessor Special
Servicer pursuant to Section 9.11).


 


(d)          Notwithstanding
the above, the Trustee may, if the Trustee shall be unwilling to so act, or shall, if it is unable to so act, appoint, or petition
a court of competent jurisdiction to appoint, any established commercial or multifamily mortgage finance institution, special servicer
or mortgage servicing institution having a net worth of not less than $15,000,000, and meeting such other standards for a successor
Special Servicer as are set forth in Section 9.30(g), and with respect to which the Trustee has provided a Rating Agency
Communication to each Rating Agency, as the successor to the Special Servicer hereunder in the assumption of all of the responsibilities,
duties or liabilities of a special servicer as Special Servicer hereunder. Pending any such appointment, the Trustee shall act
as the Special Servicer as hereinabove provided. Any entity designated by the Trustee as successor Special Servicer may be an Affiliate
of the Trustee; provided that, such Affiliate must meet the standards for a successor Special Servicer set forth herein.
In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor
out of payments on Mortgage Loans as it and such successor shall agree; provided that no such compensation shall be in excess
of that permitted to the Special Servicer under this Agreement. The Trustee and such successor shall take such actions, consistent
with this Agreement as shall be necessary to effectuate any such succession. The Special Servicer shall cooperate with the Trustee
and any successor Special Servicer in effecting the termination of the Special Servicer’s responsibilities and rights under
this Agreement, including, without limitation, notifying Mortgagors under Specially Serviced Mortgage Loans of the assignment of
the special servicing function and providing the Trustee and successor Special Servicer all documents and records in its possession
in electronic or other form reasonably requested by the successor Special Servicer to enable the successor Special Servicer to
assume the Special Servicer’s functions hereunder and the transfer to the Trustee or such successor Special Servicer of all
amounts which shall at the time be or should have been deposited by the Special Servicer in the Collection Account and any other
account or fund maintained with respect to the Certificates or thereafter be received by the Special Servicer with respect to the
Mortgage Loans. Neither the Trustee nor any other successor Special Servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of
the Special Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by
any regulatory authority having jurisdiction over the Special Servicer. The Trustee shall be reimbursed by the Trust for all of
its out-of-pocket expenses incurred in connection with obtaining such successor Special Servicer within thirty (30) days of submission
of an invoice with respect thereto but only to the extent such expenses have not been reimbursed by the Special Servicer as provided
herein; and such expenses paid by the Trust shall be deemed to be an Additional Trust Expense. During any Subordinate Control Period,
any appointment of a successor Special Servicer by the Trustee (or the Trustee’s acting as successor


 



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Special
Servicer) shall be subject to the rights of the Controlling Class Representative to terminate and replace such successor Special
Servicer, with or without cause, in accordance with this Agreement (including Section 9.30).


 


Section 7.15     Notification
to Holders. Upon termination of, or a Servicer Termination Event by, the Master Servicer, the Certificate Administrator, the
Custodian or the Special Servicer, or appointment of a successor to the Master Servicer, the Custodian, the Certificate Administrator
or the Special Servicer, the Trustee shall promptly provide written notice to the 17g-5 Information Provider, the Controlling
Class Representative (during any Subordinate Control Period or any Collective Consultation Period), the Trust Advisor, the Depositor,
the Initial Purchasers, the Underwriters, the Sellers and the Certificateholders at their respective addresses appearing on the
Certificate Register.


 


Section 7.16     Representations
and Warranties of the Trustee, the Custodian and the Certificate Administrator.


 


(a)           The
Trustee hereby represents and warrants to each other party to this Agreement and for the benefit of the Certificateholders, as
of the Closing Date that:


 


(i)          the
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America and has full power and authority to own its property, to carry on its business as presently conducted, and to enter
into and perform its obligations under this Agreement;


 


(ii)        the
execution and delivery by the Trustee of this Agreement have been duly authorized by all necessary action on the part of the Trustee;
neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated in this Agreement,
nor compliance with the provisions of this Agreement, will conflict with or result in a breach of, or constitute a default under,
(i) any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Trustee or its properties
that would materially and adversely affect the Trustee’s ability to perform its obligations under this Agreement, (ii) the
organizational documents of the Trustee, or (iii) the terms of any material agreement or instrument to which the Trustee is a party
or by which it is bound; and the Trustee is not in default with respect to any order or decree of any court or any order, regulation
or demand of any federal, state, municipal or other governmental agency, which default would materially and adversely affect its
performance under this Agreement;


 


(iii)       the
execution, delivery and performance by the Trustee of this Agreement and the consummation of the transactions contemplated by this
Agreement do not require the consent, approval, authorization or order of, the giving of notice to or the registration with any
state, federal or other governmental authority or agency, except such as has been or will be obtained, given, effected or taken
in order for the Trustee to perform its obligations under this Agreement;


 


(iv)        this
Agreement has been duly executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid and binding obligation of the Trustee, enforceable against the Trustee in


 



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accordance
with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other
similar laws affecting creditors’ rights generally as from time to time in effect, and to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law); and


 


(v)          no
litigation is pending or, to the Trustee’s knowledge, threatened, against the Trustee that, either in one instance or in
the aggregate, would draw into question the validity of this Agreement, or which would be likely to impair materially the ability
of the Trustee to perform under the terms of this Agreement.


 


(b)           The
Custodian hereby represents and warrants to each other party to this Agreement and for the benefit of the Certificateholders, as
of the Closing Date that:


 


(i)          the
Custodian is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America and has full power and authority to own its property, to carry on its business as presently conducted, and to
enter into and perform its obligations under this Agreement;


 


(ii)        the
execution and delivery by the Custodian of this Agreement have been duly authorized by all necessary action on the part of the
Custodian; neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated in this
Agreement, nor compliance with the provisions of this Agreement, will conflict with or result in a breach of, or constitute a default
under, (i) any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Custodian
or its properties that would materially and adversely affect the Custodian’s ability to perform its obligations under this
Agreement, (ii) the organizational documents of the Custodian, or (iii) the terms of any material agreement or instrument to which
the Custodian is a party or by which it is bound; and the Custodian is not in default with respect to any order or decree of any
court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default would materially
and adversely affect its performance under this Agreement;


 


(iii)       the
execution, delivery and performance by the Custodian of this Agreement and the consummation of the transactions contemplated by
this Agreement do not require the consent, approval, authorization or order of, the giving of notice to or the registration with
any state, federal or other governmental authority or agency, except such as has been or will be obtained, given, effected or taken
in order for the Custodian to perform its obligations under this Agreement;


 


(iv)        this
Agreement has been duly executed and delivered by the Custodian and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the Custodian, enforceable against the Custodian in accordance
with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other
similar laws affecting creditors’ rights generally as from time to time in effect, and to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law); and


 



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(v)          no
litigation is pending or, to the Custodian’s knowledge, threatened, against the Custodian that, either in one instance or
in the aggregate, would draw into question the validity of this Agreement, or which would be likely to impair materially the ability
of the Custodian to perform under the terms of this Agreement.


 


(c)           The
Certificate Administrator hereby represents and warrants to each other party to this Agreement and for the benefit of the Certificateholders,
as of the Closing Date that:


 


(i)          the
Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America and has full power and authority to own its property, to carry on its business as presently conducted,
and to enter into and perform its obligations under this Agreement;


 


(ii)        the
execution and delivery by the Certificate Administrator of this Agreement have been duly authorized by all necessary action on
the part of the Certificate Administrator; neither the execution and delivery of this Agreement, nor the consummation of the transactions
contemplated in this Agreement, nor compliance with the provisions of this Agreement, will conflict with or result in a breach
of, or constitute a default under, (i) any of the provisions of any law, governmental rule, regulation, judgment, decree or order
binding on the Certificate Administrator or its properties that would materially and adversely affect the Certificate Administrator’s
ability to perform its obligations under this Agreement, (ii) the organizational documents of the Certificate Administrator, or
(iii) the terms of any material agreement or instrument to which the Certificate Administrator is a party or by which it is bound;
and the Certificate Administrator is not in default with respect to any order or decree of any court or any order, regulation or
demand of any federal, state, municipal or other governmental agency, which default would materially and adversely affect its performance
under this Agreement;


 


(iii)       the
execution, delivery and performance by the Certificate Administrator of this Agreement and the consummation of the transactions
contemplated by this Agreement do not require the consent, approval, authorization or order of, the giving of notice to or the
registration with any state, federal or other governmental authority or agency, except such as has been or will be obtained, given,
effected or taken in order for the Certificate Administrator to perform its obligations under this Agreement;


 


(iv)        this
Agreement has been duly executed and delivered by the Certificate Administrator and, assuming due authorization, execution and
delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable
against the Certificate Administrator in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and other similar laws affecting creditors’ rights generally as from time to time
in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law); and


 


(v)          there
are no actions, suits or proceeding pending or, to the best of the Certificate Administrator’s knowledge, threatened, against
the Certificate Administrator that, either in one instance or in the aggregate, would draw into question the validity of this


 



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Agreement,
or which would be likely to impair materially the ability of the Certificate Administrator to perform under the terms of this
Agreement.


 


Section 7.17     Fidelity
Bond and Errors and Omissions Insurance Policy Maintained by the Trustee, the Custodian and the Certificate Administrator.
Each of the Trustee, the Custodian and the Certificate Administrator, at its own respective expense, shall maintain in effect
a Fidelity Bond and a Errors and Omissions Insurance Policy. The Errors and Omissions Insurance Policy and Fidelity Bond shall
be issued by a Qualified Insurer in form and in amount customary for trustees, custodians or certificate administrators in similar
transactions (unless the Trustee, the Custodian or the Certificate Administrator, as the case may be, self-insures as provided
below). If any such Errors and Omissions Insurance Policy or Fidelity Bond ceases to be in effect, the Trustee, the Custodian
or the Certificate Administrator, as the case may be, shall obtain a comparable replacement policy or bond from an insurer or
issuer meeting the requirements set forth above as of the date of such replacement. So long as the long-term debt obligation or
deposit account rating of the Trustee, the Custodian or the Certificate Administrator, as the case may be, is not less than “A3”
as rated by Moody’s and not less than “A-” as rated by Fitch and, if rated by KBRA, a rating by KBRA at least
equivalent to “A3” by Moody’s, the Trustee, the Custodian or the Certificate Administrator, as the case may
be, may self-insure for the Fidelity Bond and the Errors and Omissions Insurance Policy.


 


Section 7.18     Capacities.
The rights, privileges, protections and indemnities afforded to the Trustee, the Custodian or the Certificate Administrator
in such capacity pursuant to this Agreement shall also be for the benefit of the Trustee, the Custodian or the Certificate Administrator,
as the case may be, in each other capacity that such Person serves hereunder, including as Certificate Registrar, Authenticating
Agent and 17g-5 Information Provider, as applicable.


 


ARTICLE
VIII

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS


 


Section 8.1     Servicing
Standard; Servicing Duties.


 


(a)          Subject
to the express provisions of this Agreement, for and on behalf of the Trust and for the benefit of the Certificateholders as a
whole, and, solely as it relates to any A/B Whole Loan, for the benefit of the holder of the related Serviced B Note and, solely
as it relates to any Loan Pair, for the benefit of the holder of the related Serviced Companion Loan and any Serviced B Note, the
Master Servicer (except as otherwise expressly set forth herein to the contrary) shall service and administer the Mortgage Loans,
any Serviced B Note and any Serviced Companion Loan in accordance with the Servicing Standard and the terms of this Agreement;
except that (subject to the second proviso to the definition of “Special Servicer Decision”) the Special Servicer shall
process all Major Decisions and Special Servicer Decisions with respect to the Mortgage Loans (other than Non-Serviced Mortgage
Loans), any Serviced B Note and any Serviced Companion Loan (except that the Master Servicer and the Special Servicer may mutually
agree that the Master Servicer shall process, and obtain the prior written consent of the Special Servicer with respect to, any
such Major Decision or Special Servicer Decision with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) that are
not Specially Serviced Mortgage Loans); provided, further, that each Non-Serviced Mortgage Loan


 



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shall
be serviced by the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced Mortgage Loan Special
Servicer in accordance with the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. Certain of the provisions
of this Article VIII make explicit reference to their applicability to Mortgage Loans, any Serviced B Note and any Serviced
Companion Loan; notwithstanding such explicit references, references to “Mortgage Loans” contained in this Article
VIII, unless otherwise specified, shall be construed to refer also to such Serviced B Note and Serviced Companion Loan (but any
other terms that are defined in Article I and used in this Article VIII shall be construed according to such definitions without
regard to this sentence).


 


In connection with such servicing
and administration, the Master Servicer shall seek to maximize the timely collection of principal and interest on the Mortgage
Notes in the best economic interests of the Certificateholders as a whole (or, in the case of any A/B Whole Loan or Loan Pair the
Certificateholders and the holder of the related Serviced B Note and/or Serviced Companion Loan, as applicable, all taken as a
collective whole); provided, that nothing herein contained shall be construed as an express or implied guarantee by the
Master Servicer of the collectability of payments on the Mortgage Loans or shall be construed as impairing or adversely affecting
any rights or benefits specifically provided by this Agreement to the Master Servicer, including with respect to Master Servicing
Fees or the right to be reimbursed for Advances.


 


(b)          The
Master Servicer, in the case of an event specified in clause (x) of this subsection (b), and the Special Servicer,
in the case of an event specified in clause (y) of this subsection (b), shall each send a written notice to the other
and to the Trustee, the Custodian, the Certificate Administrator, the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period), the
Depositor, the applicable Seller and, in the case of an A/B Whole Loan, the holder of the related Serviced B Note and, in the case
of a Loan Pair, the holders of the related Serviced Companion Loan and any related Serviced B Note, within five (5) Business Days
after becoming aware (x) that a Servicing Transfer Event has occurred with respect to a Mortgage Loan or (y) that a Mortgage Loan
has become a Rehabilitated Mortgage Loan (and, in the case of an A Note (or Serviced B Note) that was a Specially Serviced Mortgage
Loan, any related Serviced B Note (or A Note) has also become a Rehabilitated Mortgage Loan and, in the case of a Serviced Pari
Passu Mortgage Loan (or Serviced Companion Loan or Serviced B Note) that was a Specially Serviced Mortgage Loan, each related Serviced
Pari Passu Mortgage Loan, Serviced Companion Loan and Serviced B Note, as applicable, has also become a Rehabilitated Mortgage
Loan, which notice shall be effective upon receipt and shall identify the applicable Mortgage Loan and, in the case of an event
specified in clause (x) of this subsection (b), the Servicing Transfer Event that occurred. After the transfer of
servicing with respect to any Specially Serviced Mortgage Loan to the Special Servicer, in accordance with the Servicing Standard,
the Master Servicer shall notify, in writing, the Mortgagor under such Specially Serviced Mortgage Loan transferred to the Special
Servicer, of such transfer.


 


(c)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is subject to an Environmental Insurance Policy, for
as long as it is not a Specially Serviced Mortgage Loan, if the Master Servicer has actual knowledge of any event giving rise to
a claim under an Environmental Insurance Policy, the Master Servicer shall notify the Special


 



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Servicer
to such effect and the Master Servicer shall take reasonable actions as are in accordance with the Servicing Standard and the
terms and conditions of such Environmental Insurance Policy to make a claim thereunder and achieve the payment of all amounts
to which the Trust is entitled thereunder. Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing
Standard in connection with any such claim shall be paid by, and reimbursable to, the Master Servicer or the Special Servicer
as a Servicing Advance.


 


(d)          In
connection with any extension of the Maturity Date of a Non-Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage
Loan), the Special Servicer shall give prompt written notice of such extension to the insurer under the Environmental Insurance
Policy (if any) and shall execute such documents as are reasonably required by such insurer to procure an extension of such policy
(if available). The Special Servicer shall provide copies of any such notice or documents to the Master Servicer promptly following
the execution or delivery thereof, as applicable.


 


(e)          The
parties hereto acknowledge that each Serviced Pari Passu Mortgage Loan and its related Serviced Companion Loan and any related
Serviced B Note and each A Note and its related Serviced B Note is subject to the terms and conditions of the related Intercreditor
Agreement, and each such party agrees that the provisions of each Intercreditor Agreement that are required by their terms to be
set forth in this Agreement are hereby incorporated herein. With respect to each Loan Pair and each A/B Whole Loan, the Trustee,
the Master Servicer and the Special Servicer recognize the respective rights and obligations of the Trust and the holders of each
Serviced Companion Loan and/or Serviced B Note, as applicable, under the related Intercreditor Agreement (or with respect to a
Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents),
including with respect to the allocation of collections on or in respect of any Serviced Pari Passu Mortgage Loan, Serviced Companion
Loan, A Note and Serviced B Note, as the case may be, in accordance with the related Intercreditor Agreement. The Master Servicer
shall comply with the applicable provisions of each Intercreditor Agreement, and if any Serviced Pari Passu Mortgage Loan, Serviced
Companion Loan, A Note or Serviced B Note are then Specially Serviced Mortgage Loans, the Special Servicer shall comply with the
applicable provisions of the related Intercreditor Agreement. The parties hereto agree that any conflict between the terms of this
Agreement and the terms of any Intercreditor Agreement shall be resolved in favor of the Intercreditor Agreement.


 


(f)          Promptly
following the Closing Date (or, with respect to the Grove City Premium Outlets Mortgage Loan, the Grove City Premium Outlets Companion
Loan Securitization Date, and with respect to the Gulfport Premium Outlets Mortgage Loan, the Gulfport Premium Outlets Companion
Loan Securitization Date), the Master Servicer shall send written notice to each Non-Serviced Mortgage Loan Master Servicer in
accordance with the provisions of the related Intercreditor Agreement including payment instructions for distributions on such
Non-Serviced Mortgage Loan and stating that, as of such date, the Trustee is the holder of the applicable Non-Serviced Mortgage
Loan, and directing such Non-Serviced Mortgage Loan Master Servicer to remit to the Master Servicer all amounts payable to, and
directing such Non-Serviced Mortgage Loan Master Servicer 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, such holder


 



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of
the applicable Non-Serviced Mortgage Loan under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and
Non-Serviced Mortgage Loan Intercreditor Agreement. The transmittal of payment instructions and other servicing information
on the Grove City Premium Outlets Companion Loan Securitization Date or the Gulfport Premium Outlets Companion Loan
Securitization Date, as applicable, shall be deemed to satisfy such requirement to provide written notice to the related
Non-Serviced Mortgage Loan Master Servicer with respect to the Grove City Premium Outlets Mortgage Loan or the Gulfport
Premium Outlets Mortgage Loan, respectively. Notwithstanding anything to the contrary herein, the Master Servicer shall be
deemed to have provided to the related Non-Serviced Mortgage Loan Master Servicer the notices described in this clause
(f) if it is the same entity as such Non-Serviced Mortgage Loan Master Servicer.


 


(g)          Each
Non-Serviced Mortgage Loan shall be serviced and administered by the applicable Non-Serviced Mortgage Loan Master Servicer and
Non-Serviced Mortgage Loan Special Servicer pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement
and Non-Serviced Mortgage Loan Intercreditor Agreement, except as otherwise specifically provided in this Agreement. If any Non-Serviced
Companion Loan that is an asset under the trust created by the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement
is removed from the pool of mortgage loans created under such Non-Serviced Mortgage Loan Pooling and Servicing Agreement, or if
such Non-Serviced Mortgage Loan Pooling and Servicing Agreement is otherwise terminated, the servicing of the Non-Serviced Mortgage
Loan shall be transferred, pursuant to the related Non-Serviced Mortgage Loan Intercreditor Agreement, and shall be serviced and
administered by a successor servicing agreement, which shall have similar provisions to such Non-Serviced Mortgage Loan Pooling
and Servicing Agreement to the extent set forth in the related Non-Serviced Mortgage Loan Intercreditor Agreement, and such transfer
shall be subject to the delivery by the Master Servicer of a Rating Agency Communication to each Rating Agency.


 


Section 8.2     Fidelity
Bond and Errors and Omissions Insurance Policy Maintained by the Master Servicer. The Master Servicer, at its expense, shall
maintain in effect a Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance Policy. The Servicer Errors and Omissions
Insurance Policy and Servicer Fidelity Bond shall be issued by a Qualified Insurer (unless the Master Servicer self-insures as
provided below) and be in form and amount consistent with the Servicing Standard. If any such Servicer Errors and Omissions Insurance
Policy or Servicer Fidelity Bond ceases to be in effect, then the Master Servicer shall obtain a comparable replacement policy
or bond from an insurer or issuer meeting the requirements set forth above as of the date of such replacement. So long as the
long-term debt obligation or deposit account rating of the Master Servicer is not less than “A3” as rated by Moody’s
and not less than “A-” as rated by Fitch (or an A.M. Best equivalent), the Master Servicer may self-insure for the
Servicer Fidelity Bond and the Servicer Errors and Omissions Insurance Policy.


 


Section 8.3     Master
Servicer’s General Power and Duties.


 


(a)          The
Master Servicer shall (except as otherwise expressly set forth herein to the contrary) service and administer the Mortgage Loans
and shall, subject to Sections 8.7, 8.18, 8.19, 8.27 and 10.3 and Article XII hereof
and as otherwise provided herein and by the Code, have full power and authority to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration in accordance with the Servicing Standard (in the case of any
A/B Whole Loan and any Loan Pair, subject to the applicable Intercreditor Agreement and, in the case of any Non-Serviced Mortgage
Loan, subject to the servicing of such Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master Servicer
and the applicable Non-Serviced Mortgage Loan Special Servicer, as


 



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applicable).
To the extent consistent with the foregoing and subject to any express limitations and provisions set forth in this Agreement
(and, in the case of any A/B Whole Loan and any Loan Pair, subject to the applicable Intercreditor Agreement and, in the case
of any Non-Serviced Mortgage Loan, subject to the servicing of such Non-Serviced Mortgage Loan by the applicable Non-Serviced
Mortgage Loan Master Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer, as applicable), including Section
10.3, such power and authority shall include, without limitation, any right to process Major Decisions and Special Servicer
Decisions as mutually agreed between the Master Servicer and the Special Servicer pursuant to the terms hereof (or with respect
to clause (b)(i) and (ii) of the definition of “Special Servicer Decision”, which the Master Servicer
shall process), the right, subject to the terms hereof, to perform the following actions: (A) to execute and deliver, on behalf
of the Certificateholders (and in connection with any Serviced B Note, the holder of the Serviced B Note and, in connection with
any Loan Pair, the holder of the Serviced Companion Loan and any related Serviced B Note) and the Trustee, customary consents
or waivers and other instruments and documents (including, without limitation, estoppel certificates, financing statements, continuation
statements, title endorsements and reports and other documents and instruments necessary to preserve and maintain the lien on
the related Mortgaged Property and related collateral), (B) to consent to assignments and assumptions or substitutions, and transfers
of interest of any Mortgagor, in each case subject to and in accordance with the terms of the related Mortgage Loan and Section
8.7, (C) to collect any Insurance Proceeds, (D) subject to Section 8.7, to consent to any subordinate financings to
be secured by any related Mortgaged Property to the extent that such consent is required pursuant to the terms of the related
Mortgage or which otherwise is required, and subject to Section 8.7, to consent to any mezzanine debt to the extent such
consent is required pursuant to the terms of the related Mortgage, (E) to consent to the application of any proceeds of insurance
policies or condemnation awards to the restoration of the related Mortgaged Property or otherwise and to administer and monitor
the application of such proceeds and awards in accordance with the terms of the Mortgage Loan as the Master Servicer deems reasonable
under the circumstances, (F) to execute and deliver, on behalf of the Certificateholders (and the holders of any Serviced B Note
and Serviced Companion Loan) and the Trustee, documents relating to the management, operation, maintenance, repair, leasing and
marketing of the related Mortgaged Properties, including agreements and requests by the Mortgagor with respect to modifications
of the standards of operation and management of the Mortgaged Properties or the replacement of asset managers, (G) to consent
to any operation or action under a Mortgage Loan that is contemplated or permitted under a Mortgage or other documents evidencing
or securing the applicable Mortgage Loan (either as a matter of right or upon satisfaction of specified conditions), (H) to obtain,
release, waive or modify any term other than a Money Term of a Mortgage Loan and related documents subject to and to the extent
permitted by Section 8.18, (I) to exercise all rights, powers and privileges granted or provided to the holder of the Mortgage
Notes, any Serviced Companion Loan and any Serviced B Note under the terms of the Mortgage, including all rights of consent or
approval thereunder, subject to Sections 8.7 and 8.18 of this Agreement, (J) to enter into lease subordination agreements,
non-disturbance and attornment agreements or other leasing or rental arrangements which may be requested by the Mortgagor or the
Mortgagor’s tenants, (K) to join the Mortgagor in granting, modifying or releasing any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties to the extent
such does not adversely affect the value of the related


 



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Mortgage
Loan or Mortgaged Property, (L) to execute and deliver, on behalf of itself, the Trustee, the Trust (and the holders of any Serviced
B Note and Serviced Companion Loan) or any of them, any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged
Properties, and (M) to hold in accordance with the terms of any Mortgage Loan and this Agreement, Defeasance Collateral. The foregoing
clauses (A) through (M) are referred to collectively as “Master Servicer Consent Matters.” Notwithstanding
the above, the Master Servicer shall have no power to (i) waive any Prepayment Premiums, (ii) consent to any modification of a
Money Term of a Mortgage Loan or (iii) to exercise such rights or take any of the foregoing actions in violation of Section
10.3 or the terms and conditions of any related Intercreditor Agreement, or otherwise in contravention of the Controlling
Class Representative’s or any related Loan-Specific Directing Holder’s, as applicable, rights to consent to or consult
in respect of any such matters pursuant to this Agreement (subject to the Master Servicer’s duty to service in accordance
with the Servicing Standard). Nothing contained in this Agreement shall limit the ability of the Master Servicer or the Special
Servicer to lend money to (to the extent not secured, in whole or in part, by any Mortgaged Property), accept deposits from and
otherwise generally engage in any kind of business or dealings with any Mortgagor as though the Master Servicer or the Special
Servicer, as applicable, was not a party to this Agreement or to the transactions contemplated hereby; provided, that this
sentence shall not modify the Servicing Standard.


 


(b)          The
Master Servicer shall not service or  administer any Mortgage Loan if it has become and continues to be a Specially
Serviced Mortgage Loan, nor shall it be obligated to process Major Decisions or Special Servicer Decisions with respect to
Non-Specially Serviced Mortgage Loans, in each case, except as specifically provided herein. The Master Servicer shall be
required to make all calculations and prepare all reports required hereunder with respect to Specially Serviced Mortgage
Loans (other than calculations and reports expressly required to be made by the Special Servicer hereunder) as if no
Servicing Transfer Event had occurred and shall continue to collect all Scheduled Payments, make Advances as set forth herein
and render such incidental services with respect to Specially Serviced Mortgage Loans, all as are specifically provided for
herein, but shall have no other servicing or other duties with respect to Specially Serviced Mortgage Loans. Notwithstanding
the foregoing, the Master Servicer shall not be liable for its failure to make the calculations or prepare the reports
required pursuant to the immediately preceding sentence with respect to any Specially Serviced Mortgage Loan if such failure
is directly caused by the Special Servicer’s failure to provide the Master Servicer with the information that it is
required to deliver to the Master Servicer pursuant to Section 9.32(a). The Master Servicer shall give notice within
three (3) Business Days to the Special Servicer of any collections it receives from any Specially Serviced Mortgage Loans,
subject to changes agreed upon from time to time by the Special Servicer and the Master Servicer. The Special Servicer shall
instruct the Master Servicer within two (2) Business Days after receiving such notice on how to apply such funds. The Master
Servicer within one (1) Business Day after receiving such instructions shall apply such funds in accordance with the
Special Servicer’s instructions. Each Mortgage Loan if it becomes a Specially Serviced Mortgage Loan shall continue as
such until it becomes a Rehabilitated Mortgage Loan. The Master Servicer shall not be required to initiate
extraordinary collection procedures or legal proceedings with respect to any Mortgage Loan or to undertake any
pre-foreclosure procedures.


 



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(c)          Concurrently
with the execution of this Agreement, the Trustee shall sign a Power of Attorney substantially in the form attached hereto as Exhibit
O-1 (or such other form as mutually agreed to by the Trustee and the Master Servicer). From time to time until the termination
of the Trust, upon written request from a Servicing Officer for additional powers of attorney from the Trustee to the Master Servicer,
the Trustee shall execute and return to the Master Servicer any additional powers of attorney, substantially in the form of Exhibit
O-1 (or such other form as mutually agreed to by the Trustee and the Master Servicer) and other documents necessary or appropriate
to enable the Master Servicer to service and administer the Mortgage Loans including, without limitation, documents relating to
the management, operation, maintenance, repair, leasing or marketing of the Mortgaged Properties. The Master Servicer shall indemnify
the Trustee for any costs, liabilities and expenses (including attorneys’ fees) incurred by the Trustee in connection with
the intentional or negligent misuse of such power of attorney by the Master Servicer. Notwithstanding anything contained herein
to the contrary, but subject to Section 9.34 herein, the Master Servicer 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
representative capacity, or (ii) knowingly take any action that causes the Trustee to be registered to do business in any state,
provided that the preceding clause (i) shall not apply to the initiation of actions relating to a Mortgage Loan that
the Master Servicer is servicing pursuant to its respective duties herein (in which case the Master Servicer shall give prompt
prior notice to the Trustee of the initiation of such action). The limitations of the preceding clause shall not be construed to
limit any duty or obligation imposed on the Trustee under any other provision of this Agreement. If the Master Servicer receives
any notice of a suit, litigation or proceeding in the name of Wells Fargo Bank, National Association, either individually (with
respect to the Certificates or the transactions contemplated by this Agreement) or in its capacity as Trustee, then the Master
Servicer shall promptly forward a copy of same to the Trustee.


 


(d)          The
Master Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments
(including servicing fees, special servicing fees, workout fees and liquidation fees) called for under the terms and provisions
of the applicable Mortgage Loans (other than Specially Serviced Mortgage Loans or REO Properties); provided, that with respect
to any Non-Serviced Mortgage Loan, such payments shall be collected from the related Non-Serviced Mortgage Loan Master Servicer
or Non-Serviced Mortgage Loan Special Servicer, as applicable.


 


(e)          The
Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) constituting Escrow Amounts separate and apart from any of its own funds and general assets and shall establish
and maintain one or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Amounts
shall be deposited within one (1) Business Day after receipt. Each Escrow Account shall be an Eligible Account, to the extent permitted
under the related Mortgage Loan documents. The Master Servicer shall also deposit into each Escrow Account any amounts representing
losses on Eligible Investments pursuant to the immediately succeeding paragraph and any Insurance Proceeds or Liquidation Proceeds
which are required to be applied to the restoration or repair of any Mortgaged Property pursuant to the related Mortgage Loan.
Each Escrow Account shall be maintained in accordance with the requirements


 






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of the related Mortgage Loan and in accordance with
the Servicing Standard. Withdrawals from an Escrow Account may be made only for the following purposes (in no order of priority):


 


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


 


(ii)          to
transfer funds to the Collection Account (or any sub-account thereof) to reimburse the Master Servicer for any Advance (or the
Trust for any Unliquidated Advance) relating to Escrow Amounts, but only from amounts received with respect to the related Mortgage
Loan which represent late collections of Escrow Amounts thereunder;


 


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


 


(iv)         to
clear and terminate such Escrow Account upon the termination of this Agreement or pay-off of the related Mortgage Loan;


 


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


 


(vi)         to
remove any funds deposited in an Escrow Account that were not required to be deposited therein or to refund amounts to the Mortgagors
determined to be overages.


 


Subject to the immediately
succeeding sentence, (i) the Master Servicer may direct any depository institution or trust company in which the Escrow Accounts
are maintained to invest the funds held therein in one or more Eligible Investments; provided, that such funds shall be
either (x) immediately available or (y) available in accordance with a schedule which will permit the Master Servicer to meet the
payment obligations for which the Escrow Account was established; (ii) the Master Servicer shall be entitled to all income and
gain realized from any such investment of funds as additional servicing compensation; and (iii) the Master Servicer shall deposit
from its own funds in the applicable Escrow Account the amount of any loss incurred in respect of any such investment of funds
immediately upon the realization of such loss; provided, that unless otherwise set forth in the related Mortgage Loan documents,
such investment losses shall not include any loss with respect to such investment which is incurred solely as a result of the insolvency
of the federal or state chartered depositary institution or trust company at which such Investment Account is maintained, so long
as such depositary institution or trust company (a) satisfied the qualifications set forth in the definition of “Eligible
Account” both at the time such investment was made and as of a date not more than thirty (30) days prior to the date of such
loss and (b) is not the Person or an Affiliate thereof that made the relevant investment. The Master Servicer shall not direct
the investment of funds held in any Escrow Account and retain the income and gain realized therefrom if the terms of the related
Mortgage Loan or applicable law permit the Mortgagor to be entitled to the income and gain realized from the investment of funds
deposited therein, and the Master Servicer shall not be required to invest


 






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amounts on deposit in Escrow Accounts in Eligible Investments
or deposit such amounts in Eligible Accounts to the extent that the Master Servicer is required by either law or under the terms
of any related Mortgage Loan to deposit or invest (or the Mortgagor is entitled to direct the deposit or investment of) such amounts
in another type of investments or accounts. If the Master Servicer is not entitled to direct the investment of such funds, then:
(1) the Master Servicer shall direct the depository institution or trust company in which such Escrow Accounts are maintained to
invest the funds held therein in accordance with the Mortgagor’s written investment instructions, if the terms of the related
Mortgage Loan or applicable law require the Master Servicer to invest such funds in accordance with the Mortgagor’s directions;
and (2) in the absence of appropriate written instructions from the Mortgagor, the Master Servicer shall have no obligation to
direct the investment of such funds; provided, that if such funds shall be either (y) immediately available or (z) available
in accordance with a schedule which will permit the Master Servicer to meet the payment obligations for which the Escrow Account
was established, then the Master Servicer shall have no liability for any loss in investments of such funds that are invested pursuant
to written instructions from the Mortgagor.


 


(f)          The
relationship of each of the Master Servicer and the Special Servicer to the Trustee, the Certificate Administrator and the Custodian
and to each other under this Agreement is intended by the parties to be that of an independent contractor and not of a joint venturer,
partner or agent.


 


(g)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), if required by the terms of the related Mortgage Loan
documents, any Lock-Box Agreement or similar agreement, the Master Servicer shall establish and maintain, in accordance with the
Servicing Standard, one or more lock-box, cash management or similar accounts (“Lock-Box Accounts”) to be held
outside the Trust and maintained by the Master Servicer in accordance with the terms of the related Mortgage. No Lock-Box Account
is required to be an Eligible Account, unless otherwise required pursuant to the related Mortgage Loan documents. The Master Servicer
shall apply the funds deposited in such accounts in accordance with terms of the related Mortgage Loan documents, any Lock-Box
Agreement and in accordance with the Servicing Standard.


 


(h)          Subject
to Section 8.18, the Master Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage
Loan), Serviced B Notes and Serviced Companion Loans in accordance with the terms of the related Mortgage Loan documents, and shall
be entitled to any defeasance fees paid relating thereto (provided, that for the avoidance of doubt, any such defeasance
fee shall not include any Modification Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled
to under this Agreement). The Master Servicer shall not permit defeasance (or partial defeasance if permitted under the related
Mortgage Loan documents) of any Mortgage Loan on or before the second (2nd) anniversary of the Closing Date, or in the
case of a Serviced Companion Loan the second (2nd) anniversary of the startup date of any REMIC holding such Serviced
Companion Loan, unless such defeasance will not result in an Adverse REMIC Event (or in the case of a Serviced Companion Loan an
adverse REMIC event for any REMIC holding such Serviced Companion Loan) and the Master Servicer has received an Opinion of Counsel
to such effect (which Opinion of Counsel, to the extent not inconsistent with the related Mortgage Loan documents, shall be paid
for by the related Mortgagor) and all items in the following sentence have been satisfied.


 






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Subsequent to the second (2nd)
anniversary of the Closing Date, or in the case of a Serviced Companion Loan the second (2nd) anniversary of the startup
date of any REMIC holding such Serviced Companion Loan, the Master Servicer, in connection with the defeasance of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), a Serviced B Note or a Serviced Companion Loan shall (to the extent it is not inconsistent
with the Servicing Standard): (i) require that the defeasance collateral consists of Government Securities that are acceptable
as defeasance collateral under the current guidelines of the Rating Agencies, (ii) determine that the defeasance will not result
in an Adverse REMIC Event (or in the case of a Serviced Companion Loan an adverse REMIC event for any REMIC holding such Serviced
Companion Loan), (iii) either (A) require that the related Mortgagor designate a Single-Purpose Entity to own the Defeasance Collateral
(subject to customary qualifications) or (B) establish a Single-Purpose Entity to hold all Defeasance Collateral relating to the
Defeasance Loans, (iv) request and receive from the Mortgagor (A) an opinion of counsel that the Trustee will have a perfected,
first priority security interest in such Defeasance Collateral and (B) written confirmation from a firm of independent accountants
stating that payments made on such Defeasance Collateral in accordance with the terms thereof will be sufficient to pay the subject
Mortgage Loan, and if applicable the related Serviced B Note and/or Serviced Companion Loan, (or the defeased portion thereof in
connection with a partial defeasance) in full on or before its Maturity Date (or, in the case of an ARD Loan, on or before its
Anticipated Repayment Date) and to timely pay each subsequent Scheduled Payment and (v) provide a Rating Agency Communication to
each Rating Agency. Any customary and reasonable out-of-pocket expense incurred by the Master Servicer pursuant to this Section
8.3(h) shall be paid by the Mortgagor of the Defeasance Loan pursuant to the related Mortgage, Mortgage Note or other pertinent
document, if so allowed by the terms of such documents. Notwithstanding anything herein or in the related Mortgage Loan documents
to the contrary (but subject to Section 8.18), the Master Servicer may accept as Defeasance Collateral Government Securities
that are rated below “AAA” (or its equivalent) by any NRSRO notwithstanding any requirements in the related Mortgage
Loan documents that require such Defeasance Collateral to be rated “AAA” (or its equivalent) by the applicable NRSROs;
provided, that, in any case, the Master Servicer has received an Opinion of Counsel that acceptance of such Defeasance Collateral
will not cause an Adverse REMIC Event (which Opinion of Counsel, to the extent not inconsistent with the related Mortgage Loan
documents, shall be paid for by the related Mortgagor).


 


The parties hereto acknowledge
that if the payments described in paragraph 32 of Exhibit 2 to the Mortgage Loan Purchase Agreements regarding the obligation of
a Mortgagor to pay the reasonable costs and expenses associated with a defeasance of the related Mortgage Loan are insufficient
to reimburse the Trust, including, but not limited to, rating agency fees, then the sole obligation of the related Seller shall
be to pay an amount equal to such insufficiency or expense to the extent the related Mortgagor is not required to pay such amount.
If any amount is due under the preceding sentence for any Joint Mortgage Loan, then each of the applicable Sellers shall be required
to pay only such party’s pro rate share. Promptly upon receipt of notice of such insufficiency or unpaid expense, the Master
Servicer shall request the related Seller to make such payment by deposit to the Collection Account.


 


In the case of a Specially
Serviced Mortgage Loan, the Master Servicer shall process any defeasance of such Specially Serviced Mortgage Loan in accordance
with the original terms of the respective Mortgage Loan documents, subject to the Special Servicer’s right


 






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to service Specially
Serviced Mortgage Loans, manage any related REO Properties and process Major Decisions and Special Servicer Decisions pursuant
to Section 9.1(a) herein.


 


Notwithstanding the foregoing,
with respect to each MSMCH Loan subject to defeasance, MSMCH has retained the right of the lender under the Mortgage Loan documents
to receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate and establish
the successor borrower and to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral,
in each case if there is a defeasance of such Mortgage Loan (“MSMCH Seller Defeasance Rights and Obligations”).
If the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan originated or acquired by MSMCH
and subject to defeasance, the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request
to MSMCH or its assignee. Until such time as MSMCH provides written notice to the contrary, notice of a defeasance of a Mortgage
Loan with MSMCH Defeasance Rights and Obligations shall be delivered to MSMCH pursuant to Section 14.5 of this Agreement.
In addition, to the extent the Master Servicer receives any amount in respect of MSMCH Seller Defeasance Rights and Obligations
that is required to be remitted to MSMCH pursuant to the related defeasance documents, the Master Servicer shall remit such amounts
to MSMCH pursuant to the terms of the defeasance documents.


 


Notwithstanding the foregoing,
BANA has retained the right of the lender under the Mortgage Loan documents with respect to the BANA Loans to receive a percentage
of the economic benefit associated with the ownership of the successor borrower, and the right to designate and establish the successor
borrower and to purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral, if there
is a defeasance of a BANA Loan (“BANA Lender Successor Borrower Right”). If the Master Servicer receives notice
of a defeasance request with respect to a BANA Loan subject to defeasance, the Master Servicer shall provide upon receipt of such
notice, written notice of such defeasance request to BANA or its assignee. Until such time as BANA provides written notice to the
contrary, notice of a defeasance of a BANA Loan with a BANA Lender Successor Borrower Right shall be delivered to BANA pursuant
to Section 14.5 of this Agreement. In addition, to the extent that the Master Servicer receives any amount in respect of
a BANA Lender Successor Borrower Right that is required to be remitted to BANA pursuant to the related defeasance documents, the
Master Servicer shall remit such amounts to BANA pursuant to the terms of the defeasance documents.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans originated or acquired by UBSRES and subject to defeasance, to the extent UBSRES is permitted
under the related Mortgage Loan documents, UBSRES has retained the right to designate and establish the successor borrower and
to purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral (“UBSRES Seller
Defeasance Rights and Obligations”). If the Master Servicer receives notice of a defeasance request with respect to a
Mortgage Loan originated or acquired by UBSRES and subject to defeasance, the Master Servicer shall provide upon receipt of such
notice, written notice of such defeasance request to UBSRES or its assignee. Until such time as UBSRES provides written notice
to the contrary, notice of a defeasance of a Mortgage Loan with UBSRES Defeasance Rights and Obligations shall be delivered to
UBSRES pursuant to the notice provisions of this Agreement. In addition, to the extent that the Master Servicer receives any amount
in respect of a UBSRES Defeasance Rights


 






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and Obligations that is required to be remitted to UBSRES pursuant to the related defeasance
documents, the Master Servicer shall remit such amounts to UBSRES pursuant to the terms of the defeasance documents.


 


(i)          The
Master Servicer shall, as to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) set forth on Schedule V hereto,
each of which is secured by the interest of the related Mortgagor under a ground lease, Space Lease or air rights lease, promptly
(and, in any event, within forty-five (45) days) after the Closing Date (or, if later, ten (10) Business Days after its receipt
of a copy of the related ground lease, Space Lease or air rights lease) notify the related lessor of the transfer of such Mortgage
Loan to the Trust pursuant to this Agreement and inform such lessor that any notices of default under the related ground lease,
Space Lease or air rights lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall promptly forward
such notices of default to the Special Servicer.


 


(j)          Subject
to the rights of the Applicable Control Party set forth in this Agreement, (A) the Master Servicer shall be entitled (other than
with respect to Non-Serviced Mortgage Loans and subject to the right of the Special Servicer to process Major Decisions and (except
as contemplated by the second proviso to the definition thereof) Special Servicer Decisions with respect to Non-Specially Serviced
Mortgage Loans), during any period when (i) the A Note and Serviced B Note under any A/B Whole Loan, (ii) the Serviced Pari Passu
Mortgage Loan and Serviced Companion Loan and any Serviced B Note under any Loan Pair, and (iii) any Mortgage Loan with any related
mezzanine loan, does not constitute a Specially Serviced Mortgage Loan, and (B) the Special Servicer shall be entitled (other than
with respect to Non-Serviced Mortgage Loans), during any period when the notes or other obligations listed in clauses (A)(i) through
(iii) above constitute Specially Serviced Mortgage Loans, to exercise the rights and powers granted under the related Intercreditor
Agreement or mezzanine loan intercreditor agreement to the “Controlling Note Holder”, “Note A Holder”,
the “Note A Controlling Holder”, the “Senior Lender”, the “Senior Loan Controlling Holder”,
or such other similar term as may be set forth in any such Intercreditor Agreement or mezzanine loan intercreditor agreement, as
applicable, and/or the “Servicer” referred to therein. For the avoidance of doubt, the parties acknowledge that neither
the Master Servicer nor the Special Servicer shall be entitled or required to exercise the rights and powers granted to any Loan-Specific
Directing Holder or to any “Note B Holder” or such other analogous term as may be set forth in any such Intercreditor
Agreement.


 


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


 






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Serviced Mortgage Loans) under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related
Non-Serviced Mortgage Loan Intercreditor Agreement. The Master Servicer shall take such actions as it shall deem reasonably necessary
to facilitate the servicing of any Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master Servicer and
the applicable Non-Serviced Mortgage Loan Special Servicer including, but not limited to, delivering appropriate Requests for Release
to the Custodian in order to deliver any portion of the related Mortgage File to the applicable Non-Serviced Mortgage Loan Master
Servicer or applicable Non-Serviced Mortgage Loan Special Servicer under the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement.


 


Section 8.4     Sub-Servicing.


 


(a)          The
Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any
sub-servicer appointed by it. Other than with respect to the agreements with any other sub-servicer (including the Seller Sub-Servicer)
under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any
arrangement or agreement between the Master Servicer and a sub-servicer shall provide that such agreement or arrangement may be
terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated
in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders,
the holder of any Serviced Companion Loan or the holder of any Serviced B Note shall have any direct obligation or liability (including,
without limitation, indemnification obligations) with respect to any sub-servicer. The Master Servicer shall be solely responsible
for the payment of compensation to any sub-servicer appointed by it. The Master Servicer shall pay the costs of enforcement against
any of its sub-servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such
enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from
a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed. Notwithstanding
the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions of this Agreement relating
to agreements or arrangements between the Master Servicer or a sub-servicer, or reference to actions taken through a sub-servicer
or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the
Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans,
the Serviced Companion Loans and the Serviced B Notes in accordance with (and subject to the limitations contained within) the
provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a sub-servicer
and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering
such Mortgage Loans, Serviced Companion Loans and Serviced B Notes, as applicable. No sub-servicer shall be permitted under any
subservicing agreement to make any Major Decision or Special Servicer Decision unless the Master Servicer and the Special Servicer
have mutually agreed that the Master Servicer shall process such decision in accordance with this Agreement, in which case, such
subservicer shall only be permitted to make any Major Decision or Special Servicer Decision under the related subservicing agreement
with the consent of the Master Servicer, whose consent will be subject to the consent of the Special Servicer to the extent provided
in accordance with the terms of this Agreement.


 






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(b)          Subject
to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any portion
of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that, after the Closing
Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion
Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Master Servicer shall
not enter into a sub-servicing agreement with any Prohibited Party.


 


(c)          Notwithstanding
anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer
to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so
long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an
Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange
Act, the failure of such Sub-Servicer
to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and
servicing agreement relating to any commercial mortgage loan securitization or (iii) the status
of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange
Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence
of which any of the Master Servicer (with respect to any Sub-Servicer engaged by it), the Special Servicer (with respect to any
Sub-Servicer engaged by it) or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination
shall be deemed for cause.


 


Section 8.5     Master
Servicer May Own Certificates. The Master Servicer and any agent of the Master Servicer in its individual or any other capacity
may become the owner or pledgee of Certificates with the same rights it would have if it were not the Master Servicer or such
agent. Any such interest of the Master Servicer or such agent in the Certificates shall not be taken into account when evaluating
whether actions of the Master Servicer are consistent with its obligations in accordance with the Servicing Standard regardless
of whether such actions may have the effect of benefiting the Class or Classes of Certificates owned by the Master Servicer.


 


Section 8.6     Maintenance
of Hazard Insurance, Other Insurance, Taxes and Other. Subject to the limitations set forth below, the Master Servicer shall
use reasonable efforts consistent with the Servicing Standard to cause the related Mortgagor to maintain for each Mortgage Loan
(other than any REO Mortgage Loans and any Non-Serviced Mortgage Loans) (A) a Standard Hazard Insurance Policy (that, if the terms
of the related Mortgage Loan documents and the related Mortgage so require or so permit the holder of such Mortgage Loan to require,
contains no exclusion for damages due to any Act or Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002)
and which does not provide for reduction due to depreciation in an amount that is at least equal to the lesser of (i) the full
replacement cost of improvements securing such Mortgage Loan or (ii) the outstanding Unpaid Principal Balance of such Mortgage
Loan and any related Serviced B Note and/or Serviced Companion Loan, but, in any event, in an amount sufficient to avoid the application
of any co-insurance clause and (B) any other insurance coverage for such Mortgage Loan which the related Mortgagor is required
to maintain under the related Mortgage. If the related Mortgagor does not maintain the insurance set forth in clauses (A)
and (B) above, then the Master Servicer shall cause such


 






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insurance to be maintained with a Qualified Insurer, provided
the Master Servicer shall not be required to maintain earthquake insurance on any Mortgaged Property unless (x) such insurance
was required at origination and is available at commercially reasonable rates and (y) the Trustee has an insurable interest. The
Master Servicer shall be deemed to have satisfied its obligations with respect to clause (A) above if the Mortgagor maintains,
or the Master Servicer shall have otherwise caused to be obtained, a Standard Hazard Insurance Policy that is in compliance with
the related Mortgage Loan documents, and, if required by such Mortgage Loan documents or if such Mortgage Loan documents permit
the holder of such Mortgage Loan to require, the Mortgagor pays, or the Master Servicer shall have otherwise caused to be paid,
the premium required by the related insurance provider that is necessary to avoid an exclusion in such policy against “acts
of terrorism” as defined by the Terrorism Risk Insurance Act of 2002.


 


Each Standard Hazard Insurance
Policy maintained with respect to any Mortgaged Property that is not an REO Property shall contain, or have an accompanying endorsement
that contains, a standard mortgagee clause. If the improvements on the Mortgaged Property are located in a designated special flood
hazard area by the Federal Emergency Management Agency in the Federal Register, as amended from time to time (to the extent permitted
under the related Mortgage Loan documents or as required by law), the Master Servicer (with respect to any Mortgaged Property that
is not an REO Property) shall, consistent with the Servicing Standard, cause flood insurance to be maintained. Such flood insurance
shall be in an amount equal to the lesser of (i) the Unpaid Principal Balance of the related Mortgage Loan, Loan Pair or A/B Whole
Loan, as applicable, or (ii) the maximum amount of such insurance available for the related Mortgaged Property under the national
flood insurance program, if the area in which the improvements on the Mortgaged Property are located is participating in such program.
Any amounts collected by the Master Servicer under any such policies (other than amounts to be applied to the restoration or repair
of the related Mortgaged Property or property thus acquired or amounts released to the Mortgagor in accordance with the terms of
the applicable Mortgage Loan documents) shall be deposited in the Collection Account.


 


Any cost (such as insurance
premiums and insurance broker fees but not internal costs and expenses of obtaining such insurance) incurred by the Master Servicer
in maintaining any insurance pursuant to this Section 8.6 shall not, for the purpose of calculating monthly distributions
to the Certificateholders or remittances to the Certificate Administrator for their benefit, be added to the principal balance
of the related Mortgage Loan, notwithstanding that the terms of the related Mortgage Loan documents permit such cost to be added
to the outstanding principal balance thereof. Such costs shall be paid as a Servicing Advance by the Master Servicer, subject to
Section 4.4 hereof.


 


Notwithstanding the above,
the Master Servicer shall have no obligation beyond using its reasonable efforts consistent with the Servicing Standard to enforce
such insurance requirements. Furthermore, the Master Servicer shall not be required in any event to cause the Mortgagor to maintain
or itself obtain insurance coverage (i) beyond what is available on commercially reasonable terms at a cost customarily acceptable
(in each case, as determined by the Master Servicer, which shall be entitled to rely, at its sole expense, on insurance consultants
in making such determination, consistent with the Servicing Standard) and consistent with the Servicing Standard or (ii) in the
case of the Master Servicer obtaining such insurance, if the Trustee does not have an insurable interest; provided that
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to cause the Mortgagor to maintain or itself obtain insurance against property damage resulting
from terrorism or similar acts if the terms of the related Mortgage Loan documents and the related Mortgage so require unless the
Special Servicer determines, subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement,
that the failure to maintain such insurance would constitute an Acceptable Insurance Default (based on information and documents
provided by the Master Servicer as reasonably requested by the Special Servicer). The Master Servicer shall notify the holder of
the related Serviced Companion Loan and any related Serviced B Note of any determination that it makes pursuant to the proviso
to the prior sentence with respect to any Serviced Pari Passu Mortgage Loan.


 


The Master Servicer shall
conclusively be deemed to have satisfied its obligations as set forth in this Section 8.6 either (i) if the Master Servicer
shall have obtained and maintained a master force placed or blanket insurance policy insuring against hazard losses on all of the
applicable Mortgage Loans (other than a Non-Serviced Mortgage Loan), any Serviced Companion Loan and any Serviced B Note serviced
by it, it being understood and agreed that such policy may contain a deductible clause on terms substantially equivalent to those
commercially available and maintained by comparable servicers consistent with the Servicing Standard, and provided that
such policy is issued by a Qualified Insurer or (ii) if the Master Servicer, for so long as its long-term debt obligations or deposit
accounts rating is not less than “A3” as rated by Moody’s and not less than “A-” as rated by Fitch,
self-insures for its obligations as set forth in the first paragraph of this Section 8.6. If the Master Servicer shall cause
any Mortgage Loan to be covered by such a master force placed or blanket insurance policy, the incremental cost of such insurance
allocable to such Mortgage Loan (i.e., other than any minimum or standby premium payable for such policy whether or not
any Mortgage Loan is then covered thereby), if not borne by the related Mortgagor, shall be paid by the Master Servicer as a Servicing
Advance. If such policy contains a deductible clause, the Master Servicer shall, if there shall not have been maintained on the
related Mortgaged Property a policy complying with this Section 8.6 and there shall have been a loss that would have been
covered by such policy, deposit in the Collection Account the amount not otherwise payable under such master force placed or blanket
insurance policy because of such deductible clause to the extent that such deductible exceeds (i) the deductible under the related
Mortgage Loan documents or (ii) if there is no deductible limitation required under such Mortgage Loan documents, the deductible
amount with respect to insurance policies generally available on properties similar to the related Mortgaged Property which is
consistent with the Servicing Standard, and deliver to the Trustee an Officer’s Certificate describing the calculation of
such amount. In connection with its activities as administrator and servicer of the Mortgage Loans, any Serviced Companion Loan
and any Serviced B Note, the Master Servicer agrees to present, on its behalf and on behalf of the Trustee and the holders of any
Serviced Companion Loan or any Serviced B Note, claims under any such master force placed or blanket insurance policy.


 


With respect to each Mortgage
Loan (other than any Non-Serviced Mortgage Loan), the Master Servicer shall maintain accurate records with respect to each related
Mortgaged Property reflecting the status of taxes, assessments and other similar items that are or may become a lien on the related
Mortgaged Property and the status of insurance premiums payable with respect thereto. From time to time, the Master Servicer (other
than with respect to any REO Mortgage Loan, REO Serviced B Note or Non-Serviced Mortgage Loan) shall (i) obtain all bills for the
payment of such items (including renewal premiums), and (ii) except in


 






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the case of Mortgage Loans under which Escrow Amounts are
not held by the Master Servicer, effect payment of all such bills, taxes and other assessments with respect to such Mortgaged Properties
prior to the applicable penalty or termination date, in each case employing for such purpose Escrow Amounts as allowed under the
terms of the related Mortgage Loan documents. If a Mortgagor fails to make any such payment on a timely basis or collections from
the Mortgagor are insufficient to pay any such item before the applicable penalty or termination date, the Master Servicer in accordance
with the Servicing Standard shall use its reasonable efforts to pay as a Servicing Advance the amount necessary to effect the payment
of any such item prior to such penalty or termination date, subject to Section 4.4 hereof. No costs incurred by the Master
Servicer or the Trustee as the case may be, in effecting the payment of taxes and assessments on the Mortgaged Properties and related
insurance premiums and ground rents shall, for the purpose of calculating distributions to Certificateholders, be added to the
principal balance of the Mortgage Loans, notwithstanding that the terms of the related Mortgage Loan documents permit such costs
to be added to the outstanding principal balances thereof.


 


Section 8.7     Enforcement
of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause.


 


(a)          If
the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced
Companion Loan or Serviced B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly
permits, subject to any conditions set forth in the related Mortgage Loan documents, the assignment of the related Mortgaged Property
to, and assumption of such Mortgage Loan, Serviced Companion Loan or Serviced B Note by, another Person, then the Master Servicer
shall promptly forward such request to the Special Servicer, together with any information in the possession of the Master Servicer
that is reasonably necessary for the Special Servicer to make a decision with respect thereto. For the purpose of the foregoing
sentence, the term “expressly permits” shall include outright permission to assign, permission to assign upon satisfaction
of certain conditions or prohibition against assignment except upon the satisfaction of stated conditions, in each case without
lender discretion. In addition, if any Mortgage Loan, Serviced Companion Loan or Serviced B Note, in each case that is not a Specially
Serviced Mortgage Loan, or a Non-Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause,
which by its terms (i) provides that it 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 ownership interest in the related Mortgagor, or (ii) provides
that it may not be assumed, or ownership interests in the related Mortgagor may not be transferred, without the consent of the
related mortgagee in connection with any such sale or other transfer, then, upon the request of the related Mortgagor or other
appropriate party or a potential or actual breach of such “due-on-sale” clause, the Master Servicer shall promptly
forward such request to the Special Servicer, together with any information in the possession of the Master Servicer that is reasonably
necessary for the Special Servicer to make a decision with respect thereto.


 


Subject to Section 10.3
and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with the Servicing
Standard (and, with respect to any such request that constitutes a Major Decision or Special Servicer Decision, while directly
processing such request), grant or withhold consent to any such request for such assignment and assumption in accordance with the
terms of the related Mortgage Loan, Serviced


 






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Companion Loan or Serviced B Note and this Agreement, or to any such waiver of a due-on-sale
clause. With respect to any such request processed by the Master Servicer in accordance with Section 8.7(f) involving a
Major Decision or Special Servicer Decision, (x) if the Master Servicer is recommending approval, the Master Servicer shall obtain
the consent of the Special Servicer and such consent of the Special Servicer shall be deemed given if not denied within the period
contemplated by Section 10.3, (y) the Master Servicer shall act accordingly and shall not permit any such assignment or
assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or such
consent has been deemed to have been granted as set forth in the preceding clause (x), and (ii) with respect to any A/B
Whole Loan or Loan Pair, the Master Servicer has obtained the approval of the holder of the related Serviced B Note or Serviced
Companion Loan, as applicable, to the extent provided for in the related Intercreditor Agreement, and in accordance with any procedures
therefor set forth in Section 10.13 and (z) if the Special Servicer withholds consent pursuant to the provisions of this
Agreement, it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning
and analysis.


 


The Special Servicer (upon
deciding to grant consent (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement)
to any proposed assignment and assumption) or, with respect to any request that does not constitute a Major Decision or Special
Servicer Decision or as otherwise contemplated by Section 8.7(f), the Master Servicer (upon consent or deemed consent by
the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any
proposed assignment and assumption) shall process such request of the related Mortgagor (or other obligor) and shall be authorized
to enter into an assignment and assumption or substitution agreement with the Person to whom the related Mortgaged Property has
been or is proposed to be conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced
Companion Loan or Serviced B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been
or is proposed to be conveyed; provided that neither the Special Servicer nor the Master Servicer shall enter into any such
agreement to the extent that any terms thereof would result in an Adverse REMIC Event or an Adverse Grantor Trust Event or create
any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted
by applicable law, neither the Special Servicer nor the Master Servicer shall enter into such an assumption or substitution agreement
unless the credit status of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage
Loan and, if applicable, Serviced B Note or Serviced Companion Loan documents. The Master Servicer, in making its recommendation
to the Special Servicer, and the Special Servicer, in consenting to the action of the Master Servicer, shall evaluate such conformity
in accordance with the Servicing Standard.


 


Neither the Master Servicer
nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the
Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result
of the failure of any Rating Agency to respond to such request in a reasonable period of time.


 


(b)          Prior
to consenting to any assignment and assumption or waiver of a “due-on-sale” clause pursuant to Section 8.7(a)
with respect to any Mortgage Loan, Serviced


 






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Companion Loan or B Note, the Special Servicer or, with respect to any request that
does not constitute a Major Decision or Special Servicer Decision (if any) or as otherwise contemplated by Section 8.7(f),
the Master Servicer, as applicable, shall provide a Rating Agency Communication to the 17g-5 Information Provider with respect
to any securities that are rated by any such NRSRO and evidence direct beneficial interests in a Serviced Companion Loan or Serviced
B Note regarding such assignment and assumption or waiver if (A) the Unpaid Principal Balance of the related Mortgage Loan at such
time equals or exceeds 5% of the Aggregate Certificate Balance of the Principal Balance Certificates or exceeds $35,000,000 or
(B) the related Mortgage Loan is one of the then current ten (10) largest Mortgage Loans or groups of Crossed Mortgage Loans (by
Unpaid Principal Balance) in the Trust Fund; provided, no Rating Agency Communication will be required under such circumstances
if the Unpaid Principal Balance of the related Mortgage Loan is less than $5,000,000. In connection with each such Rating Agency
Communication, the Special Servicer or the Master Servicer, as applicable, shall prepare and, subject to Section 5.7, deliver
to the Rating Agencies a memorandum outlining its analysis and recommendation in accordance with the Servicing Standard, together
with copies of all relevant documentation, and shall promptly forward copies of the assignment and assumption documents relating
to the applicable Mortgage Loan, Serviced Companion Loan or Serviced B Note to the Special Servicer (if the Master Servicer is
processing the matter), the Master Servicer (if the Special Servicer is processing the matter), the Certificate Administrator,
the Custodian, the 17g-5 Information Provider and the Trustee, and the Special Servicer or the Master Servicer, as applicable,
shall promptly thereafter, subject to Section 5.7, forward such documents to the Rating Agencies.


 


(c)          The
Special Servicer or the Master Servicer, as applicable, for the benefit of the Certificateholders, the holder of any related Serviced
Companion Loan and the holder of any related Serviced B Note, shall execute any necessary instruments (pursuant to subsection (a))
for such assignment and assumption agreements. Upon the closing of the transactions contemplated by such documents, the Special
Servicer or the Master Servicer, as applicable, shall cause the originals of the assignment and assumption agreement, the release
(if any), or the modification or supplement to the related Mortgage Loan, Serviced Companion Loan or Serviced B Note to be delivered
to the Custodian (with a copy thereof to the Master Servicer (if delivered by the Special Servicer) or the Special Servicer (if
delivered by the Master Servicer)) except to the extent such documents have been submitted to the recording office, in which event
the Special Servicer or the Master Servicer, as applicable, shall promptly deliver copies of such documents to the Custodian, the
Master Servicer (if the Special Servicer is processing the matter) and the Special Servicer (if the Master Servicer is processing
the matter).


 


(d)          If
any Mortgage Loan, Serviced Companion Loan or Serviced B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced
Mortgage Loan) which contains a provision in the nature of a “due-on-encumbrance” clause, which by its terms:


 


(i)          provides
that such Mortgage Loan, Serviced Companion Loan or Serviced B Note, as applicable, 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 a lien
on an ownership interest in the Mortgagor; or


 






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(ii)         requires
the consent of the Mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or a lien on an ownership interest in the Mortgagor,


 


then, if the Master Servicer
receives a request for a waiver of, or gains actual knowledge of any potential or actual breach of, such “due-on-encumbrance”
clause, the Master Servicer shall promptly deliver any such request to the Special Servicer, together with any information in the
possession of the Master Servicer that is reasonably necessary for the Special Servicer to make a decision with respect to such
Mortgagor’s request. Subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement,
the Special Servicer shall, in accordance with the Servicing Standard (and, with respect to any such request that constitutes a
Major Decision or Special Servicer Decision, while directly processing such request), grant or withhold consent to any such request
for waiver of such due-on-encumbrance clause. With respect to any such request processed by the Master Servicer in accordance with
Section 8.7(f) involving a Major Decision or Special Servicer Decision, (x) if the Master Servicer is recommending approval,
the Master Servicer shall obtain the consent of the Special Servicer and such consent of the Special Servicer shall be deemed given
if not denied within the time period contemplated by Section 10.3, (y) the Master Servicer shall act accordingly and shall
not permit any such waiver unless it has received the written consent of the Special Servicer or such consent has been deemed to
have been granted as set forth in this sentence and (z) if the Special Servicer withholds consent pursuant to the foregoing provisions,
it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and analysis.


 


The Special Servicer (upon
deciding to grant consent (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any
proposed waiver) or, in accordance with Section 8.7(f), the Master Servicer (upon consent or deemed consent by the Special
Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed waiver)
shall process such request of the related Mortgagor subject to the other requirements set forth above.


 


(e)          Prior
to consenting to any waiver of a “due-on-encumbrance” clause pursuant to Section 8.7(d) with respect to any
Mortgage Loan, Serviced Companion Loan or Serviced B Note, the Special Servicer or, with respect to any request that does not constitute
a Major Decision or Special Servicer Decision or as otherwise contemplated by Section 8.7(f), the Master Servicer, as applicable,
shall provide a Rating Agency Communication regarding such waiver to each Rating Agency, the 17g-5 Information Provider and each
Other NRSRO with respect to any securities that are rated by any such NRSRO and evidence direct beneficial interests in a Serviced
Companion Loan or Serviced B Note.


 


Notwithstanding anything
to the contrary contained in this Section 8.7 that requires the consent of the Master Servicer or the Special Servicer,
as applicable, any such consent with respect to any A/B Whole Loan or any Loan Pair shall be obtained in accordance with the related
Intercreditor Agreement and within the time periods specified therein.


 


(f)          With
respect to any Non-Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall forward
to the Special Servicer any request for consent to an assignment or assumption or for a waiver of a “due-on-sale” or
“due-


 






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on-encumbrance” clause described above that, in each case, involves a Major Decision or Special Servicer Decision
to the Special Servicer. 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. If such request does not involve a Major Decision or Special Servicer
Decision, the Master Servicer shall process such request, which processing, in accordance with Section 10.3, shall not be
subject to the consent of (or consultation with) the Controlling Class Representative, Trust Advisor or Special Servicer.


 


(g)          Notwithstanding
anything in this Agreement to the contrary, to the extent that the Master Servicer does not process a Major Decision or Special
Servicer Decision, the Master Servicer shall have no duty to deliver to the Special Servicer any analysis or recommendations in
connection with any such action but shall be required to provide all information in its possession that is reasonably necessary
for the Special Servicer to make a decision with respect to the applicable Major Decision or Special Servicer Decision.


 


Section 8.8      Custodian
to Cooperate; Release of Trust Mortgage Files.


 


(a)          Upon
the payment in full of any Mortgage Loan, the complete defeasance of a Mortgage Loan, satisfaction or discharge in full of any
Specially Serviced Mortgage Loan, the purchase of an A Note by the holder of a Serviced B Note pursuant to the related Intercreditor
Agreement, or the receipt by the Master Servicer of a notification that payment in full (or such payment, if any, in connection
with the satisfaction and discharge in full of any Specially Serviced Mortgage Loan) will be escrowed in a manner customary for
such purposes, and upon notification by the Master Servicer in the form of a certification (which certification 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 Collection Account have been or will be so deposited) of a Servicing Officer and a request for release of the Trust Mortgage
File in the form of Exhibit C hereto delivered to the Custodian (on the Trustee’s behalf), the Custodian (on the Trustee’s
behalf) shall promptly release the related Trust Mortgage File to the Master Servicer, and the Custodian (on the Trustee’s
behalf) shall deliver to the Master Servicer the deed of reconveyance or release, satisfaction or assignment of mortgage or such
instrument releasing the lien of the Mortgage, as directed by the Master Servicer together with the Mortgage Note (or Mortgage
Notes) with written evidence of cancellation thereon. The provisions of the immediately preceding sentence shall not, in any manner,
limit or impair the right of the Master Servicer to execute and deliver, on behalf of the Trustee, the Certificateholders, the
holder of any Serviced Companion Loan, the holder of any Serviced B Note or any of them, any and all instruments of satisfaction,
cancellation or assignment without recourse, representation or warranty, or of partial or full release or discharge and all other
comparable instruments, with respect to the Mortgage Loans, any Serviced Companion Loan or any Serviced B Note, and with respect
to the Mortgaged Properties held for the benefit of the Certificateholders, the holder of any Serviced Companion Loan and the holder
of any Serviced B Note. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Distribution Account but shall be paid by the Master Servicer except to the extent that such expenses are paid
by the related Mortgagor in a manner consistent with the terms of the related Mortgage and applicable law. From time to time and
as shall be appropriate for the servicing of any Mortgage Loan, including for such purpose, collection under any policy of flood
insurance, any Servicer Fidelity Bond or Errors and Omissions Policy, or for the purposes of effecting a


 






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partial or total release
of any Mortgaged Property from the lien of the Mortgage or the making of any corrections to the Mortgage Note (or Mortgage Notes)
or the Mortgage or any of the other documents included in the Trust Mortgage File, the Custodian shall, upon request of the Master
Servicer and the delivery to the Custodian of a Request for Release signed by a Servicing Officer, in the form of Exhibit C
hereto, release the Trust Mortgage File to the Master Servicer or the Special Servicer, as the case may be.


 


(b)          With
respect to any Non-Serviced Loan Combination, the Grove City Premium Outlets Loan Pair (on and after the Grove City Premium Outlets
Companion Loan Securitization Date) or the Gulfport Premium Outlets Loan Pair (on and after the Gulfport Premium Outlets Companion
Loan Securitization Date), if pursuant to the related Intercreditor Agreement and the Other Companion Loan Pooling and Servicing
Agreement, and as appropriate for enforcing the terms of such Non-Serviced Loan Combination, the Grove City Premium Outlets Loan
Pair or the Gulfport Premium Outlets Loan Pair, as applicable, the related Other Master Servicer requests delivery to it of the
original Mortgage Note, then the Custodian shall release or cause the release of such original Mortgage Note to the related Other
Master Servicer or its designee and shall retain a copy thereof, subject to the execution of an agreement by such Other Master
Servicer to safeguard such original Mortgage Note and to return such original Mortgage Note promptly when no longer required by
such Other Master Servicer for such purpose.


 


(c)          With
respect to any Loan Pair, if pursuant to the related Intercreditor Agreement, and as appropriate for enforcing the terms of such
Loan Pair, the Master Servicer requests from the related Other Custodian delivery to it of the original mortgage note evidencing
the related Serviced Companion Loan, the Master Servicer shall agree to safeguard such original mortgage note and to return such
original mortgage note promptly when no longer required by it for such purpose.


 


Section 8.9     Documents,
Records and Funds in Possession of Master Servicer to be Held for the Trustee for the Benefit of the Certificateholders. Notwithstanding
any other provisions of this Agreement, the Master Servicer shall transmit to the Trustee, the Certificate Administrator and the
Custodian, to the extent required by this Agreement, all documents and instruments coming into the possession of the Master Servicer
from time to time and shall account fully to the Trustee, the Certificate Administrator and the Custodian for any funds received
or otherwise collected thereby, including Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All Servicer
Mortgage Files and funds collected or held by, or under the control of, the Master Servicer in respect of any Mortgage Loans (or
any Serviced B Note or Serviced Companion Loan), whether from the collection of principal and interest payments or from Liquidation
Proceeds or Insurance Proceeds, including any funds on deposit in the Collection Account (or any Custodial Account), shall be
held by the Master Servicer for and on behalf of the Trustee and the Certificateholders (or the holder of any Serviced B Note
or Serviced Companion Loan, as applicable) and shall be and remain the sole and exclusive property of the Trust, subject to the
applicable provisions of this Agreement. The Master Servicer agrees that it shall not create, incur or subject any Servicer Mortgage
Files or Trust Mortgage File or any funds that are deposited in the Collection Account or any Escrow Account, or any funds that
otherwise are or may become due or payable to the Trustee, the Certificate Administrator or the Custodian, to any claim, lien,
security interest, judgment, levy,


 






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writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or
right of setoff against any Servicer Mortgage Files or Trust Mortgage File or any funds collected on, or in connection with, a
Mortgage Loan, except, however, that the Master Servicer shall be entitled to receive from any such funds any amounts that are
properly due and payable to the Master Servicer under this Agreement.


 


Section 8.10     Servicing
Compensation.


 


(a)          As
compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee, which shall be payable
by the Trust from amounts held in the Collection Account (and from the related Custodial Account to the extent related solely to
any Serviced B Note or Serviced Companion Loan) or otherwise collected from the Mortgage Loans and, if applicable, A/B Whole Loans
and Loan Pairs (including a Mortgage Loan, A/B Whole Loan or Loan Pair that relates to an REO Property or is a Defeasance Loan),
including any Non-Serviced Mortgage Loan, as provided in Section 5.2. The Master Servicer’s rights to the Master Servicing
Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities
and obligations under this Agreement or as provided in the following paragraph with respect to the Excess Servicing Fee.


 


The Master Servicer and any
successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge
or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional
Buyer or Institutional Accredited Investor (other than a Plan); provided, that no such transfer, sale, pledge or other assignment
shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and
such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in
the form of Exhibit S-1 attached hereto, and (iii) the prospective transferee shall have delivered to the Master Servicer
and the Depositor a certificate substantially in the form of Exhibit S-2 attached hereto. None of the Depositor, the Trustee,
the Certificate Administrator, the Custodian, the Trust Advisor or the Certificate Registrar shall have any obligation to register
or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise
required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration
or qualification. The Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge
or other assignment of such Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an
Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with
any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor,
the Underwriters, the Initial Purchasers, the Certificate Administrator, the Custodian, the Trustee, the Master Servicer, the Certificate
Registrar, the Trust Advisor and the Special Servicer against any liability that may result if such transfer is not exempt from
registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made
in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance
of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in
any manner that could result in


 






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a violation of any provision of the Securities Act or other applicable securities laws or that
would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time
following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Master Servicer with respect to the related
Mortgage Loan, Serviced Companion Loan or any successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates,
shall pay, out of the Master Servicing Fee paid to the Master Servicer with respect to such Mortgage Loan, Serviced Companion Loan
or any successor REO Loan, as the case may be, the related Excess Servicing Fee to the holder of such Excess Servicing Fee Right
within one Business Day following the payment of such Master Servicing Fee to the Master Servicer, in each case in accordance with
payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall
not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate
Administrator, the Custodian, the Certificate Registrar, the Trust Advisor, the Depositor, the Special Servicer or the Trustee
shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess
Servicing Fee Right.


 


(b)          Notwithstanding
anything herein to the contrary (and, in the case of any A/B Whole Loan, Loan Pair or Non-Serviced Loan Combination, subject to
any provisions of the applicable Intercreditor Agreement relating to the allocation of the amounts set forth below), the Master
Servicer shall be entitled to receive the following items as additional servicing compensation:


 


(i)          100%
of defeasance fees (provided, that for the avoidance of doubt, any such defeasance fee shall not include any Modification
Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement) actually collected
during the related Collection Period;


 


(ii)        (a)
50% of Unallocable Modification Fees or waiver fees actually collected during the related Collection Period with respect to
Non-Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that is a Major
Decision (whether or not processed by the Master Servicer) or is a Special Servicer Decision (if processed by the Master
Servicer pursuant to the mutual agreement of the Master Servicer and the Special Servicer that the Master Servicer shall
process such request), (b) 50% of Unallocable Modification Fees or waiver fees actually collected during the related
Collection Period with respect to clause (b)(i) and (ii) of the definition of “Special Servicer
Decision”, which the Master Servicer shall process, clause (f) and/or clause (g) of the definition of
“Special Servicer Decision” and (c) 100% of Unallocable Modification Fees actually collected during the related
Collection Period with respect to Non-Specially Serviced Mortgage Loans and paid in connection with a consent, approval or
other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or
approval) of the Special Servicer under the other provisions of this Agreement as long as no Major Decision or Special
Servicer Decision is involved;


 


(iii)       (a)
After application as set forth in Section 5.2(b) hereof, (x) 50% of Allocable Modification Fees (that constitute Excess
Modification Fees) actually collected during the related Collection Period with respect to Non-Specially Serviced Mortgage Loans
and


 






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paid in connection with a consent, approval or other action that is a Major Decision (whether or not processed by the Master
Servicer) or is a Special Servicer Decision (if processed by the Master Servicer pursuant to the mutual agreement of the Master
Servicer and the Special Servicer that the Master Servicer shall process such request), (b) 50% of Allocable Modification Fees
(that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to clause (b)(i)
and (ii) of the definition of “Special Servicer Decision”, which the Master Servicer shall process,  clause
(f) and/or clause(g) of the definition of “Special Servicer Decision” and (c) 100% of Allocable Modification Fees
(that constitute Excess Modification Fees) actually collected during the related Collection Period with respect to Non-Specially
Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to
take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions
of this Agreement so long as no Major Decision or Special Servicer Decision is involved;


 


(iv)        50%
of Assumption Fees collected during the related Collection Period with respect to Non-Specially Serviced Mortgage Loans in connection
with a consent, approval or other action that is a Major Decision (whether or not processed by the Master Servicer) or is a Special
Servicer Decision (if processed by the Master Servicer), and 100% of Assumption Fees collected during the related Collection Period
with respect to Non-Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer
is permitted to grant or take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer
under the other provisions of this Agreement so long as no Major Decision or Special Servicer Decision is involved;


 


(v)          100%
of assumption application fees collected during the related Collection Period with respect to Non-Specially Serviced Mortgage Loans
(regardless of whether the Master Servicer or the Special Servicer processes the assumption);


 


(vi)        (a)
50% of Consent Fees on Non-Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption,
extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent, approval or
other action that is a Major Decision (whether or not processed by the Master Servicer) or is a Special Servicer Decision (if processed
by the Master Servicer pursuant to the mutual agreement of the Master Servicer and the Special Servicer that the Master Servicer
shall process such request), (b) 50% of Consent Fees on Non-Specially Serviced Mortgage Loans in connection with a consent that
involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid with
respect to clause (b)(i) and (ii) of the definition of “Special Servicer Decision”, which the Master
Servicer shall process clause (f) and/or (g) of the definition of “Special Servicer Decision”, and
(c) 100% of Consent Fees on Non-Specially Serviced Mortgage Loans in connection with a consent, approval or other action that involves
no modification, assumption, extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection
with a consent that the Master Servicer is permitted to grant or take in the absence of the consent or approval (or deemed consent
or approval) of the Special Servicer under the other provisions of this Agreement so long as no Major Decision or Special Servicer
Decision is involved;


 






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(vii)       Any
and all amounts collected for checks returned for insufficient funds on all Mortgage Loans and Serviced Companion Loans;


 


(viii)      100%
of charges for beneficiary statements or demands actually paid by the Mortgagors under Non-Specially Serviced Mortgage Loans;


 


(ix)        (a)
100% of other loan processing fees actually paid by the Mortgagors under the Non-Specially Serviced Mortgage Loans to the extent
that the consent of the Special Servicer is not required in connection with the associated action so long as no Major Decision
or Special Servicer Decision is involved and (b) 50% of other loan processing fees actually paid by the Mortgagors under Non-Specially
Serviced Mortgage Loans which action involves a Major Decision (whether or not processed by the Master Servicer) or is a Special
Servicer Decision (if processed by the Master Servicer pursuant to the mutual agreement of the Master Servicer and the Special
Servicer that the Master Servicer shall process such request (or with respect to clause (b)(i) and (ii) of the definition
of “Special Servicer Decision”, which the Master Servicer shall process, clause (f) and/or (g) of
the definition of “Special Servicer Decision”));


 


(x)          Interest
or other income earned on deposits in the Collection Account maintained by the Master Servicer, in accordance with Section 5.2
(net of any investment losses with respect to the Collection Account);


 


(xi)        After
application as set forth in Section 5.2(b), any Excess Penalty Charges earned on Non-Specially Serviced Mortgage Loans;
and


 


(xii)       100%
of any fees (to the extent such fees are not prohibited under the related mortgage loan agreement and are actually paid by or on
behalf of the related Mortgagor) relating to actions which are not Major Decisions or Special Servicer Decisions with respect to
Non-Specially Serviced Mortgage Loans;


 


provided that, notwithstanding
the foregoing, regardless of whether the Master Servicer or the Special Servicer processes any request described in clause (b),
(f) or (g) of the definition of Special Servicer Decisions, each of the Master Servicer and the Special Servicer
shall be entitled to 50% of any fee paid in connection with such Special Servicer Decision on any Non-Specially Serviced Mortgage
Loan.


 


With respect to any of the
preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master
Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective
portion of such fee; provided, that (A) neither the Master Servicer nor the Special Servicer will have the right to reduce
or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special
Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or
elected not to charge its respective portion of such fee will not have any right to share in any part of the other party’s
portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled
to charge its portion of the related fee to which the


 






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Special Servicer would have been entitled if the Master Servicer had charged
a fee and the Master Servicer will not be entitled to any of such fee charged by the Special Servicer.


   


Notwithstanding anything to the contrary, the
Master Servicer and the Special Servicer will each be entitled to retain reasonable review and/or processing fees in connection
with any Mortgagor request to the extent such fees are not prohibited under the related mortgage loan agreement and are actually
paid by or on behalf of the related Mortgagor.


 


(c)          The
Master Servicer shall also be entitled to additional servicing compensation of (i) an amount equal to the excess, if any, of the
aggregate Prepayment Interest Excess collected with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans, during
each Collection Period over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage Loans during such
Collection Period, and (ii) to the extent not required to be paid to any Mortgagor under applicable law, any interest or other
income earned on deposits in the Escrow Accounts.


 


Section 8.11     Master
Servicer Reports; Account Statements.


 


(a)          For
each Distribution Date, (i) the Master Servicer shall deliver to the Certificate Administrator (or with respect to a Serviced Companion
Loan, to the holder thereof or its servicer), no later than 2:00 p.m., New York City time, on the related Advance Report Date,
the Master Servicer Remittance Report with respect to such Distribution Date including any information regarding prepayments and
Balloon Payments made and any CREFC® License Fee to be paid to CREFC® and (ii) the Master Servicer
shall report to the Certificate Administrator on or prior to the related Advance Report Date, the amount of the P&I Advance,
if any, to be made by the Master Servicer on the related Master Servicer Remittance Date. The Special Servicer is required to provide
all applicable information relating to Specially Serviced Mortgage Loans reasonably necessary in order for the Master Servicer
to satisfy its duties in this Section 8.11. The Master Servicer Remittance Report shall be updated no later than 12:00 p.m.,
New York City time, on the Master Servicer Remittance Date to reflect any payment on a Mortgage Loan, a Serviced Companion Loan
or a Serviced B Note for which the Scheduled Payment is paid on a Due Date (or within its grace period) that occurs after the end
of the related Collection Period and the Master Servicer shall notify the Certificate Administrator on the Advance Report Date
that such an updated Master Servicer Remittance Report is to be provided.


 


(b)          Notwithstanding
any provision of this Agreement to the contrary, the Master Servicer shall not have any obligation (other than to the Certificate
Administrator under Section 8.11(a) and (d) hereof and to the Special Servicer) to deliver any statement, notice
or report that is then made available on the Master Servicer’s or the Certificate Administrator’s internet website,
if it has notified all parties entitled to delivery of such reports, by electronic mail or other notice provided in this Agreement,
to the effect that such statements, notices or reports shall thereafter be made available on such website from time to time; provided,
that with respect to any Loan Pair or A/B Whole Loan, the Master Servicer shall deliver to the holder of the related Serviced Companion
Loan and/or Serviced B Note any statement, notice or report required to be delivered to it pursuant to the terms of the related
Intercreditor Agreement.


 






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(c)          The
Master Servicer shall promptly inform the Special Servicer of the name, account number, location and other necessary information
concerning the Collection Account in order to permit the Special Servicer to remit amounts to the Master Servicer for deposit therein.


 


(d)          The
Master Servicer shall deliver or cause to be delivered to the Certificate Administrator and the holder of any Serviced Companion
Loan (in respect of such Serviced Companion Loan) the following CREFC® Reports with respect to the Mortgage Loans
(and, if applicable, the related REO Properties and, to the extent received from the applicable Non-Serviced Mortgage Loan Master
Servicer, any Non-Serviced Mortgage Loan) providing the required information as of the related Determination Date upon the following
schedule: (i) a CREFC® Comparative Financial Status Report and the CREFC® Financial File not later
than one (1) Business Day prior to each Distribution Date, commencing in January 2016; (ii) a CREFC® Operating Statement
Analysis Report and a CREFC® NOI Adjustment Worksheet in accordance with Section 8.14 of this Agreement not
later than one (1) Business Day prior to each applicable Distribution Date; (iii) a CREFC® Servicer Watch List in
accordance with and subject to the terms of Section 8.11(e) not later than one (1) Business Day prior to each Distribution
Date, commencing in January 2016; (iv) a CREFC® Loan Setup File (with respect to the initial Distribution Date only)
not later than the Report Date in January 2016; (v) a CREFC® Loan Periodic Update File not later than each Advance
Report Date commencing in January 2016 (which CREFC® Loan Periodic Update File shall be accompanied by a CREFC®
Advance Recovery Report); (vi) a CREFC® Property File not later than each Report Date, commencing in January 2016;
(vii) a CREFC® Delinquent Loan Status Report not later than one (1) Business Day prior to each Distribution Date,
commencing in January 2016; (viii) a CREFC® Historical Loan Modification and Corrected Mortgage Loan Report not
later than one (1) Business Day prior to each Distribution Date, commencing in January 2016; (ix) a CREFC® Loan
Level Reserve/LOC Report not later than one (1) Business Day prior to each Distribution Date, commencing in January 2016; (x) a
CREFC® REO Status Report not later than one (1) Business Day prior to each Distribution Date, commencing in January
2016; and (xi) a CREFC® Total Loan Report not later than one (1) Business Day prior to each Distribution Date, commencing
in January 2016. The information that pertains to Specially Serviced Mortgage Loans and REO Properties reflected in such reports
shall be based upon the reports delivered by the Special Servicer to the Master Servicer in writing as of the related Determination
Date and on a computer readable medium reasonably acceptable to the Master Servicer and the Special Servicer not later than the
Special Servicer Remittance Date prior to the related Master Servicer Remittance Date in the form required under Section 9.32.
The Master Servicer’s responsibilities under this Section 8.11(d) with respect to REO Mortgage Loans and Specially
Serviced Mortgage Loans shall be subject to the satisfaction of the Special Servicer’s obligations under Section 9.32.
The reporting obligations of the Master Servicer in connection with any A/B Whole Loan shall be construed to refer only to such
information regarding the A/B Whole Loan (and its related Mortgaged Property) and by reference to the related A Note only, but
whenever the Master Servicer remits funds to the holder of the related Serviced B Note, it shall thereupon deliver to such holder
a remittance report identifying the amounts in such remittance.


 


(e)          For
each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator (and solely with respect to any A/B
Whole Loan, the holder of the related Serviced B Note and solely with respect to any Loan Pair, the holders of the related


 






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Serviced
Companion Loan and any related Serviced B Note), not later than one (1) Business Day prior to each Distribution Date, a CREFC®
Servicer Watch List. The Master Servicer shall list any Mortgage Loan on the CREFC® Servicer Watch List as to which
any of the events specified in the CREFC® Servicer Watch List published by the CREFC® for industry
use has occurred.


 


(f)          If
the Master Servicer delivers a notice of drawing to effect a drawing on any letter of credit or debt service reserve account under
which the Trust has rights as the holder of any Mortgage Loan for purposes other than payment or reimbursement of amounts contemplated
in and by a reserve or escrow agreement (other than after a default under an applicable Mortgage Loan or Serviced B Note), the
Master Servicer shall, within five (5) Business Days following its receipt of the proceeds of such drawing, deliver notice thereof
to the Special Servicer, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation
Period) and the Certificate Administrator, which notice shall set forth (i) the Unpaid Principal Balance of such Mortgage Loan
or Serviced B Note immediately before and immediately after the drawing, and (ii) a brief description of the circumstances that
in the Master Servicer’s good faith and reasonable judgment entitled the Master Servicer to make such drawing.


 


Section 8.12     Reserved.


 


Section 8.13     Reserved.


 


Section 8.14     CREFC®
Operating Statement Analysis Reports Regarding the Mortgaged Properties. The Master Servicer (in the case of Non-Specially
Serviced Mortgage Loans) and the Special Servicer (in the case of Specially Serviced Mortgage Loans and REO Loans (other than
any Non-Serviced Mortgage Loan that has become an REO Loan)) shall use reasonable efforts to collect from the related Mortgagors
any and all operating statements, other financial statements and rent rolls required to be delivered pursuant to the related Mortgage
Loan documents after the Closing Date, and the Special Servicer shall deliver copies within ten (10) Business Days of receipt
of all such items collected by it to the Master Servicer. On a calendar quarterly basis within forty-five (45) days after the
Master Servicer’s receipt of the related Mortgagor’s quarterly financial statements (commencing within forty-five
(45) days of the receipt of related Mortgagor’s financial statements for the quarter ending March 31, 2016) and on an annual
basis within forty-five (45) days after the Master Servicer’s receipt of the related Mortgagor’s annual financial
statements (commencing with the year ending December 31, 2016), the Master Servicer (in the case of all Mortgage Loans (other
than any Non-Serviced Mortgage Loan)) shall deliver or make available electronically to the Certificate Administrator and the
Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) a CREFC®
Operating Statement Analysis Report and a CREFC® Financial File for each Mortgaged Property (in electronic
format), prepared, to the extent so required by the then current CREFC® investor reporting package, using the normalized
quarterly and normalized year-end operating statements and rent rolls of each applicable Mortgagor, and a copy of the actual operating
statements, financial statements and rent rolls provided by each Mortgagor (to the extent provided to the Master Servicer by or
on behalf of each Mortgagor, or, in the case of Specially Serviced Mortgage Loans, as provided to the Special Servicer, copies
of which the Special Servicer shall forward to the Master Servicer within ten (10) Business Days of receipt thereof); provided,
however, that the analysis with respect to the first calendar quarter of


 






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each year will not be required to the extent provided
in the then-current applicable CREFC® guidelines. Not later than June 30th of each year (commencing
in 2017), the Master Servicer (in the case of all Mortgage Loans) shall deliver or make available electronically to the Certificate
Administrator and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation
Period) a CREFC® Operating Statement Analysis Report, a CREFC® Financial File and a CREFC®
NOI Adjustment Worksheet for each Mortgage Loan (in electronic format), based on the most recently available year-end operating
statements and most recently available rent rolls of each applicable Mortgagor (to the extent provided to the Master Servicer
by or on behalf of each Mortgagor, or, in the case of Specially Serviced Mortgage Loans, as provided to the Special Servicer,
which the Special Servicer shall forward to the Master Servicer on or before May 31st of each such year), containing
such information and analyses for each Mortgage Loan (other than Non-Serviced Mortgage Loans) provided for in the respective forms
of a CREFC® Operating Statement Analysis Report, CREFC® Financial File and a CREFC®
NOI Adjustment Worksheet as would customarily be included in accordance with the Servicing Standard including, without limitation,
Debt Service Coverage Ratios and income, subject, in the case of any Non-Serviced Mortgage Loan, to the receipt of such report
from the applicable Non-Serviced Mortgage Loan Master Servicer or the applicable Non-Serviced Mortgage Loan Special Servicer.
The Master Servicer shall make reasonable efforts, consistent with the Servicing Standard, to obtain such reports from the applicable
Non-Serviced Mortgage Loan Master Servicer or the applicable Non-Serviced Mortgage Loan Special Servicer. In addition, the Master
Servicer shall deliver to the Certificate Administrator, and upon request the Master Servicer shall make available to the Rating
Agencies (subject to Section 5.7), the Special Servicer, the Custodian, the Trustee and the holder of any Serviced Companion
Loan, within thirty (30) days following the Master Servicer’s receipt thereof, copies of any annual, monthly or quarterly
financial statements and rent rolls collected with respect to the related Mortgaged Properties. If reasonably requested by the
Special Servicer, the Master Servicer shall discuss with the Mortgagor with respect to Non-Specially Serviced Mortgage Loans (i)
the annual, monthly or quarterly financial statements and rent rolls collected with respect to the related Mortgaged Properties
or (ii) the performance of the related Mortgaged Properties.


 


Section 8.15     Other
Available Information and Certain Rights of the Master Servicer.


 


(a)          Subject
to Section 5.7 and the restrictions described below, the Master Servicer shall afford any Privileged Person, any Seller,
any holder of a Serviced Companion Loan or any holder of a Serviced B Note, upon reasonable prior notice and during normal business
hours, reasonable access to all relevant, non-attorney-client-privileged records and documentation regarding the applicable Mortgage
Loans (other than Non-Serviced Mortgage Loans), any REO Property and all accounts, insurance policies and other relevant matters
relating to this Agreement (which access may occur by means of the availability of information on the Master Servicer’s internet
website), and access to Servicing Officers of the Master Servicer responsible for its obligations hereunder. Copies of information
or access will be provided to Certificateholders and each Certificate Owner and prospective investor providing satisfactory evidence
of legal or beneficial ownership of, or intent to purchase, a Certificate, as the case may be, which shall be in the form of an
Investor Certification (which shall include a certification that the Person requesting such information is not a Mortgagor under
any such Mortgage Loan, a Manager of any Mortgaged Property or an Affiliate or agent, principal,


 






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partner, member, joint venturer,
limited partner, employee, representative, director, trustee or advisor of, or any investor in, any of the foregoing). Copies (or
computer diskettes or other digital or electronic copies of such information if reasonably available in lieu of paper copies) of
any and all of the foregoing items shall be made available by the Master Servicer upon request; provided, that the Master
Servicer shall be permitted to require payment by the requesting party (other than the Depositor, the Trustee, the Custodian, the
Certificate Administrator, the Special Servicer, the Controlling Class Representative, the Trust Advisor, any Underwriter or any
Initial Purchaser) of a sum sufficient to cover the reasonable expenses actually incurred by the Master Servicer of providing access
or copies (including electronic or digital copies) of any such information requested in accordance with the preceding sentence.


 


(b)          Nothing
herein shall be deemed to require the Master Servicer to confirm, represent or warrant the accuracy of (or to be liable or responsible
for) any other Person’s information or report. Notwithstanding the above, the Master Servicer shall not have any liability
to any Person to whom it delivers information pursuant to this Section 8.15 or any other provision of this Agreement for
federal, state or other applicable securities law violations relating to the disclosure of such information. If any Person brings
any claims relating to or arising from the foregoing against the Master Servicer (or any employee, attorney, officer, director
or agent thereof), the Trust (from amounts held in any account (including, subject to the related Intercreditor Agreement, with
respect to any such claims relating to a Serviced Companion Loan or a Serviced B Note, from amounts held in the related Custodial
Account) or otherwise) shall hold harmless and indemnify the Master Servicer from any loss or expense (including attorney fees)
relating to or arising from such claims.


 


(c)          The
Master Servicer shall produce the reports required of it under this Agreement; provided, that the Master Servicer shall
not be required to produce any ad hoc non-standard written reports with respect to any Mortgage Loans. If the Master Servicer
elects to provide such non-standard reports, it may require the Person requesting such report (other than a Rating Agency) to pay
a reasonable fee to cover the costs of the preparation thereof. Any transmittal of information by the Master Servicer to any Person
other than the Trustee, the Custodian, the Certificate Administrator, the Master Servicer, the Special Servicer, the Trust Advisor,
any Underwriter, any Initial Purchaser, the Rating Agencies (subject to Section 5.7), the Controlling Class Representative
or the Depositor may be accompanied by a letter from the Master Servicer containing the following provision:


 


“By receiving
the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person who
possesses material, non-public information regarding the Trust which issued Morgan Stanley Capital I Trust 2015-UBS8, Commercial
Mortgage Pass-Through Certificates, Series 2015-UBS8 from purchasing or selling such Certificates in circumstances where the other
party to the transaction is not also in possession of such information. You also acknowledge and agree that such information is
being provided to you for the purpose of, and such information may be used only in connection with, evaluation by you or another
Certificateholder, Certificate Owner or prospective purchaser of such Certificates or beneficial interest therein.”


 






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(d)          The
Master Servicer may, at its discretion, make available by electronic media and bulletin board service certain information and may
make available by electronic media or bulletin board service (in addition to making such information available as provided herein)
any reports or information required by this Agreement that the Master Servicer is required to provide to any of the Rating Agencies,
the Depositor and anyone the Depositor reasonably designates.


 


(e)          Subject
to Section 5.7, the Master Servicer shall cooperate in providing the Rating Agencies with such other pertinent information
relating to the Mortgage Loans as is or should be in their respective possession as the Rating Agencies may reasonably request.


 


Section 8.16     Rule
144A Information. For as long as any of the Certificates are “restricted securities” within the meaning of Rule
144A under the Securities Act, the Master Servicer agrees to provide to the Certificate Administrator for delivery to any Holder
thereof, any Certificate Owner therein and to any prospective purchaser of the Certificates or beneficial interest therein reasonably
designated by the Certificate Administrator upon the request of such Certificateholder, such Certificate Owner or the Certificate
Administrator subject to this Section 8.16 and the provisions of Sections 5.4 and 8.15, any information prepared
by the Master Servicer that any such entity requests as being required to be provided to such holder or prospective purchaser
to satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.


 


Any recipient of information
provided pursuant to this Section 8.16 shall agree that such information shall not be disclosed or used for any purpose
other than the evaluation of the Certificates by such Person and the Master Servicer shall be permitted to use the letter referred
to in Section 8.15(c). Unless the Master Servicer chooses to deliver the information directly, the Depositor, the Underwriters,
the Initial Purchasers or the Certificate Administrator shall be responsible for the physical delivery of the information requested
pursuant to this Section 8.16. As a condition to the Master Servicer making any report or information available upon request
to any Person other than the parties hereto, the Master Servicer may require that the recipient of such information acknowledge
that the Master Servicer may contemporaneously provide such information to the Depositor, the Trustee, the Custodian, the Certificate
Administrator, the Special Servicer, the Trust Advisor, the Sellers, the Controlling Class Representative, the holder of a Serviced
Companion Loan, the holder of a Serviced B Note, the Underwriters, the Initial Purchasers, any Rating Agency (subject to Section
5.7) and/or the Certificateholders and Certificate Owners. The Master Servicer will be permitted to require payment of a sum
to be paid by the requesting party (other than the Depositor, the Rating Agencies, the Trustee, the Custodian, the Certificate
Administrator, the Underwriters or the Initial Purchasers) sufficient to cover the reasonable costs and expenses of making such
information available.


 


Section 8.17     Inspections.
The Master Servicer shall, at its own expense, inspect or cause to be inspected each Mortgaged Property other than Mortgaged
Properties related to Specially Serviced Mortgage Loans and Non-Serviced Mortgage Loans, every calendar year beginning in 2017,
or every second (2nd) calendar year beginning in 2018 if the Unpaid Principal Balance of the related Mortgage Loan
or Loan Pair is less than $2,000,000; provided that, to the extent the applicable Mortgaged Property has not been inspected
within the prior


 






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sixty (60) days, the Master Servicer shall, at the expense of the Trust, inspect or cause to be inspected each
Mortgaged Property related to a Mortgage Loan or Loan Pair (other than a Specially Serviced Mortgage Loan or Non-Serviced Mortgage
Loan) that has a Debt Service Coverage Ratio that falls below 1.0x; provided, further, that with respect to any
Mortgage Loan (other than a Specially Serviced Mortgage Loan or Non-Serviced Mortgage Loan) or Loan Pair that has an Unpaid Principal
Balance of less than $2,000,000 and has been placed on the CREFC® Servicer Watch List, the Master Servicer shall
inspect or cause to be inspected the related Mortgaged Property every calendar year beginning in 2018 so long as such Mortgage
Loan or Loan Pair continues to be on the CREFC® Servicer Watch List; provided, if such Mortgage Loan or
Loan Pair is no longer on the CREFC® Servicer Watch List at the time the inspection was scheduled, no such inspection
shall be required. The Master Servicer shall prepare an Inspection Report relating to each inspection. The Master Servicer shall
promptly forward the applicable Inspection Report to the Certificate Administrator (who shall promptly upon receipt post it to
the Certificate Administrator’s Website pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly
upon receipt post it to the 17g-5 Information Provider’s Website pursuant to Section 5.7), the Controlling Class
Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during
any Subordinate Control Period), the Special Servicer, solely as it relates to any Loan Pair, to the holders of the related Serviced
Companion Loan and any related Serviced B Note, and solely as it relates to any A/B Whole Loan, to the holder of the related Serviced
B Note, and upon request, to any Certificateholder, any Certificate Owner and any Seller.


 


The Special Servicer shall
have the right (but not the obligation), in its sole discretion, to inspect or cause to be inspected (at its own expense) every
calendar year any Mortgaged Property related to a Non-Specially Serviced Mortgage Loan; provided that the Special Servicer
notifies the Master Servicer prior to such inspection. The Master Servicer is not required to inspect any Mortgaged Property that
has been inspected by the Special Servicer during the preceding twelve (12) months.


 


Section 8.18     Modifications,
Waivers, Amendments, Extensions and Consents.


 


(a)          With
respect to any Non-Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall promptly
forward to the Special Servicer any written request for modification, waiver or amendment of such Mortgage Loan or any related
A/B Whole Loan or Loan Pair that constitutes a Major Decision or Special Servicer Decision, together with any information in the
possession of the Master Servicer that the Special Servicer may reasonably request for any such action that constitutes a Major
Decision or Special Servicer Decision. Unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer
shall process such request, the Special Servicer shall process any request for modification, waiver or amendment of any Mortgage
Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair that constitutes a Major Decision or Special Servicer
Decision. If the Special Servicer and the Master Servicer mutually agree that the Master Servicer shall process such request, the
Master Servicer and Special Servicer shall comply with the procedures in Section 10.3.


 






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(b)          Subject
to the limitations of Sections 10.3 and 12.3 hereof, the Master Servicer shall have the following powers:


 


(i)          Subject
to Section 10.3, the right of the Special Servicer to process Major Decisions and Special Servicer Decisions, and the terms
and conditions of any related Intercreditor Agreement, the Master Servicer in accordance with the Servicing Standard may agree
(without the consent of the Special Servicer or the Controlling Class Representative) to any modification, waiver, amendment or
consent of or relating to any term (other than a Money Term) of a Mortgage Loan (other than a Non-Serviced Mortgage Loan), a Serviced
Companion Loan or a Serviced B Note that is not a Specially Serviced Mortgage Loan (such terms to include, without limitation,
Master Servicer Consent Matters set forth in Section 8.3(a) hereof), provided that such amendment would not result in an
Adverse REMIC Event or an Adverse Grantor Trust Event. In any event, the Master Servicer shall promptly notify the Special Servicer
of any material modification, waiver, amendment or consent executed by the Master Servicer pursuant to this Section 8.18(b)(i)
and provide to the Special Servicer a copy thereof. Notwithstanding the foregoing provisions of this Section 8.18, if the
related Mortgage Loan documents require a Mortgagor to pay a fee for an assumption, modification, waiver, amendment or consent
that would be due or partially due to the Special Servicer, then the Master Servicer shall not waive the portion of such fee due
to the Special Servicer without the Special Servicer’s written approval.


 


(ii)        Subject
to Section 10.3, the right of the Special Servicer to process Major Decisions and Special Servicer Decisions, and the terms
and conditions of any related Intercreditor Agreement, the Master Servicer may extend the maturity date of any Balloon Loan (other
than a Non-Serviced Mortgage Loan) that is not a Specially Serviced Mortgage Loan to a date that is not more than sixty (60) days
following the original Maturity Date, if in the Master Servicer’s sole judgment exercised in good faith (and evidenced by
an Officer’s Certificate delivered to the Special Servicer and the Trustee), a default in the payment of the Balloon Payment
is reasonably foreseeable and such extension is reasonably likely to produce a greater recovery to the Holders and the holders
of the related Serviced B Note and Serviced Companion Loan (as a collective whole) on a net present value basis (calculated in
accordance with Section 1.2(e)) than liquidation of such Balloon Loan and the Mortgagor has obtained an executed written
commitment (subject only to satisfaction of conditions set forth therein) for refinancing of such Balloon Loan or purchase of the
related Mortgaged Property. The Master Servicer shall process all such extensions.


 


(c)          In
connection with processing (or granting consent to the Master Servicer in connection with any action being processed by
the Master Servicer that is) any Major Decision or Special Servicer Decision, the Special Servicer (in accordance with
the Servicing Standard and subject to the terms and conditions of any related Intercreditor Agreement) shall also have the
right: (i) to agree to any modification, waiver, amendment or consent that is a Major Decision or Special Servicer Decision
relating to any term (other than a Money Term) of a Mortgage Loan (other than a Non-Serviced Mortgage Loan), a Serviced Companion Loan or a Serviced B Note that is not a Specially Serviced
Mortgage Loan, provided that such amendment would not result in an Adverse REMIC Event or an Adverse Grantor Trust
Event; and (ii) to extend the maturity date of any Balloon Loan (other than a Non-Serviced Mortgage Loan) that is not a
Specially Serviced Mortgage Loan to a date that is not more than sixty (60)


 






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days following the original Maturity
Date, if in the Special Servicer’s sole judgment exercised in good faith (and evidenced by an Officer’s Certificate
delivered to the Trustee), a default in the payment of the Balloon Payment is reasonably foreseeable and such extension is reasonably
likely to produce a greater recovery to the Holders and the holders of the related Serviced B Note and Serviced Companion Loan
(as a collective whole) on a net present value basis (calculated in accordance with Section 1.2(e)) than liquidation of
such Balloon Loan and the Mortgagor has obtained an executed written commitment (subject only to satisfaction of conditions set
forth therein) for refinancing of such Balloon Loan or purchase of the related Mortgaged Property.


 


(d)          The
Master Servicer or the Special Servicer, as applicable, may require, in its discretion (unless prohibited or otherwise provided
in the Mortgage Loan documents), as a condition to granting any request by a Mortgagor for any consent, modification, waiver, amendment
or collateral release, that such Mortgagor pay to the Trust a reasonable and customary modification fee to the extent permitted
by law; provided that the collection of such fee shall not be permitted if collection of such fee would cause a “significant
modification” (within the meaning of Treasury Regulation Section 1.860G-2(b)) of the Mortgage Loan. The Master Servicer or
the Special Servicer, as applicable, may charge the Mortgagor for any costs and expenses (including attorneys’ fees and rating
agency fees) incurred by the Master Servicer or the Special Servicer (and any amounts incurred by the Special Servicer or the Master
Servicer, as applicable, shall be reimbursed to the Special Servicer or the Master Servicer, as applicable, as an Additional Trust
Expense) in connection with any request for a modification, waiver, amendment or collateral release. The Master Servicer shall
use its reasonable best efforts in accordance with the Servicing Standard to collect such costs, expenses and fees from the Mortgagor
and if the Master Servicer or the Special Servicer, as applicable, believes that the costs and expenses (including attorneys’
fees) to be incurred by the Master Servicer or the Special Servicer, as applicable, in connection with any request for a modification,
waiver or amendment will result in a payment or reimbursement by the Trust, then the Master Servicer or the Special Servicer, as
applicable, shall notify the Special Servicer or the Master Servicer, as applicable, prior to incurring any such costs and expenses,
provided that the failure or inability of the Mortgagor to pay any such costs and expenses shall not impair the right of
the Master Servicer or the Special Servicer, as applicable, to cause such costs and expenses (but not including any modification
fee), and interest thereon at the Advance Rate, to be paid or reimbursed by the Trust as a Servicing Advance (to the extent not
paid by the Mortgagor).


 


(e)          The
Master Servicer or the Special Servicer, as applicable, shall notify the Trustee, the Custodian, the Certificate Administrator,
the 17g-5 Information Provider, the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Special Servicer or the Master
Servicer, as applicable, of any modification, waiver or amendment of any term of any Mortgage Loan permitted by it under this Section
and the date thereof, and shall deliver to the Custodian (on the Trustee’s behalf) for deposit in the related Mortgage File,
an original counterpart of the agreement relating to such modification, waiver or amendment, promptly following the execution thereof
except to the extent such documents have been submitted to the applicable recording office, in which event the Master Servicer
or the Special Servicer, as applicable, shall promptly deliver copies of such documents to the Custodian (on the Trustee’s
behalf). Except in coordination with the Special Servicer as provided for in Section 8.18(a), the Master Servicer shall
not agree to any modification, waiver, or amendment


 






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of any term of (i) any Mortgage Loan that constitutes a Major Decision or Special
Servicer Decision or (ii) any Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan. The Master Servicer shall notify
the holder of any related Serviced B Note or Serviced Companion Loan of any modification of the monthly payments of an A/B Whole
Loan or a Loan Pair, as the case may be, and such monthly payments shall be allocated in accordance with the related Intercreditor
Agreement (or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with the related Intercreditor Agreement
(or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable
Mortgage Loan documents and Section 8.30 hereof).


 


Section 8.19     Specially
Serviced Mortgage Loans.


 


(a)          Within
five (5) Business Days after becoming aware of a Servicing Transfer Event with respect to a Mortgage Loan or any related Serviced
Companion Loan or Serviced B Note, the Master Servicer or the Special Servicer, as applicable, shall send a written notice to the
Special Servicer (if such notice is sent by the Master Servicer), the Master Servicer (if such notice is sent by the Special Servicer),
the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust
Advisor (other than during any Subordinate Control Period), the 17g-5 Information Provider (who shall promptly post such notice
on the 17g-5 Information Provider’s Website), the Certificate Administrator (who shall promptly post such notice on the Certificate
Administrator’s Website), the Trustee, the Custodian, the related Seller and, solely as it relates to any A/B Whole Loan,
to the holder of the related Serviced B Note and solely as it relates to any Loan Pair, to the holder of the related Serviced Companion
Loan, which notice shall identify the related Mortgage Loan and set forth in reasonable detail the nature and relevant facts of
such Servicing Transfer Event and whether such Mortgage Loan is covered by an Environmental Insurance Policy (and for purposes
of stating whether such Mortgage Loan is covered by an Environmental Insurance Policy the Master Servicer may rely on Schedule
IX attached hereto) and, in the case of a notice to the Special Servicer, shall be accompanied by a copy of the Servicer Mortgage
File.


 


(b)          Prior
to or concurrently with the transfer of the servicing of any Specially Serviced Mortgage Loan to the Special Servicer, the Master
Servicer shall notify the related Mortgagor of such transfer in accordance with the Servicing Standard (and shall send a copy of
such notice to the Special Servicer).


 


(c)          Any
calculations or reports prepared by the Master Servicer to the extent they relate to Specially Serviced Mortgage Loans shall be
based on information supplied to the Master Servicer in writing by the Special Servicer as provided hereby. The Master Servicer
shall have no duty to investigate or confirm the accuracy of any information provided to it by the Special Servicer and shall have
no liability for the inaccuracy of any of its reports due to the inaccuracy of the information provided by the Special Servicer.


 


(d)          Subject
to Section 5.4(e), on or prior to each Distribution Date, the Master Servicer shall provide to the Special Servicer, in
order for the Special Servicer to comply with its obligations under this Agreement, such information (and in the form and medium)
as the Special Servicer may reasonably request in writing from time to time.


 






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Section 8.20     Representations,
Warranties and Covenants of the Master Servicer.


 


(a)          The
Master Servicer hereby represents and warrants to and covenants with each other party to this Agreement and for the benefit of
the Certificateholders, as of the Closing Date:


 


(i)          the
Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of the
United States of America, and shall be and thereafter remain, 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, except where the failure to so qualify
or comply would not adversely affect the Master Servicer’s ability to perform its obligations hereunder in accordance with
the terms of this Agreement;


 


(ii)        the
Master Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions
and obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and
performance of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement,
assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation
of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies,
to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting
creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time
in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws;


 


(iii)       the
execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the transactions contemplated
hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1)
conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material
agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment,
decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction
over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2)
result in a breach of any term or provision of its organizational documents;


 


(iv)        no
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in
the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution,
delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder or
to perform any of its other obligations hereunder in accordance with the terms hereof;


 






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(v)          no
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or
if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the
time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its
failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance
by it of its obligations hereunder; and


 


(vi)        the
performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the
Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties
hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states
is not necessary for the performance by it of its obligations hereunder.


 


(b)          It
is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery
of this Agreement.


 


(c)          Any
cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section
shall accrue upon the giving of written notice to the Master Servicer by any of the Depositor, the Trustee, the Special Servicer,
the Certificate Administrator, the Custodian or the Trust Advisor. The Master Servicer shall give prompt written notice to the
Trustee, the Certificate Administrator, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure
to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section
to be untrue or inaccurate in any respect.


 


Section 8.21     Merger
or Consolidation. Any Person into which the Master Servicer may be merged or consolidated, or any Person resulting from any
merger, conversion, consolidation or other change in form to which the Master Servicer shall be a party (but not the surviving
entity), or any Person succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer hereunder,
without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that
the Master Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect
to any securities rated by any such NRSRO evidencing direct beneficial ownership interests in any Serviced Companion Loan or Serviced
B Note. If a transaction described in the preceding sentence occurs and (i) the conditions to the provisions in such sentence
are not met, then the Trustee may terminate or (ii) the conditions set forth in the following paragraph are not met, the Trustee
shall terminate, the successor’s, survivor’s or resulting entity’s servicing of the Mortgage Loans pursuant
hereto, such termination to be effected in the manner set forth in Sections 8.28 and 8.29. The successor or surviving
Person shall provide prompt written notice of the merger or consolidation to the Trustee, the Certificate Administrator, the Custodian
and the 17g-5 Information Provider.


 


Notwithstanding the foregoing,
if, and for so long as, the Trust, or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion
Loan Pooling


 






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and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Master Servicer may not
remain the Master Servicer under this Agreement after (x) being merged or consolidated with or into any Prohibited Party, or (y)
transferring all or substantially all of its assets to any Prohibited Party, unless (i) the Master Servicer is the surviving entity
of such merger, consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or transfer, which consent
shall not be unreasonably withheld (and if, within forty-five (45) days following the date of delivery of a notice by the Master
Servicer to the Depositor of any merger or similar transaction described in the preceding paragraph, the Depositor shall have failed
to notify the Master Servicer of the Depositor’s determination to grant or withhold such consent, such failure shall be deemed
to constitute a grant of such consent).


 


Section 8.22     Resignation
of Master Servicer.


 


(a)          Except
as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby
imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable
law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination
permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee.
No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the
Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under
this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated
by any such NRSRO evidencing interests in any Serviced Companion Loan or Serviced B Note with a Rating Agency Communication. Notice
of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer
shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding
the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor
servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master
Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer
pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been
replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.


 


(b)          The
Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee
and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of
at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder
by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein
provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x)
such successor master servicer is acting as master servicer in a commercial mortgage loan securitization that was rated by KBRA
within the twelve (12) month period prior to the date of determination, and KBRA has not downgraded or withdrawn the then current
rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the
continuation of such master servicer as master servicer of such commercial


 






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mortgage securities as the sole or a material reason
for such downgrade or withdrawal (or placement on watch) or (y) if such successor master servicer is not acting as master servicer
in a commercial mortgage loan securitization that was rated by KBRA in such twelve (12) month period, then such Rating Agency shall
have provided a Rating Agency Confirmation; (B) such successor master servicer has a master servicer rating of at least “CMS3”
from Fitch; (C)(x) such successor master servicer is acting as master servicer in a commercial mortgage loan securitization that
was rated by an NRSRO within the twelve (12) month period prior to the date of determination and (y) Morningstar has not qualified,
downgraded or withdrawn the then-current rating or ratings of one or more classes of certificates issued in connection with such
securitization citing servicing concerns with such successor master servicer as the sole or material factor in such rating action;
and (D)(x) the successor master servicer confirms in writing that it was appointed to act as the master servicer on a transaction
level basis on the closing date of a commercial mortgage loan securitization with respect to which Moody’s rated one or more
classes of certificates and one or more of such classes of certificates are still outstanding and rated by Moody’s and (y)
Moody’s has not cited servicing concerns of the applicable replacement 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 securities transaction serviced by the applicable servicer prior to the time
of determination; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication
with respect to such servicing transfer.


 


Section 8.23     Assignment
or Delegation of Duties by Master Servicer. The Master Servicer shall have the right without the prior written consent of
the Trustee to (A) delegate or subcontract with or authorize or appoint anyone, or delegate certain duties to other professionals
such as attorneys and appraisers, as an agent of the Master Servicer (as provided in Section 8.4) to perform and carry
out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder or (B) assign and delegate
all of its duties hereunder; provided that with respect to clause (B), (i) the Master Servicer gives the Depositor,
the Special Servicer, the holder of any related Serviced B Note (only if such assignment/delegation relates to an A/B Whole Loan
or, if applicable, a Loan Pair), the holder of any related Serviced Companion Loan (only if such assignment/delegation relates
to a Loan Pair) and the Trustee notice of such assignment and delegation; (ii) such purchaser or transferee accepting such assignment
and delegation executes and delivers to the Depositor and the Trustee an agreement accepting such assignment, which contains an
assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer,
with like effect as if originally named as a party to this Agreement or any other subservicing agreement with any Surviving Sub-Servicer;
(iii) the purchaser or transferee has a net worth in excess of $15,000,000; (iv) the Master Servicer shall have provided to each
Rating Agency a Rating Agency Communication with respect to such assignment and delegation; and (v) the Depositor consents to
such assignment and delegation, such consent not to be unreasonably withheld. In the case of any such assignment and delegation
in accordance with the requirements of subclause (B) of this Section, the Master Servicer shall be released from its obligations
under this Agreement, except that the Master Servicer shall remain liable for all liabilities and obligations incurred by it as
the Master Servicer hereunder prior to the satisfaction of the conditions to such assignment set forth in the preceding sentence.
Notwithstanding the above, the Master Servicer may appoint the sub-servicers in accordance with Section 8.4 hereof.


 






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Section 8.24     Limitation
on Liability of the Master Servicer and Others.


 


(a)          Neither
the Master Servicer nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Master Servicer
shall be under any liability to the Trust, the holders of the Certificates, any other party to this Agreement, the Underwriters,
the Initial Purchasers, the holder of any Serviced Companion Loan or the holder of any Serviced B Note for any action taken or
for refraining from the taking of any action in good faith, or using reasonable business judgment, consistent with the Servicing
Standard; provided that this provision shall not protect the Master Servicer or any such person against any breach of a
representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in its performance of duties under this Agreement or by reason of negligent disregard of obligations and
duties hereunder. The Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer
may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (including, without
limitation, the Special Servicer) respecting any matters arising hereunder. The Master Servicer shall not be under any obligation
to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance
with this Agreement; provided that the Master Servicer, subject to Section 9.34, may in its sole discretion undertake
any such action that it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders,
the Trustee and the Trust in the Mortgage Loans, the interests of the holder of any Serviced B Note or the interests of the holder
of any Serviced Companion Loan (subject to the Special Servicer’s servicing of Specially Serviced Mortgage Loans as contemplated
herein), or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs
of such action shall be expenses and costs of the Trust, and the Master Servicer shall be entitled to be reimbursed therefor as
Servicing Advances as provided by Section 5.2, subject to the provisions of Section 4.4 hereof.


 


(b)          In
addition, the Master Servicer shall have no liability with respect to, and shall be entitled to conclusively rely on as to the
truth of the statements and the correctness of the opinions expressed in, any certificates or opinions furnished to the Master
Servicer and conforming to the requirements of this Agreement. Subject to the Servicing Standard, the Master Servicer shall have
the right to rely on information provided to it by the Special Servicer and Mortgagors, and will have no duty to investigate or
verify the accuracy thereof. Neither the Master Servicer, nor any Affiliate, director, officer, employee, member, manager or agent,
shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Master
Servicer or such Affiliate, director, officer, employee, member, manager or agent, was negligent in ascertaining the pertinent
facts. Neither the Master Servicer nor any director, officer, employee, agent or Affiliate, shall be personally liable for any
action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Agreement.


 


(c)          The
Master Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust
shall indemnify and hold harmless the Master Servicer from any and all claims, liabilities, costs, charges, fees or other expenses
which relate to or arise from any such breach of representation,


 






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warranty or covenant to the extent the Master Servicer is unable
to recover such amounts from the Person in breach.


 


(d)          Except
as otherwise specifically provided herein:


 


(i)          the
Master Servicer may rely, 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) reasonably believed or in good faith believed
by it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)        the
Master Servicer may consult with counsel, and any written advice 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; and


 


(iii)       the
Master Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon
any information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably
believed by it to be genuine and provided by any Mortgagor or manager of a Mortgaged Property.


 


(e)          The
Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer shall be indemnified
by the Trustee, the Certificate Administrator, the Custodian and the Special Servicer, as the case may be, and held harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with any legal action relating to the Trustee’s, the Certificate Administrator’s,
the Custodian’s or the Special Servicer’s, as the case may be, respective willful misfeasance, bad faith or negligence
in the performance of its respective duties hereunder or by reason of negligent disregard of its respective duties hereunder, other
than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any
of the Master Servicer’s duties hereunder or by reason of negligent disregard of the Master Servicer’s obligations
and duties hereunder. The Master Servicer shall immediately notify the Trustee, the Certificate Administrator, the Custodian and
the Special Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Master
Servicer to indemnification hereunder, whereupon the Trustee, the Certificate Administrator, the Custodian or the Special Servicer,
in each case, to the extent the claim is related to its respective willful misfeasance, bad faith or negligence, may assume the
defense of any such claim (with counsel reasonably satisfactory to the Master 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 Trustee, the Certificate Administrator, the Custodian and the Special Servicer
shall not affect any rights that the Master Servicer may have to indemnification under this Agreement or otherwise, unless the
Trustee’s, the Certificate Administrator’s, the Custodian’s or the Special Servicer’s defense of such claim
is materially prejudiced thereby. Such indemnity shall survive the termination of this


 






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Agreement or the resignation or removal
of the Master Servicer hereunder. Any payment hereunder made by the Trustee, the Certificate Administrator, the Custodian or the
Special Servicer pursuant to this paragraph to or at the direction of the Master Servicer shall be paid from the Trustee’s,
the Certificate Administrator’s, the Custodian’s or Special Servicer’s own funds, without reimbursement from
the Trust therefor except to the extent achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification
payments made by the Trustee, the Certificate Administrator, the Custodian or the Special Servicer shall be reimbursed by the party
so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct
of the Trustee, the Certificate Administrator, the Custodian or the Special Servicer, as the case may be, was not culpable or such
indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.


 


Section 8.25     Indemnification;
Third-Party Claims.


 


(a)          The
Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer (the “Master
Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections on, and other proceeds of, the
Mortgage Loans, any Serviced Companion Loans and any Serviced B Notes (including REO Loans), as provided in the following paragraph,
against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs,
liabilities, fees and expenses (collectively, “Master Servicer Losses”) incurred in connection with any legal
action relating to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any Serviced B Notes, any REO Property or
the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of
expenses, other than any loss, liability or expense: (i) specifically required to be borne by the party seeking indemnification,
without right of reimbursement pursuant to the terms of this Agreement; (ii) which constitutes a Servicing Advance that is otherwise
reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification,
resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in
connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad
faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent
disregard of such obligations or duties.


 


Except as provided in the
following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such
Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or grantor trust formed hereunder
or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or provisions relating
to the grantor trust or the actual payment of any REMIC tax or grantor trust tax or expense with respect to any REMIC or grantor
trust formed hereunder) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of
collections on, or other proceeds of, any Serviced Companion Loan or any Serviced B Note. In the case of any such Master Servicer
Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the
amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense:


 






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(1)          if
such Master Servicer Losses relate to a Loan Pair, then (subject to the related Intercreditor Agreement) such indemnification shall
be paid (x) first, out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan and Serviced Companion
Loan, in the relative proportions, and from the sources, provided for in the applicable Intercreditor Agreement and (y) if the
collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the Master
Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on,
and other proceeds of, the Mortgage Loans as a whole; and


 


(2)          if
such Master Servicer Losses relate to any A/B Whole Loan, then (subject to the related Intercreditor Agreement) such indemnification
shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and
other proceeds of such A/B Whole Loan, and (y) if the collections and proceeds described in subclause (x) of this clause
(2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current basis, then the balance of such
indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole.


 


The Master Servicer shall
assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust pay all
expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the
termination of this Agreement. The Trustee, the Certificate Administrator or the Master Servicer shall promptly make from the Collection
Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds of, any Serviced Companion
Loan or any Serviced B Note, as set forth above, out of the related Custodial Account) any payments certified by the Master Servicer
to the Trustee and the Certificate Administrator as required to be made to the Master Servicer pursuant to this Section 8.25.


 


(b)          The
Master Servicer agrees to indemnify each other party to this Agreement, the Trust, and any director, officer, member, manager,
employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any such Person may sustain arising
from or as a result of the willful misfeasance, bad faith or negligence in the performance of any of the Master Servicer’s
duties hereunder or by reason of negligent disregard of the Master Servicer’s obligations and duties hereunder (including
a breach of such obligations a substantial motive of which is to obtain an economic advantage from not complying with or not performing
such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such
claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall
at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the Special Servicer, the Trust Advisor,
the Certificate Administrator, the Custodian or the Depositor, as applicable, shall immediately notify the Master Servicer if a
claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the Special
Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Trust to indemnification under this Section
8.25(b), whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to
the Trustee, the


 






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Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Depositor, as applicable)
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 shall not affect
any rights the Trustee, the Special Servicer, the Trust Advisor, the Depositor, the Certificate Administrator, the Custodian or
the Trust may have to indemnification under this Agreement or otherwise, unless the Master Servicer’s defense of such claim
is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the resignation
or termination of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and
the Trustee. Any expenses incurred or indemnification payments made by the Master Servicer shall be reimbursed by the party so
paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final, non-appealable judgment
that the conduct of the Master Servicer was not culpable or that the Master Servicer did not act with willful misfeasance, bad
faith or negligence.


 


(c)          Any
Non-Serviced Mortgage Loan Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of such Non-Serviced
Mortgage Loan Master Servicer shall be indemnified by the Trust and held harmless against the Trust’s pro rata share
of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing
Agreement and this Agreement and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the related
Non-Serviced Companion Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred
by reason of any Non-Serviced Mortgage Loan Master Servicer’s willful misfeasance, bad faith or negligence in the performance
of its duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


Section 8.26     Loan Registry.
It is hereby acknowledged and agreed that the loan agreement for each of the Mortgage Loans identified on Schedule VIII
attached to this Agreement provides that the related Mortgagor or an agent of the related Mortgagor shall maintain a register
(the “Lender Register”) on which it will record the related Mortgage Loan and each assignment thereof and/or
participation therein. Promptly following the Closing Date, the Master Servicer shall confirm, with respect to each of the Mortgage
Loans identified on Schedule VIII attached to this Agreement, that the related Mortgagor or its agent has reflected the
Trustee on behalf of the Certificateholders as the new lender on the applicable Lender Register.


 


Section 8.27     Compliance
with REMIC Provisions and Grantor Trust Provisions. The Master Servicer shall act in accordance with this Agreement and the
REMIC Provisions and related provisions of the Code in order to create or maintain the status of any REMIC Pool as a REMIC and
the Grantor Trust created hereby as a grantor trust under the Code. The Master Servicer shall not (A) take any action or cause
any REMIC Pool to take any action that could (i) endanger the status of any REMIC Pool as a REMIC under the Code or (ii) result
in the imposition of a tax upon any REMIC Pool (including, but not limited to, the tax on prohibited transactions as defined in
Code Section 860F(a)(2) or on contributions pursuant to Section 860G(d)) or (B) take any action or cause the Grantor Trust to
take any action that could


 






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(i) endanger its status as a grantor trust or (ii) result in the imposition of any tax upon the Grantor
Trust unless the Trustee shall have received a Nondisqualification Opinion (at the expense of the party seeking to take such action)
to the effect that the contemplated action will not endanger such status or result in the imposition of such tax. The Master Servicer
shall comply with the provisions of Article XII hereof. Notwithstanding the foregoing, the Master Servicer shall not be
liable for an Adverse REMIC Event resulting from the failure of any Mortgage Loan by its terms to comply with Revenue Procedure
2010-30, provided that the Master Servicer directly pursues any available remedies against the relevant Seller with respect
to any breach or violation of a representation or warranty with respect to such Mortgage Loan’s compliance with Revenue
Procedure 2010-30.


 


Section 8.28     Termination.
The obligations and responsibilities of the Master Servicer created hereby (other than the obligation of the Master Servicer
to make payments to the Certificate Administrator as set forth in Section 8.29 and the obligations of the Master Servicer
to the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Trust that survive termination of this
Agreement as provided herein) shall terminate (i) on the date which is the later of (A) the final payment or other liquidation
of the last of the Mortgage Loans remaining outstanding (and final distribution to the Certificateholders) or (B) the disposition
of all REO Property (and final distribution to the Certificateholders), (ii) if a Servicer Termination Event described in clauses
8.28(a)(iii), (iv), (viii), (ix) or (x) has occurred and is continuing, sixty (60) days following the
date on which the Trustee or Depositor gives written notice to the Master Servicer that the Master Servicer is terminated or (iii)
if a Servicer Termination Event described in clauses 8.28(a)(i), (ii), (v), (vi) or (vii) has
occurred and is continuing, immediately upon the date on which the Trustee or the Depositor gives written notice to the Master
Servicer that the Master Servicer is terminated. After any Servicer Termination Event (but subject, in the case of Section
8.28(a)(x), to the waiver right of the Depositor described therein), the Trustee (i) may elect to terminate the Master Servicer
by providing such notice, and (ii) shall provide such notice if holders of Certificates representing more than 25% of the aggregate
Voting Rights of all Certificates so direct the Trustee.


 


(a)          ”Servicer
Termination Event,” wherever used herein, means any one of the following events:


 


(i)          any
failure by the Master Servicer to remit to the Certificate Administrator or otherwise make any payment required to be remitted
by the Master Servicer under the terms of this Agreement, including any required Advances; provided that, if a payment is
required to be remitted by the Master Servicer to the Certificate Administrator on the Master Servicer Remittance Date, the failure
to remit that payment to the Certificate Administrator shall only be a “Servicer Termination Event” under this clause
(a)(i) if that payment has not been remitted to the Certificate Administrator prior to 10:00 a.m. (New York City time) on the related
Distribution Date; or


 


(ii)        any
failure by the Master Servicer to make a required deposit to the Collection Account which continues unremedied for one (1) Business
Day following the date on which such deposit was first required to be made; or


 






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(iii)       any
failure on the part of the Master Servicer duly to observe or perform in any material respect any other of the duties, covenants
or agreements on the part of the Master Servicer contained in this Agreement (other than if, and for so long as, the Trust or a
trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan or
a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, the duties, covenants or agreements set
forth in Article XIII to the extent described in Section 8.28(a)(ix)) which continues unremedied for a period of
thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given
to the Master Servicer by the Depositor or the Trustee; provided such cure period will be extended to the extent necessary
to permit the Master Servicer to cure such failure if (A) the Master Servicer certifies to the Trustee and the Depositor that the
Master Servicer is in good faith attempting to remedy such failure and (B) the Certificateholders shall not be materially and adversely
affected thereby; provided, further, that such cure period may not exceed 90 days; or


 


(iv)        any
breach of the representations and warranties contained in Section 8.20 hereof that materially and adversely affects the
interest of any holder of any Class of Certificates and that 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 by the Depositor
or the Trustee, provided such cure period will be extended to the extent necessary to permit the Master Servicer to cure
such breach if (A) the Master Servicer certifies to the Trustee and the Depositor that the Master Servicer is in good faith attempting
to remedy such breach and (B) the Certificateholders shall not be materially and adversely affected thereby; provided, further,
that such cure period may not exceed 90 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, marshalling 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 and such
decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or


 


(vi)        the
Master Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer
or of or relating to all or substantially all of its property; or


 


(vii)       the
Master 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)      (a)
Moody’s or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or
one or more classes of securities backed by a Serviced B Note or Serviced Companion Loan (if such Rating Agency has


 






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been engaged
by the applicable Other Depositor to rate such securities) or (B) placed one or more Classes of Certificates or one or more classes
of securities backed by a Serviced B Note or Serviced Companion Loan (if such Rating Agency has been engaged by the applicable
Other Depositor to rate such securities) on “watch status” in contemplation of a ratings downgrade or withdrawal (and,
in the case of either of clauses (A) or (B), such qualification, downgrade, withdrawal or “watch status”
placement shall not have been withdrawn by Moody’s or KBRA, as applicable, within sixty (60) days) and, in the case of either
of clauses (A) or (B), Moody’s or KBRA, as applicable, publicly cited servicing concerns with the Master Servicer
as the sole or material factor in such rating action, (b) the Master Servicer ceases to have a master servicer rating of at least
“CMS3” from Fitch and such rating is not reinstated within sixty (60) days, or (c)(A) the Master Servicer has failed
to maintain a ranking by Morningstar equal to or higher than “MOR CS3” as a master servicer and such ranking is not
reinstated within sixty (60) days of actual knowledge of such event by the Master Servicer (if the Master Servicer has or had a
Morningstar ranking on or after the Closing Date) or (B) if the Master Servicer has not been ranked by Morningstar on or after
the Closing Date, Morningstar has (1) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates
or one or more classes of securities backed by a Serviced B Note or Serviced Companion Loan (if Morningstar has been engaged by
the applicable Other Depositor to rate such securities) or (2) within the prior twelve (12) months, placed one or more Classes
of Certificates or one or more classes of securities backed by a Serviced B Note or Serviced Companion Loan (if Morningstar has
been engaged by the applicable Other Depositor to rate such securities) on “watch status” in contemplation of rating
downgrade or withdrawal and, in the case of either of clauses (A) or (B), has publicly cited servicing concerns with the Master
Servicer as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status”
placement has not been withdrawn by Morningstar within sixty (60) days of such event); or


 


(ix)        if,
and for so long as the Trust or a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement relating to
a Non-Serviced Companion Loan or a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, the Master
Servicer or any Additional Servicer or Sub-Servicer appointed by such Master Servicer (other than any Additional Servicer that
is a Seller Sub-Servicer) shall fail to deliver any Regulation AB or any Exchange Act reporting items required to be delivered
by such servicer under Article XIII of this Agreement at the times required under such Article; or


 


(x)          if,
and for so long as the Trust or a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement relating to
a Serviced Companion Loan is subject to the reporting requirements of Regulation AB or the Exchange Act, the Master Servicer shall
fail to terminate any Sub-Servicer that is a Reporting Servicer subject to and in accordance with Section 8.4(c); provided
that the Depositor may waive any such Servicer Termination Event (including waiving the failure by a Reporting Servicer to deliver
any applicable reports required pursuant to Regulation AB or the Exchange Act) under this clause (x) in its sole discretion without
the consent of the Trustee or any Certificateholders.


 


(b)          Reserved.


 


(c)          A
Servicer Termination Event may be waived by the Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting
Rights of the Certificates


 






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(except a default (i) in making any required deposits to or payments from the Collection Account or
the Distribution Account in accordance with this Agreement, (ii) in remitting payments as received in accordance with this Agreement
or (iii) under clauses (ix) and (x) of the definition of “Servicer Termination Event”). If a Servicer Termination
Event by the Master Servicer is waived in connection with an A/B Whole Loan or a Loan Pair, the holder of the related Serviced
B Note or Serviced Companion Loan, as applicable, shall, to the extent set forth in the related Intercreditor Agreement, be entitled
to require that the Master Servicer appoint a sub-servicer to service such A/B Whole Loan or Loan Pair, as the case may be, if
such sub-servicer meets the requirements that a successor master servicer would be required to satisfy to be a successor master
servicer set forth in Section 8.22(b); provided, that the Master Servicer shall be required to provide each Rating
Agency with a Rating Agency Communication.


 


Section 8.29     Procedure
Upon Termination.


 


(a)          Notice
of any termination pursuant to clause (i) of the first (1st) paragraph of Section 8.28, specifying the
Master Servicer Remittance Date upon which the final transfer by the Master Servicer to the Certificate Administrator shall be
made, shall be given promptly in writing by the Master Servicer to the Certificate Administrator no later than the later of (i)
five (5) Business Days after the final payment or other liquidation of the last of the Mortgage Loans or (ii) the sixth (6th)
day of the month of such final distribution. Promptly upon receipt of any such notice of termination, the Certificate Administrator
shall forward such notice of termination to the other parties to this Agreement. Upon any such termination, the duties of the Master
Servicer (other than the obligation of the Master Servicer to pay to the Certificate Administrator the amounts remaining in the
Collection Account as set forth below and the obligations of the Master Servicer to the Trustee and the Trust that survive termination
of this Agreement as provided herein) shall terminate and the Master Servicer shall transfer to the Certificate Administrator the
amounts remaining in the Collection Account (and any sub-account) after making the withdrawals permitted to be made pursuant to
Section 5.2 and shall thereafter terminate the Collection Account and any other account or fund maintained with respect
to the Mortgage Loans.


 


(b)          On
the date specified in a written notice of termination given to the Master Servicer pursuant to clause (ii) of the first
(1st) paragraph of Section 8.28, or on the date on which a written notice of termination is given to the Master
Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28 all authority, power and
rights of the Master Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall terminate (except
for any rights relating to indemnification, unpaid servicing compensation or unreimbursed Advances and related interest); provided,
that in no event shall the termination of the Master Servicer be effective until a successor master servicer shall have (i) succeeded
the Master Servicer as successor master servicer, (ii) notified the Master Servicer of such succession and (iii) assumed the Master
Servicer’s obligations and responsibilities under this Agreement pursuant to a writing executed by the successor master servicer
and delivered to each of the other parties hereto. Except as provided in the next sentence, the Trustee may not succeed the Master
Servicer as servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the business of
the Master Servicer pursuant to Section 8.22(b) hereof. Notwithstanding the foregoing sentence, if the Master Servicer is
terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii), the Trustee
shall act as


 






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successor servicer immediately upon delivery of a notice of termination to the Master Servicer and shall use commercially
reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to satisfy the conditions of Section
8.22(b) hereof or to transfer the duties of the Master Servicer to a successor servicer who has satisfied such conditions.
The Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, 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 agrees to cooperate with the Trustee, the Custodian and the Certificate
Administrator in effecting the termination of the Master Servicer’s responsibilities and rights hereunder as Master Servicer
including, without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents
and records in electronic or other form reasonably requested by it to enable the successor servicer designated by the Trustee to
assume the Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of
all amounts which shall at the time be or should have been deposited by the Master Servicer in the Collection Account and any other
account or fund maintained or thereafter received with respect to the Mortgage Loans.


 


(c)          If
(i) the Master Servicer receives a written notice of termination (A) pursuant to clause (ii) of the first (1st)
paragraph of Section 8.28 relating solely to a Servicer Termination Event set forth in clause (viii) or (ix)
of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer provides the Trustee with the appropriate
“request for proposal” materials within five (5) Business Days after receipt of such written notice of termination,
then the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer)
solicit good faith bids for the rights to service the Mortgage Loans under this Agreement from at least three (3) but no more than
five (5) Qualified Bidders or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine
are Qualified Bidders. At the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from
whom to solicit such bids. In no event shall the Trustee be responsible if less than three (3) Qualified Bidders submit bids for
the right to service the Mortgage Loans under this Agreement.


 


(d)          Each
bid proposal shall require any Successful Bidder, as a condition of its bid, to (i) enter into this Agreement as successor master
servicer and (ii) agree to be bound by the terms hereof, not later than sixty (60) days after termination of the Master Servicer
hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as the Master
Servicer may direct) (the “Successful Bidder”) to act as successor master servicer hereunder. The Trustee shall
direct the Successful Bidder to enter into this Agreement as successor master servicer pursuant to the terms hereof, and in connection
therewith to deliver the amount of the Successful Bidder’s cash bid to the Trustee or its designee by wire transfer of immediately
available funds to an account specified by the Trustee or its designee no later than 10:00 a.m. New York City time on the date
specified for the assignment and assumption of the servicing rights hereunder.


 


(e)          Upon
the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the
Trustee shall remit or cause to be


 






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remitted to the terminated Master Servicer the amount of such cash bid received from the Successful
Bidder (net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer
of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City
time on the date specified for the assignment and assumption of the servicing rights hereunder.


 


(f)          If
the Successful Bidder has not entered into this Agreement as successor Master Servicer within thirty (30) days after the termination
of the Master Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further
obligations under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance
with Section 8.29(b).


 


(g)          If
the Master Servicer is terminated as a result of an event described in Section 8.28(a)(viii), the Master Servicer shall
have the right to enter into a sub-servicing agreement or primary servicing agreement with the successor master servicer with respect
to all applicable Mortgage Loans that are not subject to a sub-servicing agreement or primary servicing agreement, if the Master
Servicer (i) is acting as primary servicer in a commercial mortgage loan securitization that was rated by Moody’s and a commercial
mortgage loan securitization that was rated by KBRA, in each case within the twelve (12) month period prior to the date of determination
(or, in the case of the initial master servicer, prior to the Closing Date), and neither Moody’s nor KBRA has downgraded
or withdrawn the then current rating on any class of related commercial mortgage securities or placed any related class of commercial
mortgage securities on watch publicly citing the continuation of such primary servicer as primary servicer of such commercial mortgage
securities as the sole or material reason for such downgrade or withdrawal (or placement on watch), (ii) has a master servicer
rating of at least “CMS3” from Fitch, and (iii) is acting as primary servicer in a commercial mortgage loan securitization
that was rated by an NRSRO within the twelve (12) month period prior to the date of determination, and Morningstar has not qualified,
downgraded or withdrawn the then-current rating or ratings of one or more classes of certificates citing servicing concerns with
the Master Servicer as the sole or material factor in such rating action; or, in the case of each such Rating Agency, be otherwise
acceptable to such Rating Agency as evidenced by a Rating Agency Confirmation.


 


(h)          If
the Trustee or an Affiliate acts pursuant to this Section 8.29 as successor to the resigning or terminated Master Servicer,
it may reduce the Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master Servicer
would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning
or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 8.29, it may reduce the Excess
Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified
successor Master Servicer that meets the requirements of this Section 8.29.


 


Section 8.30     Certain
Matters with Respect to Joint Mortgage Loans.


 


(a)          If
a Seller of a Joint Mortgage Loan (a “Repurchasing Seller”) repurchases, or substitutes for, the Mortgage Note(s)
(as such term is defined in this Section 8.30(a)) (a “Repurchased Note”) related to such Joint Mortgage
Loan that it sold to the Depositor, but the other Seller of such Joint Mortgage Loan does not repurchase, or substitute


 






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for, the
Mortgage Note(s) related to such Joint Mortgage Loan that it sold to the Depositor, the provisions of this Section 8.30
shall apply prior to the adoption, pursuant to Section 14.3(i), of any amendment to this Agreement that provides otherwise.
Each Seller of a Joint Mortgage Loan has agreed pursuant to the terms of the related Mortgage Loan Purchase Agreement that the
terms set forth in this Section 8.30 with respect to the servicing and administration of such Joint Mortgage Loan shall
apply if one or more of the Mortgage Notes related to such Joint Mortgage Loan has been repurchased or, by way of substitution,
otherwise removed from the Trust and at least one other Mortgage Note related to such Joint Mortgage Loan is included in the Trust
until such time as all of the Mortgage Notes related to such Joint Mortgage Loan are no longer included in the Trust. For purposes
of this Section 8.30, Section 14.3(i) and Section 14.9 only, “Mortgage Note” shall mean
with respect to any Joint Mortgage Loan, each original promissory note that collectively represents the Mortgage Note (as defined
in Article I) with respect to such Joint Mortgage Loan and shall not be a collective reference to such promissory notes.


 


(b)          Custody
of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held exclusively
by the Custodian (on behalf of the Trustee) as provided under this Agreement, except that the Repurchasing Seller shall hold and
retain title to its original Repurchased Note and any related endorsements thereof.


 


(i)          All
of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Mortgage Note shall
have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments from the related
Mortgagor (including, without limitation, any Late Fees) or any other amounts received with respect to each Mortgage Note shall
be collected as provided in this Agreement by the Master Servicer and shall be applied upon receipt by the Master Servicer pro
rata to each related Mortgage Note based on its respective Repurchased Percentage Interest (as defined in Section 8.30(b)(ii)),
subject to Section 8.30(b)(ii). Payments or any other amounts received with respect to the related Repurchased Note shall
be held in trust for the benefit of the applicable Repurchasing Seller and remitted (net of its pro rata share of any Master
Servicing Fees, Special Servicing Fees, Trust Advisor Fees and any other amounts due to the Master Servicer or the Special Servicer)
to the applicable Repurchasing Seller or its designee by the Master Servicer on each Distribution Date pursuant to instructions
provided by the applicable Repurchasing Seller and deposited and applied in accordance with this Agreement, subject to Section
8.30(b)(ii). If any Joint Mortgage Loan to which this Section 8.30 applies becomes an REO Loan, payments or any other
amounts received with respect to any such Joint Mortgage Loan shall be collected and shall be applied upon receipt by the Master
Servicer pro rata to each related Mortgage Note based on its respective Repurchased Percentage Interest, subject to Section
8.30(b)(ii). Any Appraisal Reductions calculated with respect to any Joint Mortgage Loan subject to this Section 8.30
shall be allocated to each related Mortgage Note pro rata based upon the respective Unpaid Principal Balances thereof.


 


(ii)        If
the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due
under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Seller shall receive from the Master Servicer
an amount equal to such Repurchasing Seller’s Repurchased Percentage Interest of such payment. All expenses, losses and shortfalls
relating solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable Advances,
interest


 






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on Servicing Advances, Trust Advisor Expenses, Special Servicing Fees, Workout Fees and Liquidation Fees (including any
such fees related to the applicable Mortgage Notes), shall be allocated between the holders of the related Mortgage Notes pro
rata based upon the respective Unpaid Principal Balances thereof. In no event shall any costs,
expenses, fees or any other amounts related to any Mortgage Loan or Joint Mortgage Loan other than the applicable Joint Mortgage
Loan be deducted from payments or any other amounts received with respect to such Joint Mortgage Loan and payable to the applicable
Repurchasing Seller. For purposes of Section 8.30(b)(i), this Section 8.30(b)(ii) and Section 8.30(g), “Repurchased
Percentage Interest” shall mean the percentage interest of the applicable Seller in the applicable Joint Mortgage Loan.


 


(iii)       A
Joint Mortgage Loan to which this Section 8.30 applies shall be serviced for the benefit of the applicable Repurchasing
Seller and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the Servicing Standard
and in accordance with the provisions herein as if (A) such Joint Mortgage Loan were a Loan Pair, (B) the related Mortgage Note(s)
not repurchased were (1) a Serviced Pari Passu Mortgage Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage
Loan, and (C) the related Repurchased Note were a Serviced Companion Loan. No Repurchasing Seller shall be permitted to terminate
the Master Servicer, the Special Servicer or the Trust Advisor as servicer, special servicer or trust advisor, respectively, of
the related Repurchased Note. All rights of the mortgagee under each such Joint Mortgage Loan shall be exercised by the Master
Servicer or the Special Servicer, on behalf of the Trust to the extent of its interest therein and the applicable Repurchasing
Seller in accordance with this Agreement.


 


(iv)        The
related Repurchasing Seller shall be treated hereunder as if it were a Serviced Companion Loan noteholder on a pari passu
basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the applicable Mortgage Notes
shall be deposited and disbursed in accordance with the provisions hereof relating to holders of Loan Pairs that are pari passu
in right of payment. Compensation shall be paid to the Master Servicer, the Special Servicer and the Trust Advisor with respect
to each Repurchased Note as provided in this Agreement as if each such Mortgage Note were a Serviced Companion Loan. None of the
Trustee, the Certificate Administrator, the Custodian, the Master Servicer, the Special Servicer or the Trust Advisor shall have
any obligation to make P&I Advances with respect to any Repurchased Note or, if no related Mortgage Note is part of the Trust,
a Servicing Advance with respect to any Repurchased Note. Except as otherwise specified herein, the Master Servicer and the Special
Servicer shall have no reporting requirement with respect to any Repurchased Note other than to deliver to the related Repurchasing
Seller any document as is required to be delivered to a holder of a Serviced Companion Loan hereunder.


 


(c)          If
any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 8.30 applies is considered a Specially
Serviced Mortgage Loan, then any related Repurchased Note shall also be a Specially Serviced Mortgage Loan under this Agreement.
The Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing
Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee,
Workout Fee and/or Liquidation Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Companion
Loan.


 






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(d)          If
(A) the Master Servicer shall pay any amount to any Repurchasing Seller pursuant to the terms hereof in the belief or expectation
that a related payment has been made or will be received or collected in connection with either or both of the applicable Mortgage
Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable Repurchasing Seller
shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master Servicer determines at
any time that any amount received or collected by the Master Servicer in respect of any Joint Mortgage Loans to which this Section
8.30 applies must be returned to the related Mortgagor or paid to any other person or entity pursuant to any insolvency law
or otherwise, notwithstanding any other provision of this Agreement, the Master Servicer shall not be required to distribute any
portion thereof to the related Repurchasing Seller, and such Repurchasing Seller shall promptly on demand by the Master Servicer
repay (which obligation shall survive the termination of this Agreement) any portion thereof that the Master Servicer shall have
distributed to such Repurchasing Seller, together with interest thereon at such rate, if any, as the Master Servicer may pay to
the related Mortgagor or such other person or entity with respect thereto.


 


(e)          Subject
to this Agreement (including, without limitation, the consent and consultation rights of the Controlling Class Representative and
any consultation rights of the Trust Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders
of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions
and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided
hereunder. Without limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable,
may agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on,
permit the release, addition or substitution of collateral securing, and/or permit the release of the related Mortgagor on or any
guarantor of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 8.30, without
the consent of the related Repurchasing Seller, subject, however, to the terms of this Agreement as they pertain to a Serviced
Companion Loan.


 


(f)          In
taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be subject
to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans to which this Section
8.30 applies as is consistent with this Agreement; and shall be liable to any Repurchasing Seller only to the same extent as
set forth herein with respect to any holder of a Serviced Companion Loan.


 


(g)          If
the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note which
would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable
Advance, the applicable Repurchasing Seller shall reimburse the Trust in an amount equal to such Repurchasing Seller’s Repurchased
Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding the foregoing, the applicable Repurchasing
Seller shall not be obligated to reimburse the Trustee, the Master Servicer or the Special Servicer (and amounts due to the applicable
Repurchasing Seller shall not be offset) for Advances or interest thereon or any amounts related to any Mortgage Loan or any other
Joint Mortgage Loan other than such amounts relating to the applicable Repurchased Note. To the


 






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extent that the applicable Repurchasing
Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered, the applicable Repurchasing Seller
shall receive a reimbursement from such recovery based on its Repurchased Percentage Interest of such recovery. This reimbursement
right shall not limit the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement
under this Agreement. Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Seller
shall not exceed an amount equal to its Repurchased Percentage Interest of the amount to be reimbursed.


 


(h)          Each
Repurchasing Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related
Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)          The
Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Seller as a holder
of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation statements
and other documents and instruments necessary to maintain the lien created by any Mortgage or other security document related to
the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications, waivers,
amendments or consents to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of satisfaction
or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related Repurchased
Note or related Repurchased Notes and the related Mortgaged Property all in accordance with, and subject to, the terms of this
Agreement. Each Repurchasing Seller agrees to furnish, or cause to be furnished, to the Master Servicer and the Special Servicer
any powers of attorney or 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 under this Agreement related to the applicable Joint Mortgage
Loan; provided that such Repurchasing Seller shall not be liable, and shall be indemnified by the Master Servicer or the
Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer
or the Special Servicer, as the case may be; and further provided that the Master Servicer or the Special Servicer,
without the written consent of the applicable Repurchasing Seller, shall not initiate any action in the name of such Repurchasing
Seller without indicating its representative capacity or take any action with the intent to cause and that actually causes, such
Repurchasing Seller to be registered to do business in any state.


 


Pursuant to the related
Mortgage Loan Purchase Agreement, the applicable Repurchasing Seller is required to deliver to the Master Servicer or the Special
Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased Note, any requests for release and
any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale
in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or rights provided by the
Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related Repurchased Note.


 






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Section 8.31     Delivery
of Excluded Information to the Certificate Administrator.


 


Any Excluded Information
that the Master Servicer, the Special Servicer or the 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 8.31 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 shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 5.4(a). When so posted, Excluded
Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling
Class Mortgage Loans on the Certificate Administrator’s Website (unless 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
Mortgage Loans). None of the Master Servicer, the Special Servicer or the Trust Advisor shall have any obligations to separately
label and deliver any Excluded Information in accordance with this Section 8.31 until such party has received written notice
with respect to the related Excluded Controlling Class Mortgage Loan in the form of Exhibit I-1E to this Agreement. The
Controlling Class Representative and any Controlling Class Certificateholder shall be entitled to receive, request and review any
Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect to which the Controlling Class Representative
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate
Administrator’s Website, such Controlling Class Representative or Controlling Class Certificateholder that is not a Borrower
Party with respect to the related Excluded Controlling Class Mortgage Loan shall be permitted to obtain such information in accordance
with Section 5.6(c).


 


ARTICLE
IX

ADMINISTRATION AND SERVICING OF

SPECIALLY SERVICED MORTGAGE LOANS BY SPECIAL SERVICER


 


Section 9.1       Duties
of Special Servicer.


 


(a)          Subject
to the express provisions of this Agreement, for and on behalf of the Trust and for the benefit of the Certificateholders as a
whole, and, solely as it relates to any A/B Whole Loan, for the benefit of the holder of the related Serviced B Note and, solely
as it relates to any Loan Pair, for the benefit of the holder of the related Serviced Companion Loan and any related Serviced B
Note, the Special Servicer shall service the Specially Serviced Mortgage Loans and manage the related REO Properties and, with
respect to all Mortgage Loans (other than Non-Serviced Mortgage Loans and related Non-Serviced Companion Loans), Loan Pairs and
A/B Whole Loans, process (and its consent shall be required for all) Major Decisions and Special Servicer Decisions (provided,
that the Master Servicer and the Special Servicer may mutually agree that the Master Servicer shall process, and obtain the prior
written consent of the


 



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Special Servicer with respect to, any Major Decision or Special Servicer Decision with respect to Non-Specially
Serviced Mortgage Loans), in all cases in accordance with the Servicing Standard and the terms of this Agreement. Certain of the
provisions of this Article IX make explicit reference to their applicability to Mortgage Loans, any Serviced Companion Loan
and any Serviced B Note; notwithstanding such explicit references, references in this Article IX to “Mortgage Loans”
shall be construed, unless otherwise specified, to refer also to such Serviced B Note and such Serviced Companion Loan (but any
other terms that are defined in Article I and used in this Article IX shall be construed according to such definitions
without regard to this sentence).


 


(b)          Subject
to Section 5.4(e), the Special Servicer shall cooperate with the Master Servicer and provide the Master Servicer with the
information reasonably requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform
its servicing obligations with respect to the Specially Serviced Mortgage Loans hereunder. Except with respect to Major Decisions
and Special Servicer Decisions, the Special Servicer’s obligations with respect to the servicing of any Specially Serviced
Mortgage Loan and any related REO Properties shall terminate when such Specially Serviced Mortgage Loan has become a Rehabilitated
Mortgage Loan, unless and until another Servicing Transfer Event with respect to such Rehabilitated Mortgage Loan occurs.


 


(c)          The
Special Servicer shall send a written notice to the Master Servicer, the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period), any
holder of a related Serviced B Note or Serviced Companion Loan and the Certificate Administrator within five (5) Business Days
after becoming aware that a Mortgage Loan has become a Rehabilitated Mortgage Loan, which notice shall identify the applicable
Mortgage Loan. Upon the receipt of such notice by the Master Servicer and the Certificate Administrator, such Mortgage Loan shall
constitute a Rehabilitated Mortgage Loan and will be serviced by the Master Servicer.


 


(d)          Upon
the occurrence of a Servicing Transfer Event with respect to a Mortgage Loan and upon the reasonable request of the Special Servicer,
the Master Servicer shall mark its records for such Mortgage Loan to cause any monthly statements for amounts due thereon to be
sent thereafter to the Special Servicer rather than the related Mortgagor. Upon receipt of any such monthly statement, the Special
Servicer shall, within two (2) Business Days, advise the Master Servicer of any changes to be made, and return the monthly statement
to the Master Servicer. The Master Servicer shall thereafter promptly send the corrected monthly statement to the Mortgagor. If
a Mortgage Loan becomes a Rehabilitated Mortgage Loan, the Master Servicer shall resume sending the monthly statements to the Mortgagor
as it did before such Mortgage Loan became a Specially Serviced Mortgage Loan.


 


(e)          (i)
All amounts collected by the Master Servicer with respect to a Specially Serviced Mortgage Loan (other than a Mortgage Loan that
has become an REO Mortgage Loan and a Specially Serviced Mortgage Loan that is a Serviced B Note or Serviced Companion Loan) shall
be deposited in the Collection Account (or applicable sub-account thereof), and (ii) all amounts collected by the Master Servicer
with respect to a Specially Serviced Mortgage Loan that is a Serviced B Note or a Serviced Companion Loan shall be


 



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deposited in
the related Custodial Account. The Master Servicer shall within three (3) Business Days after receipt of any such payment, notify
the Special Servicer of the receipt of such payment and the amount thereof. The Special Servicer shall, within two (2) Business
Days thereafter, instruct the Master Servicer in writing how to apply such payment (with the application of such payments to be
made in accordance with the related Mortgage Loan documents (including the related Intercreditor Agreement, if any) or in accordance
with this Agreement, as applicable). The Special Servicer shall make efforts consistent with the Servicing Standard and the terms
of this Agreement to collect all special servicing fees, liquidation fees and workout fees called for under the terms and provisions
of the Mortgage Loan documents for each applicable Specially Serviced Mortgage Loan.


 


(f)          After
the occurrence of any Servicing Transfer Event with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) if
it is the subject of any Environmental Insurance Policy, (i) the Special Servicer shall monitor the dates by which any claim must
be made or action must be taken under such Environmental Insurance Policy to achieve the payment of all amounts thereunder to which
the Trust is entitled if the Special Servicer has actual knowledge of any event giving rise to a claim under such Environmental
Insurance Policy and (ii) if the Special Servicer has actual knowledge of such an event with respect to such Mortgage Loan, the
Special Servicer shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of
the related Environmental Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust
is entitled thereunder. Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection
with any such claim shall be paid by, and reimbursable to, the Master Servicer (of if applicable, the Special Servicer) as a Servicing
Advance. All extraordinary expenses (but not ordinary and routine or anticipated expenses) incurred by the Special Servicer in
fulfilling its obligations under this Section 9.1(f) shall be paid by the Trust.


 


Section
9.2       Fidelity Bond and Errors and Omissions Insurance Policy of Special Servicer. The
Special Servicer, at its expense, shall maintain in effect a Servicer Fidelity Bond and a Servicer Errors and Omissions
Insurance Policy. The Servicer Errors and Omissions Insurance Policy and Servicer Fidelity Bond shall be issued by a
Qualified Insurer (unless the Special Servicer self-insures as provided below) and be in form and amount consistent with the
Servicing Standard. If any such Servicer Errors and Omissions Insurance Policy or Servicer Fidelity Bond ceases to be in
effect, the Special Servicer shall obtain a comparable replacement policy or bond from an insurer or issuer meeting the
requirements set forth above as of the date of such replacement. So long as the long-term debt obligation or deposit account
rating of the Special Servicer (or its corporate parent) is not less than two (2) rating categories (ignoring pluses or
minuses) lower than the highest rating of the Certificates, but not less than “A3” as rated by Moody’s and
not less than “A-” as rated by Fitch (or an A.M. Best equivalent), the Special Servicer may self-insure for the
Servicer Fidelity Bond and the Servicer Errors and Omissions Insurance Policy.


 


Section 9.3 Special
Servicer General Powers and Duties.


 


(a)          Subject
to the other terms and provisions of this Agreement (and, in the case of any Non-Serviced Mortgage Loan, subject to the servicing
of such Non-Serviced

  



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Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced
Mortgage Loan Special Servicer), including Section 10.3, the Special Servicer is hereby authorized and empowered when the
Special Servicer believes it appropriate in accordance with the Servicing Standard, to take any and all the actions with respect
to Non-Specially Serviced Mortgage Loans (when processing or approving Major Decisions or Special Servicer Decisions in respect
thereof) and Specially Serviced Mortgage Loans, in each case, that the Master Servicer may perform as set forth in Section 8.3(a),
including (i) to execute and deliver, on behalf of itself or the Trust (or holder of a Serviced B Note or Serviced Companion Loan,
as applicable), any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other
comparable instruments, with respect to Non-Specially Serviced Mortgage Loans (when processing Major Decisions or Special Servicer
Decisions in respect thereof) and the Specially Serviced Mortgage Loans and with respect to the related REO Properties and (ii)
to effectuate foreclosure or other conversion of the ownership of any Mortgaged Property securing a Specially Serviced Mortgage
Loan. The Trustee shall execute on the Closing Date a Power of Attorney substantially in the form of Exhibit O-2 (or such
other form as mutually agreed to by the Trustee and the Special Servicer) hereto and otherwise reasonably acceptable to the Trustee
and Special Servicer and shall furnish the Special Servicer from time to time, upon a written request from a Special Servicing
Officer, with any additional powers of attorney of the Trustee, substantially in the form of Exhibit O-2 (or such other
form as mutually agreed to by the Trustee and the Special Servicer) with such additions as may be reasonably necessary to empower
the Special Servicer to take such actions as it determines to be reasonably necessary to comply with its servicing, administrative
and management duties hereunder, and the Trustee shall execute and deliver or cause to be executed and delivered such other documents
as a Special Servicing Officer may request in writing, that are necessary or appropriate to enable the Special Servicer to service,
administer and manage the Specially Serviced Mortgage Loans and carry out its duties hereunder, in each case as the Special Servicer
determines is in accordance with the Servicing Standard and the terms of this Agreement; provided, that, the Special Servicer
shall not (i) take any action with the intent to cause and that actually causes the Trustee to be registered to do business in
any state; and (ii) without the Trustee’s prior written consent initiate any action, suit or proceeding solely under the
Trustee’s name without indicating the Special Servicer’s representative capacity; provided, further,
that the preceding clause (ii) shall not apply to the initiation of actions relating to a Mortgage Loan that the Special
Servicer is servicing pursuant to its respective duties herein (in which case the Special Servicer shall give prompt prior notice
to the Trustee of the initiation of such action). Upon receipt of any such advice from the Trustee, the Special Servicer shall
take such action in the name of such Person or Persons, in trust for the Trust (or holder of a Serviced B Note or Serviced Companion
Loan, if applicable), as shall be consistent with the Opinion of Counsel obtained by the Trustee. Such Person or Persons shall
acknowledge in writing that such action is being taken by the Special Servicer in the name of the Trust (or holder of a Serviced
B Note or the Serviced Companion Loan, if applicable). In the performance of its duties hereunder, the Special Servicer shall be
an independent contractor and shall not, except in those instances where it is, after notice to the Trustee as provided above,
taking action in the name of the Trust (or holder of a Serviced B Note or the Serviced Companion Loan, if applicable), be deemed
to be the agent of the Trust (or holder of a Serviced B Note or the Serviced Companion Loan, as applicable). If the Special Servicer
receives any notice of a suit, litigation or proceeding in the name of Wells Fargo Bank, National Association, solely in its capacity
as Trustee, then the


 



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Special Servicer shall promptly forward a copy of same to the Trustee. The Special Servicer shall indemnify
the Trustee for any loss, liability or reasonable expense (including attorneys’ fees) incurred by the Trustee or any director,
officer, employee, agent or Controlling Person of it or its affiliates in connection with any negligent or intentional misuse of
the foregoing powers of attorney furnished to the Special Servicer by the Trustee. Such indemnification shall survive the resignation
or termination of the Special Servicer hereunder, the resignation or termination of the Trustee and the termination of this Agreement.
The Special Servicer shall not have any responsibility or liability for any act or omission of the Trustee, the Custodian, the
Master Servicer or the Depositor that is not attributable to the failure of the Special Servicer to perform its obligations hereunder.
The Special Servicer may conclusively rely on any advice of counsel rendered in a Nondisqualification Opinion.


 


(b)          In
servicing and administering the Specially Serviced Mortgage Loans, managing any related REO Properties and processing Major Decisions
and Special Servicer Decisions, the Special Servicer shall employ procedures consistent with the Servicing Standard. The Special
Servicer shall inspect, or cause to be inspected each Mortgaged Property relating to a Specially Serviced Mortgage Loan as soon
as practicable after the subject Mortgage Loan became a Specially Serviced Mortgage Loan and thereafter at least every twelve (12)
months until such Mortgage Loan ceases to be a Specially Serviced Mortgage Loan. The Special Servicer shall provide to the Master
Servicer (who shall provide, solely as it relates to any A/B Whole Loan, to the holder of the related Serviced B Note, and solely
as it relates to any Loan Pair, to the holder of the related Serviced Companion Loan and any related Serviced B Note), the Certificate
Administrator, the 17g-5 Information Provider and, during any Subordinate Control Period and any Collective Consultation Period,
the Controlling Class Representative copies of the Inspection Reports relating to such inspections as soon as practicable after
the completion of any inspection. Any cost of any inspection performed under this Section 9.3(b) shall be an expense of
the Trust and shall be treated as a Servicing Advance or as an Additional Trust Expense if such Servicing Advance would be a Nonrecoverable
Advance. Notwithstanding the foregoing, the Special Servicer shall not be liable for its failure to prepare the reports required
pursuant to this Section 9.3(b) with respect to any Specially Serviced Mortgage Loan or REO Property if such failure is
caused by the Master Servicer’s failure to perform its obligations or provide information to the Special Servicer as required
by this Agreement.


 


(c)          Pursuant
to the related Intercreditor Agreement, each owner of a Serviced Companion Loan has agreed that the Master Servicer and the Special
Servicer are authorized and obligated to service and administer such Serviced Companion Loan pursuant to this Agreement.


 


(d)          Pursuant
to the applicable Non-Serviced Mortgage Loan Intercreditor Agreement, the owners of a Non-Serviced Mortgage Loan have agreed that
such owner’s rights in, to and under such Non-Serviced Mortgage Loan are subject to the servicing and all other rights of
the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer and such
Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer are authorized and obligated to service
and administer such Non-Serviced Mortgage Loan pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer’s obligations
and responsibilities hereunder and the Special Servicer’s authority with respect to any Non-Serviced


 



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Mortgage Loan are limited
by and subject to the terms of the applicable Non-Serviced Mortgage Loan Intercreditor Agreement and the rights of the applicable
Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer with respect thereto
under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Special Servicer shall take such actions as it
shall deem reasonably necessary to facilitate the servicing of any Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage
Loan Master Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer including, but not limited to, delivering appropriate
Requests for Release to the Trustee and Custodian (if any) in order to deliver any portion of the related Mortgage File to the
applicable Non-Serviced Mortgage Loan Master Servicer or applicable Non-Serviced Mortgage Loan Special Servicer under the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


(e)          Notwithstanding
anything to the contrary contained in this Agreement, with respect to the Non-Serviced Mortgage Loans, (i) during any Subordinate
Control Period and any Collective Consultation Period, the Controlling Class Representative shall be entitled to the rights of
the “Non-Directing Holder” (or similar term) under the related Intercreditor Agreement and (ii) at no time shall the
Trust Advisor be entitled to the rights of the “Non-Directing Holder” (or similar term) under the related Intercreditor
Agreement.


 


Section 9.4       Sub-Servicers.
The Special Servicer shall have the right to use a Sub-Servicer on the
same terms and conditions as those set forth in Section 8.4 for a Sub-Servicer of the Master Servicer, except as set forth
in this Section 9.4. The Special Servicer shall notify the Master Servicer, Trustee, Custodian and solely as it relates
to any A/B Whole Loan, the holder of the related Serviced B Note, and solely as it relates to any Loan Pair, the holder of the
related Serviced Companion Loan and any related Serviced B Note, of the appointment of any Sub-Servicer of the Special Servicer.
The Special Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Special
Servicer shall not enter into future sub-servicing contracts unless it has provided to each Rating Agency a Rating Agency Communication
with respect thereto. Notwithstanding anything to the contrary contained in this Agreement, (i) the Special Servicer shall not
enter into any sub-servicing agreement with respect to any Mortgage Loan that provides for the performance by third parties of
any or all of its obligations hereunder, without the consent of the Applicable Control Party (which consent shall not be unreasonably
delayed or withheld), except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements,
(ii) 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
Special Servicer and (iii) after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion
Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements
of the Exchange Act, the Special Servicer, shall not enter into a sub-servicing agreement with any Prohibited Party.


 


Section 9.5      ”Due-on-Sale”
Clauses; Assignment and Assumption Agreements; Modifications of Specially Serviced Mortgage Loans; Due-on-Encumbrance Clauses.
 Subject to Section 10.3, the terms and conditions of any related Intercreditor Agreement (in the case of any
A/B Whole Loan or Loan Pair) and the limitations of Section 12.3, the Special Servicer shall have the following duties
and rights:


 






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(a)          If
any Specially Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms:


 


(i)          provides
that such Specially Serviced Mortgage Loan shall (or may at the Mortgagee’s option) become due and payable upon the sale
or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or


 


(ii)         provides
that such Specially Serviced Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred,
without the consent of the related Mortgagee in connection with any such sale or other transfer;


 


then, the Special Servicer,
on behalf of the Trust, shall, subject to Section 10.3 and, in the case of any A/B Whole Loan or Loan Pair, the related
Intercreditor Agreement, and in accordance with the Servicing Standard and the REMIC Provisions, take such actions as it deems
to be in the best economic interest of the Trust in accordance with the Servicing Standard, and may waive or enforce any due-on-sale
clause contained in the related Mortgage Note or Mortgage; provided, that the Special Servicer provides each Rating Agency
with a Rating Agency Communication prior to waiving the effect of such provision. In connection with each such Rating Agency Communication,
the Special Servicer shall prepare and, subject to Section 5.7, deliver to the Rating Agencies a memorandum outlining its
analysis and recommendation in accordance with the Servicing Standard, together with copies of all relevant documentation. As to
any Non-Specially Serviced Mortgage Loan that contains a provision in the nature of a “due-on-sale” clause, the Special
Servicer shall have the rights and duties set forth in Section 8.7.


 


In connection with the waiver
of any due-on-sale clause under a Specially Serviced Mortgage Loan in accordance with this Section 9.5(a), the Special Servicer
is authorized to take or enter into an assignment and assumption agreement from or with the Person to whom such property has been
or is about to be conveyed, and/or to release the original Mortgagor from liability upon the Specially Serviced Mortgage Loan and
substitute the new Mortgagor as obligor thereon; provided that, except as otherwise permitted by Section 9.5(c),
any such assignment and assumption or substitution agreement shall contain no terms that could result in an Adverse REMIC Event.
To the extent permitted by law, the Special Servicer shall enter into an assumption or substitution agreement that is required
under the related Mortgage Loan documents (either as a matter of right or upon satisfaction of specified conditions) and shall
otherwise enter into any assumption or substitution agreement only if the credit status of the prospective new mortgagor and the
underwriting of the new mortgagor is in compliance with the Special Servicer’s regular commercial mortgage origination or
servicing standards and criteria. The Special Servicer shall notify the Master Servicer of any such assignment and assumption or
substitution agreement and the Special Servicer shall forward to the Custodian (on the Trustee’s behalf) the original of
such agreement (and to the Master Servicer, a copy thereof), which original shall be added by the Custodian (on the Trustee’s
behalf) to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent
as all other documents and instruments constituting a part thereof.


 


(b)          In
connection with any assignment and assumption of a Specially Serviced Mortgage Loan, in no event shall the Special Servicer consent
to the creation of any lien on a Mortgaged Property that is senior to, or on a parity with, the lien of the related Mortgage unless


 



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it is consistent with the Servicing Standard and the REMIC Provisions and the Special Servicer has received the consent of the
Applicable Control Party. Nothing in this Section 9.5 shall constitute a waiver of the Trustee’s right, as the mortgagee
of record, to receive notice of any assignment and assumption of a Specially Serviced Mortgage Loan, any sale or other transfer
of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property.


 


(c)          Subject
to the Servicing Standard, the rights and duties of the Master Servicer under Section 8.18 and any rights of the Controlling
Class Representative set forth in Section 10.3, the Special Servicer may enter into any modification, waiver or amendment
(including, without limitation, the substitution or release of collateral or the pledge of additional collateral) of the terms
of any Specially Serviced Mortgage Loan, including any modification, waiver or amendment to (i) reduce the amounts owing under
any Specially Serviced Mortgage Loan by forgiving principal, accrued interest and/or any Prepayment Premium, (ii) reduce the amount
of the Scheduled Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate,
(iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage
Loan, (iv) extend the Maturity Date of any Specially Serviced Mortgage Loan and/or (v) accept a principal prepayment on any Specially
Serviced Mortgage Loan during any period during which voluntary Principal Prepayments are prohibited, provided, in the case
of any such modification, waiver or amendment, that (A) the related Mortgagor is in default with respect to the Specially Serviced
Mortgage Loan or, in the reasonable judgment of the Special Servicer, such default is reasonably foreseeable, (B) in the reasonable
judgment of the Special Servicer, such modification, waiver or amendment would result in a recovery to Certificateholders, the
holder of the related Serviced Companion Loan and the holder of any related Serviced B Note (as a collective whole) on a net present
value basis (calculated in accordance with Section 1.2(e)) that would be equal to or greater than the recovery that would
result if the applicable Specially Serviced Mortgage Loan were liquidated, as set forth in writing delivered by the Special Servicer
to the Trustee and the Certificate Administrator, (C) such modification, waiver or amendment would not cause an Adverse REMIC Event
or Adverse Grantor Trust Event (including with respect to any securities evidencing interests in any A Note or any B Note) to occur,
and (D) if notice to, receipt of consent, approval or direction from, or consultation with the Controlling Class Representative
(during any Subordinate Control Period and any Collective Consultation Period) or any related Loan-Specific Directing Holder (with
respect to an A/B Whole Loan or a Loan Pair as to which the holder of a related B Note or Companion Loan (or controlling portion
thereof), as applicable, or its designee is the related Loan-Specific Directing Holder), as applicable, is required in connection
with such modification, waiver or amendment pursuant to Section 10.3 or any applicable Intercreditor Agreement, then the
Special Servicer has made such notice, obtained (or been deemed to have obtained) such consent, approval or direction or completed
such consultation, as the case may be. The Special Servicer, with respect to any Serviced B Note and any Serviced Companion Loan
that is a Specially Serviced Mortgage Loan, shall notify the holder of the Serviced B Note and the Serviced Companion Loan, as
applicable, of any modification of the monthly payments of an A/B Whole Loan or a Loan Pair, as the case may be, and such monthly
payments shall be allocated in accordance with the related Intercreditor Agreement.


 






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In no event, however, shall
the Special Servicer (i) extend the Maturity Date of a Specially Serviced Mortgage Loan beyond a date that is five (5) years prior
to the Rated Final Distribution Date or (ii) if the Specially Serviced Mortgage Loan is secured by a ground lease, extend the Maturity
Date of such Specially Serviced Mortgage Loan unless the Special Servicer gives due consideration to the remaining term of such
ground lease. The Special Servicer shall not extend the Maturity Date of any Mortgage Loan secured by a Mortgaged Property covered
by a group secured creditor impaired property environmental insurance policy for more than five (5) years beyond such Mortgage
Loan’s Maturity Date unless a new Phase I Environmental Report indicates that there is no environmental condition or the
Mortgagor obtains, at its expense, an extension of such policy on the same material terms and conditions to cover the period through
five (5) years past the extended Maturity Date, provided that, if such Mortgage Loan is secured by a ground lease, the Special
Servicer shall give due consideration to the remaining term of the ground lease.


 


The determination of the
Special Servicer contemplated by clause (B) of the proviso to the first (1st) paragraph of this Section 9.5(c)
shall be evidenced by an Officer’s Certificate certifying the information in the proviso to the first (1st) paragraph
under this subsection (c).


 


(d)          If
the Special Servicer intends to permit a Mortgagor to substitute collateral for all or any portion of a Mortgaged Property pursuant
to Section 9.5(c) or pledge additional collateral for the Mortgage Loan pursuant to Section 9.5(c), if the security
interest of the Trust, the holder of any Serviced Companion Loan or the holder of any Serviced B Note in such collateral would
be perfected by possession, or if such collateral requires special care or protection, then prior to agreeing to such substitution
or addition of collateral, the Special Servicer shall make arrangements for such possession, care or protection, and prior to agreeing
to such substitution or addition of collateral (or such arrangement for possession, care or protection) shall obtain the prior
written consent of the Trustee with respect thereto (which consent shall not be unreasonably withheld, delayed or conditioned);
provided, that the Trustee shall not be required (but has the option) to consent to any substitution or addition of collateral
or to hold any such collateral which will require the Trustee to undertake any additional duties or obligations or incur any additional
expense. The Special Servicer shall provide each Rating Agency with a Rating Agency Communication in connection with any consent
to the substitution of collateral for any portion of the Mortgaged Property pursuant to Section 9.5(c).


 


(e)          The
Special Servicer shall promptly deliver to the Master Servicer, the Controlling Class Representative (during any Subordinate Control
Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period), the Trustee,
the Custodian, the Certificate Administrator and, subject to Section 5.7, the Rating Agencies (and, solely with respect
to an A/B Whole Loan, the holder of the related Serviced B Note and solely with respect to a Loan Pair, the holder of the related
Serviced Companion Loan and any related Serviced B Note) a notice, specifying any assignments and assumptions, modifications, waivers
or amendments executed pursuant to this Section 9.5, such notice identifying the affected Specially Serviced Mortgage Loan.
Such notice shall set forth the reasons for such waiver, modification, or amendment (including, but not limited to, information
such as related income and expense statements, rent rolls, occupancy status, property inspections, and an internal or external
appraisal performed in accordance with MAI standards and


 



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methodologies (and, if done externally, the cost of such appraisal shall
be recoverable as a Servicing Advance subject to the provisions of Section 4.4 hereof)). The Special Servicer shall also
deliver to the Custodian (on the Trustee’s behalf), for deposit in the related Mortgage File, an original counterpart of
the agreement relating to such modification, waiver or amendment promptly following the execution thereof (with a copy thereof
to the Master Servicer).


 


(f)          The
Special Servicer may require, in its discretion (unless prohibited or otherwise provided in the related Mortgage Loan documents),
as a condition to granting any request by a Mortgagor for any consent, modification, waiver or amendment, that such Mortgagor pay
a reasonable and customary modification fee to the extent permitted by law. No fee described in this Section shall be collected
by the Special Servicer from the Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any modification,
waiver or amendment of the Mortgage Loan 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 Regulation Section 1.860G-2(b).
Subject to the foregoing, the Special Servicer shall use its reasonable efforts, in accordance with the Servicing Standard, to
collect any modification fees and other expenses connected with a permitted modification of a Mortgage Loan from the Mortgagor.
The inability of the Mortgagor to pay any costs and expenses of a proposed modification shall not impair the right of the Special
Servicer, the Master Servicer, the Custodian or the Trustee to be reimbursed by the Trust for such expenses (including any cost
and expense associated with any Opinion of Counsel).


 


(g)          The
Special Servicer shall cooperate with the Master Servicer (to the extent required by, and as provided in, Section 8.7) in
connection with assignments and assumptions of any Non-Specially Serviced Mortgage Loan. As to any Non-Specially Serviced Mortgage
Loan that contains a provision in the nature of a “due-on-encumbrance” clause, the Special Servicer shall have the
rights and duties set forth in Section 8.7.


 


(h)          If
any Specially Serviced Mortgage Loan which contains a provision in the nature of a “due-on-encumbrance” clause, which
by its terms:


 


(i)          provides
that such Specially Serviced Mortgage 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 a lien on an ownership interest in 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 a lien on an ownership interest in the Mortgagor,


 


then, for so long as such Specially Serviced
Mortgage Loan is included in the Trust, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall exercise
(or, subject to Section 10.3 and, in the case of any A/B Whole Loan or the related Loan Pair, the related Intercreditor
Agreement, waive its right to exercise) any right it may have with respect to such Specially Serviced Mortgage Loan (x) to accelerate
the payments thereon, or (y) to withhold its consent to the creation of any such additional lien or other encumbrance, in a manner
consistent with the Servicing Standard. Prior to waiving the effect of such provision with respect to such


 



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Specially Serviced Mortgage
Loan, the Special Servicer shall provide each Rating Agency with a Rating Agency Communication regarding such waiver.


 


Section 9.6       Custodian
to Cooperate; Release of Mortgage Files.


 


(a)          Upon
becoming aware of the payment in full of any Specially Serviced Mortgage Loan, or the receipt by the Special Servicer of a notification
that payment in full will be escrowed in a manner customary for such purposes, or the complete defeasance of a Mortgage Loan, the
Special Servicer will immediately notify the Master Servicer. The Special Servicer shall determine, in accordance with the Servicing
Standard, whether an instrument of satisfaction shall be delivered and, if the Special Servicer determines that such instrument
should be delivered, the Special Servicer shall deliver written approval of such delivery to the Master Servicer.


 


(b)          From
time to time and as appropriate for the servicing or foreclosure of any Specially Serviced Mortgage Loan or the management of the
related REO Property and in accordance with the Servicing Standard, the Trustee shall execute or cause to be executed such documents
as shall be prepared and furnished to the Trustee by a Special Servicing Officer (in form reasonably acceptable to the Trustee)
and as are necessary for such purposes. The Custodian (on the Trustee’s behalf) shall, upon request of the Special Servicer
and delivery to the Trustee and Custodian of a request for release signed by a Special Servicing Officer substantially in the form
of Exhibit C, release the related Mortgage File to the Special Servicer.


 


(c)          The
Special Servicer shall, with respect to any Rehabilitated Mortgage Loan, deliver to the Master Servicer copies of all documents
and instruments in the possession of the Special Servicer related to such Rehabilitated Mortgage Loan. Prior to the transfer of
servicing with respect to any Rehabilitated Mortgage Loan to the Master Servicer in accordance with the Servicing Standard, the
Special Servicer shall notify, in writing, the Mortgagor under such Rehabilitated Mortgage Loan of such transfer.


 


(d)          With
respect to any Non-Serviced Loan Combination, if pursuant to the related Intercreditor Agreement and the Other Companion Loan Pooling
and Servicing Agreement, and as appropriate for enforcing the terms of such Non-Serviced Loan Combination, the related Other Master
Servicer or Other Special Servicer requests delivery to it of the original Mortgage Note, then the Custodian shall release or cause
the release of such original Mortgage Note to such party or its designee and shall retain a copy thereof, subject to the execution
of an agreement by such party to safeguard such original Mortgage Note and to return such original Mortgage Note promptly when
no longer required by such party for such purpose.


 


(e)          With
respect to any Loan Pair, if pursuant to the related Intercreditor Agreement, and as appropriate for enforcing the terms of such
Loan Pair, the Special Servicer requests from the related Other Custodian delivery to it of the original mortgage note evidencing
the related Serviced Companion Loan, the Special Servicer shall agree to safeguard such original mortgage note and to return such
original mortgage note promptly when no longer required by it for such purpose.


 






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Section 9.7       Documents,
Records and Funds in Possession of Special Servicer To Be Held for the Trustee.


 


(a)          The
Special Servicer shall transmit to the Custodian (on the Trustee’s behalf) such documents and instruments coming into the
possession of the Special Servicer as from time to time are required by the terms hereof to be delivered to the Custodian (on the
Trustee’s behalf). Any funds received by the Special Servicer in respect of any Mortgage Loan, A/B Whole Loan, Loan Pair
and/or Specially Serviced Mortgage Loan or any REO Property or which otherwise are collected by the Special Servicer as Liquidation
Proceeds, Condemnation Proceeds or Insurance Proceeds shall
be transmitted to the Master Servicer within one (1) Business Day of receipt of properly identified funds for deposit into the
Collection Account (provided, that to the extent any of the foregoing amounts are received after 2:00 p.m. (Eastern time)
on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts to the Master Servicer
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 within two (2) Business Days of receipt of such amounts), except that if such amounts relate to REO Income, they
shall be deposited in the REO Account. Subject to the confidentiality provisions and restrictions on release of Privileged Information
contained in this Agreement, the Special Servicer shall provide access to information and documentation regarding the Specially
Serviced Mortgage Loans to the Trustee, the Custodian, the Master Servicer, the Certificate Administrator, the Controlling Class
Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during
any Subordinate Control Period), and their respective agents and accountants at any time upon reasonable written request and during
normal business hours, provided that the Special Servicer shall not be required to take any action or provide any information
that the Special Servicer determines will result in any material cost or expense to which it is not entitled to reimbursement hereunder
or will result in any material liability for which it is not indemnified hereunder; provided, further, that the Trustee,
the Certificate Administrator and the Custodian shall be entitled to receive from the Special Servicer all such information in
the Special Servicer’s possession as the Trustee, the Certificate Administrator and the Custodian shall reasonably require
to perform their respective duties hereunder. In fulfilling such a request, the Special Servicer shall not be responsible for determining
whether such information is sufficient for the Trustee’s, the Custodian’s, the Master Servicer’s, the Certificate
Administrator’s, the Controlling Class Representative’s or the Trust Advisor’s purposes.


 


(b)          The
Special Servicer hereby acknowledges that the Trust (and/or the holder of any related Serviced B Note (if not included in the Trust)
and/or related Serviced Companion Loan, if an A/B Whole Loan or Loan Pair is involved) owns the Specially Serviced Mortgage Loans
and all Mortgage Files representing such Specially Serviced Mortgage Loans and all funds now or hereafter held by, or under the
control of, the Special Servicer that are collected by the Special Servicer in connection with the Specially Serviced Mortgage
Loans (but excluding any Special Servicer Compensation and all other amounts to which the Special Servicer is entitled hereunder);
and the Special Servicer agrees that all documents or instruments constituting part of the Mortgage Files, and such funds relating
to the Specially Serviced Mortgage Loans which come into the possession or custody of, or which are subject to the control of,
the Special Servicer, shall be held by the Special Servicer for and on behalf of the


 



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Trust (and/or the holder of the related Serviced
B Note (if not included in the Trust) and/or related Serviced Companion Loan, if an A/B Whole Loan or Loan Pair is involved).


 


(c)          The
Special Servicer also agrees that it shall not create, incur or subject any Specially Serviced Mortgage Loans, or any funds that
are required to be deposited in any REO Account to any claim, lien, security interest, judgment, levy, writ of attachment or other
encumbrance, nor assert by legal action or otherwise any claim or right of setoff against any Specially Serviced Mortgage Loan
or any funds, collected on, or in connection with, a Specially Serviced Mortgage Loan.


 


Section 9.8       Representations,
Warranties and Covenants of the Special Servicer.


 


(a)          The
Special Servicer hereby represents and warrants to and covenants with each other party to this Agreement and for the benefit of
the Certificateholders, as of the Closing Date:


 


(i)          (A)
with respect to Rialto Capital Advisors, LLC, the Special Servicer is duly organized, validly existing and in good standing as
a limited liability company under the laws of the State of Delaware, and shall be and thereafter remain in compliance with the
laws of each State in which any Mortgaged Property (including any REO Property) which is, or is related to, a Specially Serviced
Mortgage Loan is located to the extent necessary to perform its obligations under this Agreement, except where the failure to so
qualify or comply would not adversely affect the Special Servicer’s ability to perform its obligations hereunder in accordance
with the terms of this Agreement;


 


(ii)         the
Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions
and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and
performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement,
assuming the due authorization, execution and delivery thereof by the other parties to this Agreement, evidences the valid and
binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other
similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks)
as from time to time in effect, and to general principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution as to violations
of securities laws;


 


(iii)        the
execution and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions
contemplated hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement
will not (1) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other
material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation,
or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body


 



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having
jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement
or (2) result in a breach of any term or provision of its organizational documents;


 


(iv)        no
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened, against it, the outcome of which,
in the Special Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution,
delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans it is required to
service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof;


 


(v)          no
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or
if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the
time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its
failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance
by it of its obligations hereunder; and


 


(vi)        the
Special Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state,
except to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the
performance by it of its obligations hereunder.


 


(b)          It
is understood that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery
of this Agreement.


 


(c)          Any
cause of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section
shall accrue upon the giving of written notice to the Special Servicer by any of the Depositor, the Trustee, the Custodian, the
Master Servicer or the Certificate Administrator. The Special Servicer shall give prompt notice to the Trustee, the Custodian,
the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control Period and any
Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master Servicer of
the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause any representation
or warranty in this Section to be untrue or inaccurate in any respect.


 


Section 9.9       Standard
Hazard, Flood and Commercial General Liability Policies.


 


(a)          For
all REO Properties (other than REO Properties relating to Non-Serviced Mortgage Loans), the Special Servicer shall use reasonable
efforts, consistent with the Servicing Standard, to maintain with a Qualified Insurer (A) a Standard Hazard Insurance Policy (that,
if the terms of the related Mortgage Loan documents and the related Mortgage so require, contains no exclusion as to any Act or
Acts of Terrorism, as defined in the Terrorism Risk


 



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Insurance Act of 2002) which does not provide for reduction due to depreciation
in an amount which is not less than the full replacement cost of the improvements of such REO Property or in an amount not less
than the Unpaid Principal Balance plus all unpaid interest and the cumulative amount of Servicing Advances (plus Advance Interest)
made with respect to such Mortgage Loan, any related Serviced B Note and Serviced Companion Loan, whichever is less, but, in any
event, in an amount sufficient to avoid the application of any co-insurance clause and (B) any other insurance coverage for such
REO Property that the related Mortgagor was required to maintain for the related Mortgaged Property under the related Mortgage,
subject, as to earthquake insurance, to the second (2nd) sentence following this sentence. If the improvements to the
Mortgaged Property are in an area identified in the Federal Register by the Federal Emergency Management Agency as having special
flood hazards (and flood insurance has been made available), the Special Servicer shall maintain a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage equal to
the lesser of the then Unpaid Principal Balance of the Specially Serviced Mortgage Loan and unpaid Advances (plus Advance Interest)
and the maximum insurance coverage required under such current guidelines. It is understood and agreed that the Special Servicer
has no obligation to obtain earthquake or other additional insurance on REO Property, except as required by law but at its sole
option and at the Trust’s expense, it (if required at origination and is available at commercially reasonable rates) may
obtain such earthquake insurance. The Special Servicer shall use its reasonable efforts, consistent with the Servicing Standard,
to obtain a commercial general liability policy for all REO Properties (other than any REO Property relating to any Non-Serviced
Mortgage Loan). The Special Servicer shall, to the extent available at commercially reasonable rates (as determined by the Special
Servicer in accordance with the Servicing Standard) and to the extent consistent with the Servicing Standard, use its reasonable
efforts to maintain a Rent Loss Policy covering revenues for a period of at least twelve months and a commercial general liability
policy with coverage comparable to prudent lending requirements in an amount not less than $1 million per occurrence. All applicable
policies required to be maintained by the Special Servicer pursuant to this Section 9.9(a) shall name the Trustee as loss
payee and be endorsed with a standard mortgagee clause. The costs of such insurance shall be a Servicing Advance, subject to the
provisions of Section 4.4 hereof.


 


(b)          Any
amounts collected by the Special Servicer under any insurance policies maintained pursuant to this Section 9.9 (other than
amounts to be applied to the restoration or repair of the REO Property) shall be deposited into the applicable REO Account for
further distribution to the Master Servicer pursuant to Section 9.10. Any cost incurred in maintaining the insurance required
hereby for any REO Property (other than any REO Property relating to any Non-Serviced Mortgage Loan) shall be a Servicing Advance,
subject to the provisions of Section 4.4 hereof.


 


(c)          Notwithstanding
the above, the Special Servicer shall not be required in any event to maintain or obtain any insurance coverage beyond what is
available at commercially reasonable rates or that is not of the type previously required by the Mortgage Loan documents; provided
that, subject to Section 10.3, and the terms and conditions of any related Intercreditor Agreement, the Special Servicer
shall maintain insurance against property damages resulting from terrorism or similar acts if the terms of the related Mortgage
Loan documents so require


 



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unless the Special Servicer determines that the failure to maintain such insurance would have been an
Acceptable Insurance Default under the related Mortgage Loan.


 


(d)          The
Special Servicer shall conclusively be deemed to have satisfied its obligations as set forth in this Section 9.9 either
(i) if the Special Servicer shall have obtained and maintained a master force placed or blanket insurance policy insuring against
hazard losses on all of the applicable Mortgage Loans, any Serviced Companion Loan and any Serviced B Note serviced by it, it being
understood and agreed that such policy may contain a deductible clause on terms substantially equivalent to those commercially
available and maintained by comparable servicers consistent with the Servicing Standard, and provided that such policy is
obtained from a Qualified Insurer or (ii) if the Special Servicer (or its corporate parent), for so long as the rating of such
Person’s long-term debt obligations or long-term deposit accounts are not less than “A3” as rated by Moody’s
and not less than “A-” as rated by Fitch (or an A.M. Best equivalent), self-insures for its obligations as set forth
in this Section 9.9. If the Special Servicer shall cause any Mortgage Loan, Serviced Companion Loan and Serviced B Note
to be covered by such a master force placed or blanket insurance policy, the incremental cost of such insurance allocable to such
Mortgage Loan, Serviced Companion Loan and Serviced B Note (i.e., other than any minimum or standby premium payable for
such policy whether or not any Mortgage Loan is then covered thereby), if not borne by the related Mortgagor, shall be paid by
the Special Servicer, at its option, or by the Master Servicer, in either case as a Servicing Advance, subject to the provisions
of Section 4.4 hereof. If such policy contains a deductible clause, the Special Servicer shall, if there shall not have
been maintained on the related Mortgaged Property a policy complying with this Section 9.9 and there shall have been a loss
that would have been covered by such policy, deposit in the Collection Account the amount not otherwise payable under such master
force placed or blanket insurance policy because of such deductible clause to the extent that such deductible exceeds (i) the deductible
under the related Mortgage Loan, A/B Whole Loan or Loan Pair or (ii) if there is no deductible limitation required under the Mortgage
Loan, A/B Whole Loan or Loan Pair, the deductible amount with respect to insurance policies generally available on properties similar
to the related Mortgaged Property which is consistent with the Servicing Standard, and deliver to the Trustee an Officer’s
Certificate describing the calculation of such amount. In connection with its activities as administrator and servicer of the Mortgage
Loans, any Serviced Companion Loan and any Serviced B Note, the Special Servicer agrees to present, on its behalf and on behalf
of the Trustee, claims under any such master force placed or blanket insurance policy.


 


Section 9.10     Presentment of Claims and Collection of Proceeds. The Special Servicer
will prepare and present or cause to be prepared and presented on behalf of the Trustee all claims under the Insurance Policies
with respect to REO Property (other than any REO Property relating to any Non-Serviced Mortgage Loan), and take such actions (including
the negotiation, settlement, compromise or enforcement of the insured’s claim) as shall be necessary to recover under such
policies. Any proceeds disbursed to the Special Servicer in respect of such policies shall be promptly remitted to the Master
Servicer for deposit into the Collection Account, upon receipt of properly identified funds, except for any amounts realized that
are to be applied to the repair or restoration of the applicable REO Property in accordance with the Servicing Standard. Any extraordinary
expenses (but not ordinary and routine or anticipated expenses) incurred by the Special Servicer in fulfilling its obligations
under this Section 9.10 shall be paid by the Trust.


 






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Section 9.11     Compensation
to the Special Servicer.


 


(a)          As
compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the Liquidation
Fee and (iii) the Workout Fee. Such amounts, if any, collected by the Special Servicer from the related Mortgagor shall be transferred
by the Special Servicer to the Master Servicer within one (1) Business Day of receipt thereof (provided, that to the extent
any of the foregoing amounts are received after 2:00 p.m. (Eastern time) on any given Business Day, the Special Servicer shall
use commercially reasonable efforts to remit such amounts to the Master Servicer 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 within two (2) Business Days of
receipt of such amounts), and deposited by the Master Servicer in the Collection Account. The Special Servicer shall be entitled
to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO
Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged Properties,
the reference to “REO Property” in the preceding sentence shall be construed on a property-by-property basis to refer
separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling the Special
Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and Condemnation
Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property are received.
The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the excess, if any,
of the aggregate Prepayment Interest Excess relating to Specially Serviced Mortgage Loans that have, during any Collection Period,
been the subject of voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage
Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to such Specially Serviced
Mortgage Loans during the same Collection Period. If the Special Servicer is terminated or resigns, the Special Servicer shall
retain the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage
Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an REO Property) any and all Workout
Fees payable in respect of (i) any Specially Serviced Mortgage Loans serviced by the Special Servicer that became Rehabilitated
Mortgage Loans during the period that it acted as Special Servicer and that were still Rehabilitated Mortgage Loans at the time
of such termination or resignation and (ii) any Specially Serviced Mortgage Loans for which the Special Servicer has resolved the
circumstances and/or conditions causing any such Mortgage Loan to be a Specially Serviced Mortgage Loan such that the Mortgage
Loan would be deemed a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination
or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case no
other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause such
Mortgage Loan to again become a Specially Serviced Mortgage Loan.


 


(b)          The
Special Servicer shall be entitled to cause the Master Servicer to withdraw (i) from the Collection Account, the Special Servicer
Compensation in respect of each Mortgage Loan (but not a Serviced B Note) and (ii) from any Custodial Account, the Special Servicer
Compensation to the extent related solely to the related Serviced Companion Loan and/or Serviced B Note, as applicable, in each
case in the time and manner set forth in


 



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Section 5.2 of this Agreement. The Special Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement therefor
except as expressly provided in this Agreement.


 


(c)          Notwithstanding
anything herein to the contrary (and, in the case of any A/B Whole Loan, Loan Pair or Non-Serviced Loan Combination, subject to
any provisions of the applicable Intercreditor Agreement relating to the allocation of the amounts set forth below), the Special
Servicer shall be entitled to receive the following items as additional special servicing compensation:


 


(i)          (x)
100% of Unallocable Modification Fees actually collected during the related Collection Period with respect to (A) any Specially
Serviced Mortgage Loans or REO Mortgage Loans (other than any REO Mortgage Loan that was a Non-Serviced Mortgage Loan) or (B) any
Non-Specially Serviced Mortgage Loan where the related action is a Special Servicer Decision processed solely by the Special Servicer;
(y) 50% of Unallocable Modification Fees collected during the related Collection Period with respect to Non-Specially Serviced
Mortgage Loans in connection with a consent, approval or other action that is a Major Decision (whether or not processed by the
Special Servicer) or is a Special Servicer Decision (if processed by the Master Servicer pursuant to a mutual agreement between
the Master Servicer and the Special Servicer that the Master Servicer shall process such request (or with respect to clause (b)(i)
and (ii) of the definition of “Special Servicer Decision”, which the Master Servicer shall process)) or (z) 0% if the
Master Servicer is permitted to take such action without the consent or approval (or deemed consent or approval) of the Special
Servicer under the other provisions of this Agreement so long as no Major Decision or Special Servicer Decision is involved;


 


(ii)        After
application as set forth in Section 5.2(b) hereof, (x) 100% of Allocable Modification Fees (that constitute Excess Modification
Fees) actually collected during the related Collection Period with respect to (A) any Specially Serviced Mortgage Loans or REO
Mortgage Loans (other than any REO Mortgage Loan that was a Non-Serviced Mortgage Loan) or (B) any Non-Specially Serviced Mortgage
Loan where the related action is a Special Servicer Decision processed solely by the Special Servicer; (y) 50% of Allocable Modification
Fees (that constitute Excess Modification Fees) collected during the related Collection Period with respect to Non-Specially Serviced
Mortgage Loans in connection with a consent, approval or other action that is a Major Decision (whether or not processed by the
Special Servicer) or is a Special Servicer Decision (if processed by the Master Servicer) or (z) 0% if the Master Servicer is permitted
to take such action without the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions
of this Agreement so long as no Major Decision or Special Servicer Decision is involved;


 


(iii)       (x)
100% of Assumption Fees collected during the related Collection Period with respect to (A) Specially Serviced Mortgage Loans or
(B) any Non-Specially Serviced Mortgage Loan where the related action is a Special Servicer Decision processed solely by the Special
Servicer, (y) 50% of Assumption Fees collected during the related Collection Period with respect to Non-Specially Serviced Mortgage
Loans in connection with a consent, approval or other action that is a Major Decision (whether or


 



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not processed by the Special
Servicer) or is a Special Servicer Decision (if processed by the Master Servicer) or (z) 0% if the Master Servicer is permitted
to take any such action without the consent or approval (or deemed consent or approval) of the Special Servicer under the other
provisions of this Agreement so long as no Major Decision or Special Servicer Decision is involved;


 


(iv)        100%
of assumption application fees collected during the related Collection Period with respect to Specially Serviced Mortgage Loans;


 


(v)          (x)
100% of Consent Fees in connection with a consent that involves no modification, assumption, extension, waiver or amendment of
the terms of any Mortgage Loan documents on (A) Specially Serviced Mortgage Loans or (B) any Non-Specially Serviced Mortgage Loan
where the related action is a Special Servicer Decision processed solely by the Special Servicer, (y) 50% of Consent Fees on Non-Specially
Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension, waiver or amendment
of the terms of any Mortgage Loan documents and is paid in connection with a consent that is a Major Decision (whether or not processed
by the Special Servicer) or is a Special Servicer Decision (if processed by the Master Servicer) or (z) 0% if the Master Servicer
is permitted to take such action without the consent or approval (or deemed consent or approval) of the Special Servicer under
the other provisions of this Agreement so long as no Major Decision or Special Servicer Decision is involved;


 


(vi)        100%
of charges for beneficiary statements or demands actually paid by the Mortgagors under the Specially Serviced Mortgage Loans;


 


(vii)       (a)
50% of other loan processing fees actually paid by the Mortgagors under the Non-Specially Serviced Mortgage Loans which action
involves a Major Decision (whether or not processed by the Master Servicer) or is a Special Servicer Decision (if processed by
the Master Servicer pursuant to a mutual agreement between the Master Servicer and the Special Servicer that the Master Servicer
shall process such request (or with respect to clause (b)(i) and (ii) of the definition of “Special Servicer
Decision”, which the Master Servicer shall process)), (b) 100% of other loan processing fees actually paid by the Mortgagors
under (A) the Specially Serviced Mortgage Loans or (B) any Non-Specially Serviced Mortgage Loan where the related action is a Special
Servicer Decision processed solely by the Special Servicer, or (c) 0% if the Master Servicer is permitted to take such action without
the consent or approval (or deemed consent or deemed approval) of the Special Servicer under the other provisions of this Agreement;


 


(viii)      Interest
or other income earned during any Collection Period on deposits in any REO Account maintained by the Special Servicer, in accordance
with Section 9.14 (net of investment losses with respect to such REO Account for such Collection Period); and


 


(ix)        After
application as set forth in Section 5.2(b), any Excess Penalty Charges earned on the Specially Serviced Mortgage Loans;


 






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provided that, notwithstanding
the foregoing, regardless of whether the Master Servicer or the Special Servicer processes any request described in clause (b),
(f) or (g) of the definition of Special Servicer Decisions, each of the Master Servicer and the Special Servicer
shall be entitled to 50% of any fee paid in connection with such Special Servicer Decision on any Non-Specially Serviced Mortgage
Loan.


 


The Master Servicer and the
Special Servicer will each be entitled to retain reasonable review and/or processing fees in connection with any Mortgagor request
to the extent such fees are not prohibited under the related mortgage loan agreement and are actually paid by or on behalf of the
related Mortgagor.


 


With respect to any of the
preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master
Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective
portion of such fee; provided, that (A) neither the Master Servicer nor the Special Servicer will have the right to reduce
or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special
Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or
elected not to charge its respective portion of such fee will not have any right to share in any part of the other party’s
portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled
to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged
a fee and the Master Servicer will not be entitled to any of such fee charged by the Special Servicer.


 


Notwithstanding the foregoing,
the Master Servicer and the Special Servicer may mutually agree as provided in this Agreement that the Master Servicer shall process
any Special Servicer Decision or Major Decision with respect to any Non-Specially Serviced Mortgage Loan. If the Master Servicer
and the Special Servicer do mutually agree that the Master Servicer shall process a Special Servicer Decision or Major Decision,
the Master Servicer shall be required to obtain the Special Servicer’s prior consent to such Special Servicer Decision or
such Major Decision. Regardless of whether the Master Servicer or the Special Servicer evaluates or processes a Major Decision,
the Master Servicer and the Special Servicer shall each be entitled to 50% of any fee paid in connection with such Major Decision
with respect to any Non-Specially Serviced Mortgage Loan.


 


(d)          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 Borrower, any Manager, any guarantor or indemnitor in respect of
a Mortgage Loan, Loan Pair or A/B Whole Loan and any purchaser of any Mortgage Loan, Loan Pair, A/B Whole Loan or REO Property)
in connection with the disposition, workout or foreclosure of any Mortgage Loan (or Loan Pair or A/B Whole Loan, if applicable),
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 Agreement; provided, that such prohibition shall not apply to Permitted Special
Servicer/Affiliate Fees.


 






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(e)          If
the Grove City Premium Outlets Loan Pair becomes a Specially Serviced Mortgage Loan prior to the Grove City Premium Outlets Companion
Loan Securitization Date, the Special Servicer shall service and administer the Grove City Premium Outlets Loan Pair and any related
REO Property in the same manner as any other Specially Serviced Mortgage Loan or REO Property and shall be entitled to all rights
and Special Servicer Compensation earned with respect to the Grove City Premium Outlets Loan Pair as special servicer of such
Loan Pair. Prior to the Grove City Premium Outlets Companion Loan Securitization Date, no other special servicer shall be entitled
to any such compensation or have such rights and obligations. If the Grove City Premium Outlets Loan Pair is still a Specially
Serviced Mortgage Loan on the Grove City Premium Outlets Companion Loan Securitization Date, the related Other Special Servicer
and the Special Servicer shall be entitled to compensation with respect to the Grove City Premium Outlets Loan Pair as if the
Special Servicer were being terminated as Special Servicer and the related Other Special Servicer were replacing, and acting as
successor to, the Special Servicer.


 


(f)           If the Gulfport Premium Outlets Loan Pair
becomes a Specially Serviced Mortgage Loan prior to the Gulfport Premium Outlets Companion Loan Securitization Date, the Special
Servicer shall service and administer the Gulfport Premium Outlets Loan Pair and any related REO Property in the same manner as
any other Specially Serviced Mortgage Loan or REO Property and shall be entitled to all rights and Special Servicer Compensation
earned with respect to the Gulfport Premium Outlets Loan Pair as special servicer of such Loan Pair. Prior to the Gulfport Premium
Outlets Companion Loan Securitization Date, no other special servicer shall be entitled to any such compensation or have such
rights and obligations. If the Gulfport Premium Outlets Loan Pair is still a Specially Serviced Mortgage Loan on the Gulfport
Premium Outlets Companion Loan Securitization Date, the related Other Special Servicer and the Special Servicer shall be entitled
to compensation with respect to the Gulfport Premium Outlets Loan Pair as if the Special Servicer were being terminated as Special
Servicer and the related Other Special Servicer were replacing, and acting as successor to, the Special Servicer.


 


Section 9.12          Realization
Upon Defaulted Loans.


 


(a)            The Special Servicer,
in accordance with the Servicing Standard and subject to Section 9.3(a), Section 9.12(b), Section 9.12(c),
Section 9.12(e), Section 9.17 and Section 10.3 and the terms and conditions of any related
Intercreditor Agreement, shall use its reasonable efforts to foreclose upon, repossess or otherwise comparably convert the ownership
of Mortgaged Properties securing such of the Specially Serviced Mortgage Loans as come into and continue in default and as to which
no satisfactory arrangements can be made for collection of delinquent payments of such Specially Serviced Mortgage Loan, the sale
of such Specially Serviced Mortgage Loan in accordance with this Agreement or the modification of such Specially Serviced Mortgage
Loan in accordance with this Agreement. In connection with such foreclosure or other conversion of ownership, the Special Servicer
shall follow the Servicing Standard. The foregoing is subject to the proviso that the Special Servicer shall not request that the
Master Servicer make a Servicing Advance for Liquidation Expenses that would be a Nonrecoverable Advance unless the Special Servicer
determines that such Servicing Advance is in the best interest of the Certificateholders (or, with respect to any A/B Whole Loan
or Loan Pair, the Trust and the holders of any related Serviced B Note or Serviced Companion Loan, as


 



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applicable, as a collective
whole, but taking into account the subordinate nature of any related Serviced B Note).


 


(b)           The Special Servicer
shall not acquire any personal property relating to any Specially Serviced Mortgage Loan pursuant hereto unless:


 


(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;


 


(ii)         such personal
property is the capital stock of a settlor and both (A) the Special Servicer takes such action as may be necessary in order to
treat the settlor as an entity that is disregarded as an entity separate from a REMIC Pool under Treasury Regulation Section 301.7701-3
(including by filing an election under such regulation and by creating a wholly-owned LLC of the REMIC for the purpose of acquiring
part of such capital stock) and (B) the property owned by such settlor at the time the capital stock is acquired consists solely
of “foreclosure property” under the REMIC Provisions; or


 


(iii)        the Special
Servicer shall have received a Nondisqualification Opinion (the cost of which shall be reimbursed by the Trust) to the effect that
the holding of such personal property by any REMIC Pool will not cause the imposition of a tax on any REMIC Pool under the Code
or cause any REMIC Pool to fail to qualify as a REMIC.


 


(c)           Notwithstanding
anything to the contrary in this Agreement, the Special Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, and shall not otherwise acquire possession of, or take any other
action with respect to, any Mortgaged Property, if, as a result of any such action the Trust, or any trust that holds a Serviced
B Note or Serviced Companion Loan 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 applicable
comparable federal, state or local law, or a “discharger” or “responsible party” thereunder, unless, subject
to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer has also
previously determined in accordance with the Servicing Standard, based on a Phase I Environmental Report prepared by a Person (who
may be an employee or affiliate of the Master Servicer or the Special Servicer) who regularly conducts environmental site assessments
in accordance with the standards of Fannie Mae in the case of multi-family mortgage loans and customary servicing practices in
the case of commercial loans for environmental assessments, which report shall be delivered to the Trustee, the Custodian, the
Certificate Administrator and the 17g-5 Information Provider, that:


 


(i)          such Mortgaged
Property is in compliance with applicable Environmental Laws or, if not, after consultation with an environmental expert, 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 (calculated in accordance with Section 1.2(e)) than not taking such actions;


 


(ii)         taking such
actions as are necessary to bring the Mortgaged Property in compliance with applicable Environmental Laws is reasonably likely
to produce a


 



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greater recovery on a net present value basis (calculated in accordance with Section 1.2(e)) than pursuing a claim
under the Environmental Insurance Policy; and


 


(iii)        there are
no circumstances or conditions present or threatened at such Mortgaged Property relating to the use, management, disposal or release
of any hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials for which investigation, testing,
monitoring, removal, clean-up or remediation could be required under any federal, state or local law or regulation, or that, if
any such materials are present for which such action could be required, after consultation with an environmental expert, that taking
such actions with respect to the affected Mortgaged Property is reasonably likely to produce a greater recovery on a net present
value basis (calculated in accordance with Section 1.2(e)) than not taking such actions (after taking into account the projected
costs of such actions);


 


provided that such compliance pursuant
to clause (i) and (ii) above or the taking of such action pursuant to this clause (iii) shall
only be required to the extent that the cost thereof is a Servicing Advance of the Master Servicer or the Special Servicer pursuant
to this Agreement, subject to the provisions of Section 4.4 hereof.


 


(d)           The cost of the
Phase I Environmental Report contemplated by Section 9.12(c) may be treated as a Liquidation Expense, or in the event
the related Specially Serviced Mortgage Loan is not liquidated and a Final Recovery Determination has been made with respect to
such Specially Serviced Mortgage Loan, the Master Servicer shall treat such cost as a Servicing Advance subject to the provisions
of Section 4.4 hereof; provided that, in the latter event, the Special Servicer shall use its good faith reasonable
business efforts to recover such cost from the Mortgagor in connection with the curing of the default under the Specially Serviced
Mortgage Loan.


 


(e)           If the Special
Servicer determines, pursuant to Section 9.12(c), and subject to Section 10.3 and the terms and conditions
of any related Intercreditor Agreement, that taking such actions as are necessary to bring any Mortgaged Property into compliance
with applicable Environmental Laws, or taking such actions with respect to the containment, removal, clean-up or remediation of
hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property,
is not reasonably likely to produce a greater recovery on a net present value basis (calculated in accordance with Section 1.2(e))
than not taking such actions (after taking into account the projected costs of such actions) or than not pursuing a claim under
the Environmental Insurance Policy, then the Special Servicer shall take such action as it deems to be in the best economic interest
of the Trust (and, with respect to any A/B Whole Loan or Loan Pair, the holders of any related Serviced B Note or Serviced Companion
Loan, as applicable, but taking into account the subordinate nature of any related Serviced B Note), including, without limitation,
releasing the lien of the related Mortgage, and the Special Servicer shall provide written notice of such circumstances to the
Trustee, the Certificate Administrator (who shall promptly post such written notice on the Certificate Administrator’s Website
pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post such written notice on the 17g-5 Information
Provider’s Website pursuant to Section 5.7). In connection with the foregoing, if the Special Servicer determines
that a material possibility exists that Liquidation Expenses with respect to Mortgaged Property (taking into account the cost of
bringing it into compliance with applicable Environmental Laws) would


 



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exceed the Unpaid Principal Balance of the related Specially
Serviced Mortgage Loan, the Special Servicer shall provide written notice of such circumstances to the Trustee, the Certificate
Administrator (who shall promptly post such written notice on the Certificate Administrator’s Website pursuant to Section
5.4) and the 17g-5 Information Provider (who shall promptly post such written notice on the 17g-5 Information Provider’s
Website pursuant to Section 5.7).


 


(f)            Subject to Section 10.3
and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of maintaining any action with respect to any Specially Serviced Mortgage
Loan, including, without limitation, any action to obtain a deficiency judgment with respect to any Specially Serviced Mortgage
Loan.


 


Section 9.13          Foreclosure.
 If the Trust obtains, through foreclosure on a Mortgage or otherwise, the right to receive title to a Mortgaged Property (other
than any Mortgaged Property relating to any Non-Serviced Mortgage Loan), the Special Servicer, as its agent, shall direct the
appropriate party to deliver title to the related REO Property to the Trustee or its nominee (which may be a special purpose entity
owned by the Trust).


 


The Special Servicer
may consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect
to the Mortgaged Property, the expense of such consultation being treated as a Servicing Advance related to the foreclosure, subject
to the provisions of Section 4.4 hereof. The Special Servicer, on behalf of the Trust (and, with respect to any A/B
Whole Loan or Loan Pair, the holders of any related Serviced B Note or Serviced Companion Loan, as applicable) shall sell such
REO Property expeditiously, but in any event within the time period, and subject to the conditions, set forth in Section 9.15.
Subject to Section 9.15, the Special Servicer shall manage, conserve, protect and operate such REO Property for the
holders of beneficial interests in the Trust (and, with respect to any A/B Whole Loan or Loan Pair, the holders of any related
Serviced B Note or Serviced Companion Loan, as applicable) solely for the purpose of its prompt disposition and sale.


 


In connection with causing
the Trust to foreclose on collateral that consists of multiple properties held for sale to customers by the Mortgagor (such as
unsold condominium units in a single project), the Special Servicer shall consider the effect of the bidding price for the properties
on the tax basis of such properties if such properties are likely to be treated in the hands of the Trust as properties held for
sale to customers.


 


Section 9.14          Operation
of REO Property.


 


(a)            The Special Servicer
shall segregate and hold all funds collected and received in connection with the operation of each REO Property separate and apart
from its own funds and general assets and shall establish and maintain with respect to each REO Property one or more accounts held
in trust for the benefit of the Certificateholders (and, with respect to any A/B Whole Loan or Loan Pair, the holders of any related
Serviced B Note or Serviced Companion Loan, as applicable) in the name of Rialto Capital Advisors, LLC, as Special Servicer (or,
with respect to any Excluded Special Servicer Mortgage Loan, the Excluded Special Servicer, as Special Servicer) on behalf of Wells
Fargo Bank, National Association, as Trustee for the benefit of the Holders of Morgan Stanley Capital I Trust 2015-UBS8,


 



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Commercial
Mortgage Pass-Through Certificates, Series 2015-UBS8, the holder of any Serviced Companion Loan and the holder of any Serviced
B Note as their interests may appear (each, an “REO Account”), which shall be an Eligible Account. The Special
Servicer shall deposit all funds received with respect to an REO Property in the applicable REO Account within two (2) days of
receipt of properly identified funds. The Special Servicer shall account separately for funds received or expended with respect
to each REO Property. All funds in each REO Account may be invested only in Eligible Investments at the risk of the Special Servicer.
The Special Servicer shall notify the Trustee and the Master Servicer in writing of the location and account number of each REO
Account and shall notify the Trustee prior to any subsequent change thereof.


 


(b)           On or before each
Special Servicer Remittance Date, the Special Servicer shall withdraw from each REO Account and remit to the Master Servicer for
deposit into the Collection Account, the REO Income received or collected during the Collection Period immediately preceding such
Special Servicer Remittance Date on or with respect to the related REO Properties; provided that (i) the Special Servicer
may retain in such REO Account such portion of such proceeds and collections as may be necessary to maintain in the REO Account
sufficient funds for the proper operation, management and maintenance of the related REO Property, including, without limitation,
the creation of reasonable reserves for repairs, replacements, and necessary capital improvements and other related expenses. The
Special Servicer shall notify the Master Servicer of all such remittances (and the REO Properties to which the deposits relate)
made into the Collection Account and (ii) the Special Servicer shall be entitled to withdraw from the REO Account and pay
itself as additional special servicing compensation any interest or net reinvestment income earned on funds deposited in the REO
Account. The amount of any losses incurred in respect of any such investments shall be for the account of the Special Servicer
which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the REO Account, out
of its own funds immediately as realized; provided that, such investment losses shall not include any loss with respect
to such investment which is incurred solely as a result of the insolvency of the federal or state chartered depositary institution
or trust company at which such Investment Account is maintained, so long as such depositary institution or trust company (a) satisfied
the qualifications set forth in the definition of “Eligible Account” both at the time such investment was made and
as of a date not more than thirty (30) days prior to the date of such loss and (b) is not the Person that made the relevant
investment. If the Special Servicer deposits in any REO Account any amount not required to be deposited therein, it may at any
time withdraw such amount from the REO Account, any provision herein to the contrary notwithstanding.


 


(c)            If the Trust acquires
the Mortgaged Property, the Special Servicer shall have full power and authority, subject to Section 10.3 and the terms
and conditions of any related Intercreditor Agreement, to do any and all things in connection therewith as are consistent with
the Servicing Standard, subject to the REMIC Provisions, and in such manner as the Special Servicer deems to be in the best interest
of the Trust (or, with respect to any A/B Whole Loan or Loan Pair, the Trust and the holders of any related Serviced B Note
or Serviced Companion Loan, as applicable, as a collective whole), and, consistent therewith, may advance from its own funds to
pay for the following items (which amounts shall be reimbursed by the Master Servicer or the Trust subject to Sections 4.4
in accordance with Section 4.6(e)), to the extent such amounts cannot be paid from REO Income:


 



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(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 could result or have resulted in the imposition of a lien thereon; and


 


(iii)        all costs
and expenses necessary to maintain, operate, lease and sell such REO Property (other than capital improvements and, to the extent
necessary to comply with the REMIC Provisions, capital expenditures).


 


(d)           The Special Servicer
may, and to the extent necessary to (i) preserve the status of the REO Property as “foreclosure property” under
the REMIC Provisions or (ii) avoid the imposition of a tax on “income from nonpermitted assets” within the meaning
of the REMIC Provisions, shall contract with any Independent Contractor for the operation and management of the REO Property, provided
that:


 


(i)          the terms and
conditions of any such contract shall not be inconsistent herewith;


 


(ii)          the terms of
such contract shall be consistent with the provisions of Section 856 of the Code and Treasury Regulation Section 1.856-4(b)(5);


 


(iii)        only to the
extent consistent with (ii) above, 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 Mortgaged Property underlying
the REO Property and (B) deposit on a daily basis all amounts payable to the Trust in accordance with the contract between
the Trust and the Independent Contractor in an Eligible Account;


 


(iv)        none of the
provisions of this Section 9.14 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 to the Trustee with respect to the operation
and management of any such REO Property;


 


(v)         if the Independent
Contractor is an Affiliate of the Special Servicer, the consent of the Applicable Control Party, and a Nondisqualification Opinion,
must be obtained; and


 


(vi)        the Special
Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in
connection with the operation and management of such REO Property.


 


The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for the Trust (and, if applicable,
the holder of a Serviced B Note or a Serviced Companion Loan) pursuant to this subsection (d) for indemnification of
the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification.
All fees of the Independent Contractor (other than fees paid for performing services within the ordinary duties of a Special


 



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Servicer
which shall be paid by the Special Servicer) shall be paid from the income derived from the REO Property (or if not available from
amounts on deposit in the related REO Account, shall be an Additional Trust Expense). To the extent that the income from the REO
Property is insufficient, such fees shall be advanced by the Master Servicer or the Special Servicer as a Servicing Advance, subject
to the provisions of Section 4.4 and Section 4.6(e) hereof.


 


(e)            Notwithstanding
any other provision of this Agreement, the Special Servicer shall not rent, lease, or otherwise earn income on behalf of the Trust
or the beneficial owners thereof with respect to REO Property which might cause the REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code (without giving effect to the final sentence thereof)
or result in the receipt by any REMIC of any “income from nonpermitted assets” within the meaning of Section 860F(a)(2)
of the Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless
(i) the Trustee and the Special Servicer have received an Opinion of Counsel (at the Trust’s sole expense) to the effect
that, under the REMIC Provisions and any relevant proposed legislation, any income generated for REMIC I by the REO Property
would not result in the imposition of a tax upon REMIC I or (ii) in accordance with the Servicing Standard, the Special
Servicer determines the income or earnings with respect to such REO Property will offset any tax under the REMIC Provisions relating
to such income or earnings and will maximize the net recovery from the REO Property to the Certificateholders. The Special Servicer
shall notify the Trustee, the Certificate Administrator and the Master Servicer of any election by it to incur such tax, and the
Special Servicer (i) shall hold in escrow in an Eligible Account an amount equal to the tax payable thereby from revenues
collected from the related REO Property, (ii) provide the Certificate Administrator with all information for the Certificate
Administrator to file the necessary tax returns in connection therewith and (iii) upon request from the Certificate Administrator,
pay from such account to the Certificate Administrator the amount of the applicable tax. The Certificate Administrator shall file
the applicable tax returns based on the information supplied by the Special Servicer and pay the applicable tax from the amounts
collected by the Special Servicer.


 


Subject to, and without
limiting the generality of the foregoing, the Special Servicer, on behalf of the Trust, shall not:


 


(i)          permit the Trust
to enter into, renew or extend any New Lease with respect to the 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 the REO Property, other than the completion of a building or other improvement thereon, and then
only if more than ten (10) percent of the construction of such building or other improvement was completed before default on the
Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 



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(iv)        Directly Operate,
other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through an Independent
Contractor, the REO Property on any date more than ninety (90) days after the Acquisition Date; unless, in any such case, the Special
Servicer has requested and received an Opinion of Counsel at the Trust’s sole expense 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 (without giving effect to the final sentence thereof) at any time that it is held by the applicable REMIC Pool, in
which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(f)            Notwithstanding
any other provision of this Agreement, the Special Servicer shall not have any obligations with respect to an REO Property that
relates to a Mortgaged Property that secures a Non-Serviced Mortgage Loan and all references to the Special Servicer’s obligations
in this Agreement with respect to “REO Property” shall exclude any such Mortgaged Property that secures a Non-Serviced
Mortgage Loan.


 


Section 9.15          Sale
of REO Property.


 


(a)            If title to any
REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed or certificate
of sale shall be issued to the Trust, the Trustee or to its nominees.  The Special Servicer, subject to Section 10.3
and the terms and conditions of any related Intercreditor Agreement, shall use its reasonable best efforts to sell any REO Property
for cash as soon as practicable consistent with the objective of maximizing proceeds for all Certificateholders (and, with respect
to a Loan Pair or A/B Whole Loan, for the Certificateholders and the holder of the related Serviced Companion Loan and/or Serviced
B Note, as applicable, as a collective whole), but in no event later than the end of the third (3rd) calendar year following the
end of the year of its acquisition, and in any event prior to the Rated Final Distribution Date or earlier to the extent necessary
to comply with REMIC Provisions, unless (i) the Trustee or the Special Servicer, on behalf of the applicable REMIC Pool, (A)
has been granted an extension of time (an “Extension”) (which extension shall be applied for at least sixty
(60) days prior to the expiration of the period specified above) by the IRS for the orderly liquidation of such REO Property (a
copy of which Extension and the related application shall be delivered to the Certificate Administrator upon request), or (B) is
permitted under the REMIC Provisions to continue to hold such REO Property during the period in which the application for such
an Extension is pending, in either of which cases the Special Servicer may continue to attempt to sell the REO Property for cash
for its fair market value for such longer period as such Extension permits or while the application for such Extension is pending,
as the case may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification
Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent
to the period specified above after its acquisition will not result in the imposition of taxes on “prohibited transactions”
of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to fail to qualify as a REMIC at any time
that any Certificates are outstanding; provided that in no event shall the Trust be permitted to hold any REO Property beyond
the end of the sixth (6th) calendar year following the end of the year of such REO Property’s acquisition.   If
the Trustee has not received such an Extension or Opinion of Counsel and the Special Servicer is not able to sell such REO Property
for cash within the period specified above, or if an Extension has been


 



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granted and the Special Servicer is unable to sell such
REO Property within the extended time period, the Special Servicer shall, after consultation with the Applicable Control Party,
before the end of such period or extended period, as the case may be, auction the REO Property to the highest cash bidder (which
may be the Special Servicer or another Interested Person) in accordance with the Servicing Standard; provided, that if the
Special Servicer, any other Interested Person or any of their respective affiliated entities intends to bid on or otherwise purchase
any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain,
at the expense of the Trust, an Appraisal of such REO Property (or internal valuation in accordance with the procedures specified
in Section 6.9) and (iii) the applicable Interested Person shall not bid less than the fair market value set forth in
such Appraisal.  Neither the Trustee nor any Affiliate thereof may purchase an REO Property.


 


(b)           Within thirty
(30) days of the sale of the REO Property, the Special Servicer shall provide to the Trustee, the Certificate Administrator, the
Custodian, the 17g-5 Information Provider, the Trust Advisor (during any Collective Consultation Period and any Senior Consultation
Period), the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and
the Master Servicer (and, with respect to any A/B Whole Loan or Loan Pair, the holders of any related Serviced B Note or Serviced
Companion Loan, as applicable) a statement of accounting for such REO Property, including without limitation, (i) the Acquisition
Date for the REO Property, (ii) the date of disposition of the REO Property, (iii) the sale price and related selling
and other expenses, (iv) accrued interest (including interest deemed to have accrued) on the Specially Serviced Mortgage Loan
to which the REO Property related, calculated from the Acquisition Date to the disposition date, (v) final property operating
statements, and (vi) such other information as the Trustee or the Certificate Administrator (or, with respect to any A/B Whole
Loan or Loan Pair, the holders of any related Serviced B Note or Serviced Companion Loan, as applicable) may reasonably request
in writing.


 


(c)            The Liquidation
Proceeds from the final disposition of the REO Property shall be remitted to the Master Servicer for deposit into the Collection
Account within one (1) Business Day of receipt; provided that, to the extent any of the foregoing amounts are received after
2:00 p.m. (Eastern) on any Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts to
the Master Servicer within one (1) Business Day of receipt but in any event with two (2) Business Days of receipt.


 


(d)           Notwithstanding
any other provision of this Agreement, the Special Servicer shall not have any obligations with respect to an REO Property that
relates to a Mortgaged Property that secures a Non-Serviced Mortgage Loan and all references to the Special Servicer’s obligations
in this Agreement with respect to “REO Property” shall exclude any such Mortgaged Property that secures a Non-Serviced
Mortgage Loan.


 


Section 9.16          Realization
on Collateral Security.  In connection with the enforcement of the rights of the Trust to any property securing any Specially
Serviced Mortgage Loan other than the related Mortgaged Property, the Special Servicer shall consult with counsel to determine
how best to enforce such rights in a manner consistent with the REMIC Provisions and shall not, based on a Nondisqualification
Opinion addressed to the Special Servicer and the Trustee (the cost of which shall be an expense of the Trust) take any action
that could result in


 



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the failure of any REMIC Pool to qualify as a REMIC
while any Certificates are outstanding or could result in the imposition of a tax upon any REMIC Pool (including, but not limited
to, the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code or on contributions pursuant
to Section 860G(d)), unless such action has been approved by a vote of 100% of the Certificateholders (including the Class R Certificateholders).


 


Section 9.17          Sale
of Defaulted Loans.


 


(a)           Promptly upon
a Mortgage Loan becoming a Defaulted Loan and if the Special Servicer determines in accordance with the Servicing Standard that
it would be in the best interests of the Certificateholders (as a collective whole as if such Certificateholders constituted a
single lender) to attempt to sell such Defaulted Loan, the Special Servicer shall use reasonable efforts to solicit offers for
such Defaulted Loan on behalf of the Certificateholders and any related Serviced B Note holder or Serviced Companion Loan holder
in such manner as will be reasonably likely to realize a fair price. Subject to the provisions of this Section 9.17 and
Section 10.3, the Special Servicer shall accept the first (and, if multiple offers are contemporaneously received, the highest)
cash offer received from any Person that constitutes a fair price for such Defaulted Loan.


 


(b)           The Special Servicer
shall give the Trustee, the Certificate Administrator, the Custodian, the 17g-5 Information Provider, the Controlling Class Representative
(during any Subordinate Control Period and any Collective Consultation Period), the Master Servicer, the Trust Advisor (other than
during any Subordinate Control Period) and the holder of any related Serviced B Note or Serviced Companion Loan not less than five
(5) Business Days’ prior written notice of its intention to sell any Defaulted Loan. No Interested Person shall be obligated
to submit an offer to purchase any Defaulted Loan, and notwithstanding anything to the contrary contained herein, neither the Trustee,
in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Defaulted Loan pursuant hereto.


 


(c)           Whether any cash
offer constitutes a fair price for any Defaulted Loan for purposes of this Section 9.17 shall be determined by the
Special Servicer, if the highest offer is from a Person other than an Interested Person, or by the Trustee (determined either by
itself or by retaining an independent third party as set forth below), if the highest offer is from an Interested Person; provided
that, no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at
least one (1) other offer is received from an independent third party. In all cases under this Section 9.17, in determining
whether any offer received from an Interested Person represents a fair price for any Defaulted Loan, the Trustee, if making such
determination itself, shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance
with this Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. The
appraiser conducting any such new appraisal shall be an Appraiser selected by the Special Servicer if no Interested Person is making
an offer with respect to a Defaulted Loan and selected by the Trustee if an Interested Person is so making an offer. The cost of
any such narrative appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance. Where any Interested Person
is among those making an offer with respect to a Defaulted Loan, the Special Servicer shall require that all offers be submitted
to the Trustee in writing. In determining whether any such offer from a Person other than an Interested Person constitutes a fair
price for any such Defaulted Loan, the


 



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Special Servicer shall take into account (in addition to the results of any Appraisal, updated
Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior nine (9) months), and in
determining whether any offer from an Interested Person constitutes a fair price for any such Defaulted Loan, any appraiser shall
be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the Defaulted
Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy. The Purchase
Price for any Defaulted Loan shall in all cases be deemed a fair price. Notwithstanding anything contained in this paragraph to
the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the
Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial
mortgage loan matters with at least five (5) years’ experience in valuing mortgage loans similar to the subject Defaulted
Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such
Defaulted 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 costs of all appraisals, inspection reports and broker
opinions of value, incurred by any such third party pursuant to this paragraph will be covered by, and will be reimbursable as,
a Servicing Advance; provided that, the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable
amount as determined by the Trustee.


 


(d)           Subject to the
other subsections of this Section 9.17, the Special Servicer shall act on behalf of the Trust in negotiating and taking
any other action necessary or appropriate in connection with the sale of any Defaulted Loan, and the collection of all amounts
payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain,
fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such
sales or exchanging offers without obligation to deposit such amounts into the Collection Account. Any sale of any Defaulted Loan
shall be for cash. Any sale of any Defaulted Loan shall be final and without recourse to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian or the Trust (except such recourse to the Trust imposed by those representations
and warranties typically given in such transactions and any customary closing matters), and if such sale is consummated in accordance
with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Custodian, the Certificate
Administrator or the Trustee shall have any liability to any Certificateholder with respect to the purchase price therefor accepted
by the Special Servicer or the Trustee.


 


(e)            Subject to the
rights of a holder of any related Serviced B Note, Serviced Companion Loan or mezzanine loan, under the respective Intercreditor
Agreement or mezzanine loan intercreditor agreement, as applicable, to purchase a Mortgage Loan, unless and until a Defaulted Loan
is sold pursuant to this Section 9.17, the Special Servicer shall continue to service and administer such Defaulted
Loan in accordance with the Servicing Standard and this Agreement and shall pursue such other resolutions or recovery strategies
including workout, foreclosure or sale of such Defaulted Loan, as is consistent with this Agreement and the Servicing Standard.


 


(f)            The purchase price
for any Defaulted Loan purchased under this Section 9.17 shall be remitted to the Master Servicer for deposit into
the Collection Account, and


 



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the Custodian (on the Trustee’s behalf), upon receipt of a request for release from the Master
Servicer or the Special Servicer, as applicable, to the Custodian and the Trustee, shall release or cause to be released to the
purchaser of the Defaulted Loan the related Mortgage File, and the Trustee, the Master Servicer or the Special Servicer, as applicable,
shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest
in such purchaser ownership of such Mortgage Loan. In connection with any such purchase, the Special Servicer (to the extent it
has possession of such file) and the Master Servicer (to the extent it has possession of such file) shall deliver the related Servicer
Mortgage File to such purchaser.


 


(g)           Notwithstanding
any of the foregoing paragraphs of this Section 9.17, but subject to Section 10.3, the Special Servicer
shall not be obligated to accept the highest cash offer if the Special Servicer determines (in consultation with the Trust Advisor,
during any Collective Consultation Period and any Senior Consultation Period, and subject to the rights of the Controlling Class
Representative set forth in Section 10.3), in accordance with the Servicing Standard, that rejection of such offer
would be in the best interests of the Certificateholders (as a collective whole as if such Certificateholders constituted a single
lender), and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines,
in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders
(as a collective whole as if such Certificateholders constituted a single lender) (for example, if the prospective buyer making
the lower offer is more likely to perform its obligations or the terms offered by the prospective buyer making the lower offer
are more favorable).


 


(h)           In no event shall
the Trust or the Trustee, the Master Servicer or the Special Servicer on the Trustee’s behalf purchase, or pay or advance
costs to purchase, any B Note or Serviced Companion Loan.


 


(i)             In the case of
a Defaulted Loan that is part of a Loan Pair, if the Special Servicer determines to attempt to sell such Mortgage Loan it shall
sell such Defaulted Loan together with the related Serviced Companion Loan as a whole loan pursuant to this Agreement and the terms
of the related Intercreditor Agreement.


 


With respect to any such
Defaulted Loan, the Special Servicer shall solicit offers for such Defaulted Loan together with the related Serviced Companion
Loan as a whole loan and shall require that all offers be submitted to the Trustee in writing. Whether any cash offer constitutes
a fair price for any such Loan Pair for purposes of this Section 9.17 shall be determined by the Special Servicer (unless
the offeror is an Interested Person, in which case the Trustee shall make such determination); provided, that no offer from
an Interested Person (as defined in the related Intercreditor Agreement) for a Loan Pair shall constitute a fair price unless (i)
it is the highest offer received and (ii) at least two bona fide other offers are received from independent third parties. In determining
whether any offer received represents a fair price for any such Loan Pair, the Trustee shall be supplied with and shall rely on
the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within the preceding nine (9)-month
period or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall select the appraiser conducting any such
new Appraisal. The cost of any such Appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance. In


 



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determining
whether any such offer from a Person constitutes a fair price for any such Loan Pair, the Trustee shall instruct the appraiser
to take into account (in addition to the results of any Appraisal or updated Appraisal that it may have obtained pursuant to this
Agreement within the prior nine (9) months), as applicable, among other factors, the period and amount of any delinquency on the
affected Loan Pair, the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.
The Trustee may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
selected with reasonable care and retained by the Trustee at the expense of the Trust and the holder of the related Serviced Companion
Loan in connection with making such determination. Notwithstanding the foregoing, the Special Servicer shall not be permitted to
sell the Loan Pair without the written consent of the related Serviced Companion Loan holder unless the Special Servicer has delivered
to such holder: (a) at least 15 Business Days prior written notice of any decision to attempt to sell the Loan Pair; (b) at least
10 days prior to the proposed sale, a copy of each bid package (together with any amendments to such bid packages) received by
the Special Servicer in connection with any such proposed sale, (c) at least 10 days prior to the proposed sale, a copy of the
most recent Appraisal for the Loan Pair, and any documents in the Servicer Mortgage File requested by such holder 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 Controlling
Class Representative) 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; provided, that such holder may waive any of the delivery or timing requirements set forth in this sentence. Subject
to the foregoing, each of the Controlling Class Representative, the Serviced Companion Loan holder or a representative thereof
shall be permitted to submit an offer at any sale of a Loan Pair.


 


Notwithstanding anything
contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested
Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate an independent third
party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing 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 costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party pursuant to this paragraph shall be covered by, and shall
be reimbursable from, the Collection Account, to the extent of the pro rata portion allocable to the related Mortgage Loan,
and the related Custodial Account, to the extent of the applicable portion allocable to the related Serviced Companion Loan in
accordance with the related Intercreditor Agreement; provided, that, the Trustee shall not engage a third party expert whose
fees exceed a commercially reasonable amount as determined by the Trustee.


 


(j)            Notwithstanding
anything to the contrary herein, any purchase of a Defaulted Loan pursuant to this Section 9.17 will remain subject
to the cure and purchase rights of, in each case if applicable, the holder of any related B Note or Serviced Companion Loan
as set forth in the related Intercreditor Agreement and any holder of a related mezzanine loan as set forth in the related mezzanine
loan intercreditor agreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the Intercreditor
Agreement or the related


 



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mezzanine loan intercreditor agreement in connection with any such purchase rights in favor of the holder
of the related B Note, Serviced Companion Loan or mezzanine loan, as applicable, and shall provide such notices to the holder
of the related B Note, Serviced Companion Loan or mezzanine loan, as applicable, as are required by the Intercreditor Agreement
or the related mezzanine loan intercreditor agreement, as the case may be, in connection with each such holders’ purchase
rights.


 


Section 9.18          A/B
Whole Loans.  The parties acknowledge that, the Special Servicer shall not be entitled or required to exercise the
rights and powers granted to any “Note B Holder” as defined under the related Intercreditor Agreement. Subject
to Section 10.3, when (i) any A Note or Serviced B Note under any A/B Whole Loan, (ii) any Serviced Pari Passu Mortgage
Loan or Serviced Companion Loan under any Loan Pair, or (iii) any Mortgage Loan with any related mezzanine loan, as applicable,
constitutes a Specially Serviced Mortgage Loan, the Special Servicer shall be entitled to exercise the rights and powers granted
under the related Intercreditor Agreement or mezzanine loan intercreditor agreement that the Master Servicer would be entitled
to exercise under Section 8.3(j) hereof with respect to the related A Note, Serviced Pari Passu Mortgage Loan or Mortgage
Loan, as applicable.


 


Section 9.19          Reserved.


 


Section 9.20          Merger
or Consolidation.     Any Person into which the Special Servicer
may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which
the Special Servicer shall be a party, or any Person succeeding to the business of the Special Servicer, shall be the successor
of the Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties
hereto; provided, that the Special Servicer shall have provided a Rating Agency Communication to each Rating Agency and
each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or
Serviced B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g)
for a successor Special Servicer and if, and for so long as, the Trust, or with respect to any Serviced Companion Loan the trust
created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange
Act, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall
have consented thereto (which consent shall not be unreasonably delayed or withheld). If the conditions to the proviso in the foregoing
sentence are not met, the Trustee may terminate the Special Servicer’s servicing of the Specially Serviced Mortgage Loans
pursuant hereto, such termination to be effected in the manner set forth in Section 9.31. The successor or surviving
Person shall provide prompt notice of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider.
If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special
Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section
9.30(g), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.


 



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Section 9.21          Resignation
of Special Servicer.


 


(a)           Except as otherwise
provided in this Section 9.21, the Special Servicer shall not resign from the obligations and duties hereby imposed
on it unless it determines that the Special Servicer’s duties hereunder are no longer permissible under applicable law or
are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting
the resignation of the Special Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Master Servicer,
the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trustee.
In connection with any such resignation, the successor special servicer shall either: (i) during any Subordinate Control Period,
be appointed by the Controlling Class Representative in accordance with the first (1st) paragraph of Section 9.30(c);
or (ii) during any Collective Consultation Period or any Senior Consultation Period, be appointed by the Trustee and, during any
Collective Consultation Period, be reasonably acceptable to the Controlling Class Representative, and otherwise satisfy the requirements
for a successor Special Servicer set forth in Section 9.30(g); provided that in either case the Trustee shall
have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests
in any Serviced Companion Loan or Serviced B Note with a Rating Agency Communication with respect to the replacement of the existing
Special Servicer with the proposed successor. Notice of such resignation shall be given promptly by the Special Servicer to the
other parties to this Agreement. The Special Servicer shall bear all costs associated with its resignation and the transfer of
servicing under this Section 9.21(a). Notwithstanding the foregoing, if the Special Servicer shall cease to serve as
such in accordance with this Section 9.21(a) and a successor servicer shall not have been engaged (or, if applicable
in the case of an A/B Whole Loan or Loan Pair, shall not have been appointed by a related Loan-Specific Directing Holder and engaged
or, otherwise during any Subordinate Control Period, shall not have been appointed by the Controlling Class Representative and
engaged), the Trustee or an agent of the Trustee shall assume the duties and obligations of the Special Servicer under this Agreement.
If the Trustee or an agent of the Trustee assumes the duties and obligations of the Special Servicer pursuant to this Section 9.21(a),
the Trustee or such agent shall be permitted to resign as special servicer if it has been replaced by a successor servicer satisfying
the criteria in the fourth (4th) preceding sentence above.


 


(b)           The Special Servicer
may resign from the obligations and duties hereby imposed on it, upon thirty (30) days’ notice to the Depositor, the Trust
Advisor, the Trustee, the Custodian and the Certificate Administrator; provided that (i) a successor special servicer
(A) is available, (B) during any Subordinate Control Period, is acceptable to or has been appointed by the Controlling Class
Representative, (C) during any Collective Consultation Period, is reasonably acceptable to the Controlling Class Representative,
the Depositor, and the Trustee, (D) during any Senior Consultation Period, is reasonably acceptable to the Depositor and the Trustee,
(E) is willing to assume the obligations, responsibilities and covenants to be performed hereunder by the Special Servicer
on substantially the same terms and conditions, and for not more than equivalent compensation as that herein provided (unless a
successor cannot be found for existing compensation), and (F) otherwise satisfies the requirements for a successor Special
Servicer set forth in Section 9.30(g), (ii) the successor special servicer has a net worth of at least $15,000,000,
(iii)(A)(x) such successor special servicer is acting as special servicer in a commercial mortgage loan securitization that was
rated by KBRA within the twelve (12) month


 



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period prior to the date of determination, and KBRA has not downgraded or withdrawn
the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on
watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities as the sole or
a material reason for such downgrade or withdrawal (or placement on watch) or (y) if such successor special servicer is not
acting as special servicer in a commercial mortgage loan securitization that was rated by KBRA in such twelve (12) month period,
then such Rating Agency shall have provided a Rating Agency Confirmation; (B) such successor special servicer has a special servicer
rating of at least “CSS3” from Fitch; (C) (x) such successor special servicer is acting as special servicer in a commercial
mortgage loan securitization that was rated by an NRSRO within the twelve (12) month period prior to the date of determination
and (y) Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings of one or more classes of certificates
issued in connection with such securitization citing servicing concerns with such successor special servicer as the sole or material
factor in such rating action; and (D)(x) the successor special servicer confirms in writing that it was appointed to act as the
special servicer on a transaction level basis on the closing date of a commercial mortgage loan securitization with respect to
which Moody’s rated one or more classes of certificates and one or more of such classes of certificates are still outstanding
and rated by Moody’s and (y) Moody’s has not cited servicing concerns of the applicable replacement 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 securities transaction serviced by
the applicable servicer prior to the time of determination; and (iv) the resigning Special Servicer shall have provided each
Rating Agency with a Rating Agency Communication with respect to such resignation. Any costs of such resignation and of obtaining
a replacement Special Servicer and of transfer of servicing shall be borne by the Special Servicer and shall not be an expense
of the Trust.


 


(c)            No such resignation
under paragraph (a) or (b) above shall become effective unless and until such successor Special Servicer enters into
an agreement with the other parties hereto assuming the obligations and responsibilities of the Special Servicer hereunder in form
and substance reasonably satisfactory to the Trustee.


 


(d)           If the Special
Servicer resigns under this Section 9.21, it shall continue to have rights to any and all compensation, indemnification,
reimbursement of Advances and any other amounts due to the Special Servicer hereunder which were earned, accrued or expended prior
to termination.


 


Section 9.22          Assignment
or Delegation of Duties by Special Servicer. The Special Servicer shall have the right without the prior written consent of
the Trustee to (A) delegate or subcontract with or authorize or appoint anyone, or delegate certain duties to other professionals
such as attorneys and appraisers, as an agent of the Special Servicer or Sub-Servicers (as provided in Section 9.3)
to perform and carry out any duties, covenants or obligations to be performed and carried out by the Special Servicer hereunder
or (B)  assign and delegate all of its duties hereunder. In the case of any such assignment and delegation in accordance
with the requirements of clause (A) of this Section, the Special Servicer shall not be released from its obligations
under this Agreement. In the case of any such assignment and delegation in accordance with the requirements of clause (B)
of this Section, the Special Servicer


 



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shall be released from its obligations under this Agreement, except
that the Special Servicer shall remain liable for all liabilities and obligations incurred by it as the Special Servicer hereunder
prior to the satisfaction of the following conditions: (i) the Special Servicer gives the Depositor, the Master Servicer,
the Certificate Administrator, the 17g-5 Information Provider, the Controlling Class Representative (during any Subordinate Control
Period and any Collective Consultation Period) and the Trustee notice of such assignment and delegation; (ii) such purchaser
or transferee accepting such assignment and delegation executes and delivers to the other parties hereto an agreement accepting
such assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities
of the Special Servicer, with like effect as if originally named as a party to this Agreement; (iii) the purchaser or transferee
has a net worth in excess of $15,000,000 and otherwise satisfies the requirements for a successor Special Servicer set forth in
Section 9.30(g); (iv) the Special Servicer shall have provided to each Rating Agency a Rating Agency Communication
with respect to such assignment and delegation; (v) during any Subordinate Control Period and any Collective Consultation Period,
the Controlling Class Representative consents to such assignment and delegation, such consent not to be unreasonably withheld during
any Collective Consultation Period; (vi) the Depositor consents to such assignment and delegation, such consent not to be
unreasonably withheld and (vii)(A)(x) the successor special servicer is acting as special servicer in a commercial mortgage loan
securitization that was rated by Moody’s and a commercial mortgage loan securitization that was rated by KBRA, in each case
within the twelve (12) month period prior to the date of determination, and neither KBRA nor Moody’s has downgraded or withdrawn
the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on
watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities, as applicable,
as the sole or a material reason for such downgrade or withdrawal (or placement on watch) or (y) if such successor special servicer
is not acting as special servicer in a commercial mortgage loan securitization that was rated by KBRA and/or Moody’s in such
twelve (12) month period, then such Rating Agency shall have provided a Rating Agency Confirmation; (B) the successor special servicer
has a special servicer rating of at least “CSS3” from Fitch; and (C)(x) such successor special servicer is acting special
servicer in a commercial mortgage loan securitization that was rated by an NRSRO within the twelve (12) month period prior to the
date of determination and (y) Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings of one
or more classes of certificates citing servicing concerns with such successor special servicer as the sole or material factor in
such rating action. Notwithstanding the above, the Special Servicer may appoint Sub-Servicers in accordance with Section 9.4
hereof.


 


Section 9.23          Limitation
on Liability of the Special Servicer and Others.


 


(a)            Neither the Special
Servicer nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Special Servicer shall be
under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers, the
holder of any Serviced B Note or the holder of any Serviced Companion Loan for any action taken or for refraining from the taking
of any action in good faith and using reasonable business judgment; provided that this provision shall not protect the Special
Servicer or any such person against any breach of a representation or warranty contained herein or any liability which would otherwise
be imposed by reason of willful misfeasance, bad faith or


 



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negligence in its performance of duties hereunder or by reason of negligent
disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer, employee, member, manager
or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted
by any Person (including, without limitation, the information and reports delivered by or at the direction of the Master Servicer
or any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer) respecting any matters arising
hereunder. Except as specifically provided in Section 9.34, the Special Servicer shall not be under any obligation to appear
in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans
in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action
which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of
any Serviced B Note, the holder of any Serviced Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall
undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other
than those that are connected with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and
costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with
interest thereon, as provided by Section 5.2 hereof.


 


(b)           In addition, the
Special Servicer shall have no liability with respect to, and shall be entitled to conclusively rely on as to the truth of the
statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Special Servicer and
conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer, nor any Affiliate,
director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment made in good faith
by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally
liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion,
rights or powers conferred upon it by this Agreement. The Special Servicer shall be entitled to rely on reports and information
supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy
of any such report or information unless otherwise required hereunder.


 


(c)            The Special Servicer
shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from any breach
of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust shall indemnify
and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses which relate
to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable from the
party committing such breach.


 


(d)           Except as otherwise
specifically provided herein:


 


(i)          the Special
Servicer may rely, 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,


 



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bond or other paper or document reasonably believed or in good faith believed by it to be genuine and to have been signed or presented
by the proper party or parties;


 


(ii)         the Special
Servicer may consult with counsel, and any written advice 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; and


 


(iii)        the Special
Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information
(financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed
or in good faith believed by it to be genuine.


 


(e)            The Special Servicer
and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified by the Master
Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against any loss,
liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating to the Master
Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, respective
willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard
by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard
of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer,
the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer
to indemnification hereunder, whereupon, subject to Section 9.34, the Master Servicer, the Trustee, the Certificate Administrator
or the Custodian, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith or negligence,
shall assume the defense of any such claim (with counsel reasonably satisfactory to the Special Servicer). Any failure to so notify
the Master Servicer, the Trustee, the Certificate Administrator or the Custodian shall not affect any rights the Special Servicer
may have to indemnification hereunder or otherwise, unless the interest of the Master Servicer, the Trustee, the Certificate Administrator
or the Custodian is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement
and the termination, removal or resignation of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee,
the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to or at the direction of the Special
Servicer shall be paid from the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s,
as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided in
this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian
or the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of
competent jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or
the Master Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful misfeasance,
bad faith or negligence.


 



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Section 9.24          Indemnification;
Third-Party Claims.


 


(a)            The Special Servicer
and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer
Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any Serviced
Companion Loans and any Serviced B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”)
incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans,
any Serviced B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring
the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with
this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative,
any Loan-Specific Directing Holder or the Master Servicer pursuant to any provision of this Agreement or the applicable Intercreditor
Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall
be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in
connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required
to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A)
specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of
this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in
connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that
party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against
the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in
the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties.


 


Except as provided in
the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case
of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or grantor trust formed
hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or provisions
relating to the grantor trust or the actual payment of any REMIC tax or grantor trust tax or expense with respect to any REMIC
or grantor trust formed hereunder) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but
not out of collections on, or other proceeds of, any Serviced Companion Loan or any Serviced B Note. In the case of any such Special
Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting
the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:


 


(1) if such Special Servicer
Losses relate to a Loan Pair, then (subject to the related Intercreditor Agreement) such indemnification shall be paid (x) first,
out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan and Serviced Companion Loan, in the relative
proportions, provided for in the applicable Intercreditor Agreement and (y) if the


 



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collections and proceeds described in subclause (x)
of this clause (1) are not sufficient to so indemnify the Special Servicer Indemnified Parties on a current basis,
then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole;
and


 


(2) if such Special Servicer
Losses relate to any A/B Whole Loan, then (subject to the related Intercreditor Agreement) such indemnification shall be paid (x) first,
if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and other proceeds of such
A/B Whole Loan, and (y) if the collections and proceeds described in subclause (x) of this clause (2) are
not sufficient to so indemnify the Special Servicer Indemnified Parties on a current basis, then the balance of such indemnification
shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole.


 


Subject to Section
9.34, the Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee)
and the Trust shall pay, from amounts on deposit in the Collection Account pursuant to Section 5.2, 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. The Master Servicer shall promptly make from the Collection Account (and, if and to
the extent that the amount due shall be paid from collections on, and other proceeds of, any Serviced Companion Loan or any Serviced
B Note, as set forth above, out of the related Custodial Account) any payments certified by the Special Servicer to the Master
Servicer, the Trustee and the Certificate Administrator as required to be made to the Special Servicer pursuant to this Section 9.24.


 


(b)           The Special Servicer
agrees to indemnify the Trust, and each other party to this Agreement and any director, officer, member, manager, employee or agent
or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal
fees and related costs, judgments, and any other costs, liabilities, fees and expenses that such person may sustain arising from
or as a result of the willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of negligent
disregard of obligations and duties hereunder by the Special Servicer. The Trustee, the Depositor, the Certificate Administrator,
the Custodian, the Trust Advisor or the Master Servicer shall immediately notify the Special Servicer if a claim is made by a third
party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the Depositor,
the Certificate Administrator, the Custodian, the Trust Advisor or the Master Servicer, as the case may be, to indemnification
hereunder, whereupon the Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the
Trustee, the Depositor, the Certificate Administrator, the Custodian, the Trust Advisor or the Master Servicer, as the case may
be) 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 Special Servicer shall
not affect any rights the Trust or the Trustee, the Depositor, the Certificate Administrator, the Custodian, the Trust Advisor
or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer’s defense
of such claim is materially prejudiced thereby. Any expenses incurred or indemnification payments made by the Special Servicer
shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction
makes a final, non-appealable judgment that the conduct of the Special Servicer was


 



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not culpable or such indemnifying party was
found to not have acted with willful misfeasance, bad faith or negligence.


 


(c)            The indemnification
provided in Sections 9.24(a) and 9.24(b) shall survive the termination of this Agreement and the termination or resignation
of the Special Servicer, the Certificate Administrator, the Custodian, the Trust Advisor, the Master Servicer or the Trustee.


 


(d)           Any Non-Serviced
Mortgage Loan Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of such Non-Serviced Mortgage
Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trust’s pro rata share of any
and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing
Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the related
Non-Serviced Companion Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred
by reason of any Non-Serviced Mortgage Loan Special Servicer’s willful misfeasance, bad faith or negligence in the performance
of its duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


Section 9.25          Reserved.


 


Section 9.26          Special
Servicer May Own Certificates. The Special Servicer or any agent of
the Special Servicer in its individual capacity or in any other capacity may become the owner or pledgee of Certificates with the
same rights as it would have if they were not the Special Servicer or such agent. Any such interest of the Special Servicer or
such agent in the Certificates shall not be taken into account when evaluating whether actions of the Special Servicer are consistent
with its obligations in accordance with the Servicing Standard regardless of whether such actions may have the effect of benefiting
the Class or Classes of Certificates owned by the Special Servicer.


 


Section 9.27          Tax
Reporting. The Special Servicer shall provide the
necessary information to the Master Servicer to allow the Master Servicer to comply with the Mortgagor tax reporting requirements
imposed by Sections 6050H, 6050J and 6050P of the Code with respect to any Specially Serviced Mortgage Loan and any REO Property.
The Special Servicer shall provide to the Master Servicer copies of any such reports. The Master Servicer shall forward such reports
to the Certificate Administrator.


 


Section 9.28          Application
of Funds Received. It is anticipated that the Master Servicer
will be collecting all payments with respect to the Mortgage Loans, any Serviced Companion Loan and any Serviced B Note (other
than payments with respect to REO Income). If, however, the Special Servicer should receive any payments with respect to any Mortgage
Loan (other than REO Income) it shall, within one (1) Business Day of receipt from the Mortgagor or otherwise of any amounts attributable
to payments with respect to or the sale of any Mortgage Loan or any Specially Serviced Mortgage Loan, if any (but not including
REO Income, which shall be deposited in the applicable REO Account as provided in Section 9.14 hereof) remit such payment
or other amounts (endorsed, if applicable, to the order of the Master


 



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Servicer), to the Master Servicer for deposit into the Collection
Account. The Special Servicer shall notify the Master Servicer of each such amount received on or before the date required for
the making of such deposit or transfer, as the case may be, indicating the Mortgage Loan or the Specially Serviced Mortgage Loan
to which the amount is to be applied and the type of payment made by or on behalf of the related Mortgagor.


 


Section 9.29          Compliance
with REMIC Provisions and Grantor Trust Provisions. The Special Servicer shall act in accordance
with this Agreement and the REMIC Provisions and related provisions of the Code in order to create or maintain the status of any
REMIC Pool as a REMIC and the Grantor Trust created hereby as a grantor trust or, as appropriate, adopt a plan of complete liquidation.
The Special Servicer shall not (A) take any action or cause any REMIC Pool to take any action that could (i) endanger
the status of any REMIC Pool as a REMIC under the Code or (ii) subject to Section 9.14(e), result in the imposition
of a tax upon any REMIC Pool (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2)
or on contributions pursuant to Section 860G(d)) or (B) take any action or cause the Grantor Trust to take any action
that could (i) endanger its status as a grantor trust, an “investment trust” under Treasury Regulations Section
301.7701-4(c), or a “domestic trust” under Treasury Regulations Section 301.7701-7 or (ii) result in the imposition
of any tax upon the Grantor Trust unless the Master Servicer and the Certificate Administrator have received a Nondisqualification
Opinion (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger
such status or result in the imposition of such tax. The Special Servicer shall comply with the provisions of Article XII
hereof. Notwithstanding the foregoing, the Special Servicer shall not be liable for an Adverse REMIC Event resulting from the failure
of any Mortgage Loan by its terms to comply with Revenue Procedure 2010-30 or other REMIC Provisions.


 


Section 9.30          Termination.


 


(a)            The obligations
and responsibilities of the Special Servicer created hereby (other than the obligation of the Special Servicer to make payments
to the Master Servicer as set forth in Section 9.28 and the obligations of the Special Servicer pursuant to Sections
9.3, 9.8 and 9.24 hereof) shall terminate on the date which is the earliest of (i) the later of (A) the
final payment or other liquidation of the last of the Mortgage Loans remaining outstanding (and final distribution to the Certificateholders)
or, (B) the disposition of all REO Property in respect of any Specially Serviced Mortgage Loan (and final distribution to
the Certificateholders), (ii) thirty (30) days following the date on which the Trustee or the Controlling Class Representative
has given written notice to the Special Servicer that the Special Servicer is terminated pursuant to Section 9.30(b)
or 9.30(c), respectively and (iii) the effective date of any resignation of the Special Servicer effected pursuant
to and in accordance with Section 9.21.


 


(b)           The Trustee may
(and, if holders of Certificates representing at least 25% of the aggregate Voting Rights of all Certificates so direct the Trustee,
shall) terminate the Special Servicer if any of the following have occurred and are continuing or have not been cured:


 


(i)          the Special
Servicer has failed to remit any amount required to be remitted to the Master Servicer within one (1) Business Day following
the date such amount was required to have been remitted under the terms of this Agreement;


 



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(ii)         the Special
Servicer has failed to deposit into any account any amount required to be so deposited or remitted under the terms of this Agreement
which failure continues unremedied for one (1) Business Day following the date on which such deposit or remittance was first required
to be made;


 


(iii)        the Special
Servicer has failed to duly observe or perform in any material respect any of the other covenants or agreements of the Special
Servicer set forth in this Agreement (other than if and for so long as the Trust or a trust created pursuant to an Other Companion
Loan Pooling and Servicing Agreement relating to a Non-Serviced Companion Loan or a Serviced Companion Loan is subject to the reporting
requirements of the Exchange Act, the duties, covenants or agreements set forth in Article XIII to the extent described in Section
9.30(b)(ix)), and the Special Servicer has failed to remedy such failure within thirty (30) days after written notice of such
failure, requiring the same to be remedied, shall have been given to the Special Servicer by the Depositor or the Trustee; provided
such cure period may be extended to the extent necessary to permit the Special Servicer to cure such failure if (A) the Special
Servicer certifies to the Trustee and the Depositor that the Special Servicer is in good faith attempting to remedy such failure,
and (B) the Certificateholders would not be materially and adversely affected thereby; provided, that such cure period may
not exceed 90 days;


 


(iv)        the Special
Servicer has made one or more false or misleading representations or warranties herein that materially and adversely affects the
interest of any Class of Certificates, and has failed to cure such breach within thirty (30) days after notice of such breach,
requiring the same to be remedied, shall have been given to the Special Servicer by the Depositor or the Trustee, provided
such cure period may be extended to the extent necessary to permit the Special Servicer to cure such failure if (A) the Special
Servicer certifies to the Trustee and the Depositor that the Special Servicer is in good faith attempting to remedy such failure,
and (B) the Certificateholders shall not be materially and adversely affected thereby; provided that such cure period may
not exceed 90 days;


 


(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, marshalling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, shall have been entered against the Special Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(vi)        the Special
Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Special Servicer
or of or relating to all or substantially all of its property;


 


(vii)       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;


 



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(viii)      (a) Moody’s
or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more
classes of securities backed by a Serviced B Note or Serviced Companion Loan (if such Rating Agency has been engaged by the applicable
Other Depositor to rate such securities) or (B) placed one or more Classes of Certificates or one or more classes of securities
backed by a Serviced B Note or Serviced Companion Loan (if such Rating Agency has been engaged by the applicable Other Depositor
to rate such securities) on “watch status” in contemplation of a ratings downgrade or withdrawal (and, in the case
of either of clauses (A) or (B), such qualification, downgrade, withdrawal or “watch status” placement
shall not have been withdrawn by Moody’s or KBRA, as applicable, within sixty (60) days) and, in the case of either of clauses
(A) or (B), Moody’s or KBRA, as applicable, publicly cited servicing concerns with the Special Servicer as the
sole or material factor in such rating action, (b) the Special Servicer ceases to have a special servicer rating of at least “CSS3”
from Fitch and such rating is not reinstated within sixty (60) days, or (c)(A) the Special Servicer has failed to maintain a ranking
by Morningstar equal to or higher than “MOR CS3” as a special servicer and such ranking is not reinstated within sixty
(60) days of actual knowledge of such event by the Special Servicer (if the Special Servicer has or had a Morningstar ranking on
or after the Closing Date) or (B) if the Special Servicer has not been ranked by Morningstar on or after the Closing Date, Morningstar
has (1) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes
of securities backed by a Serviced B Note or Serviced Companion Loan (if Morningstar has been engaged by the applicable Other Depositor
to rate such securities) or (2) within the prior twelve (12) months, placed one or more Classes of Certificates or one or more
classes of securities backed by a Serviced B Note or Serviced Companion Loan (if Morningstar has been engaged by the applicable
Other Depositor to rate such securities) on “watch status” in contemplation of rating downgrade or withdrawal and,
in the case of either of clauses (A) or (B), has publicly cited servicing concerns with the Special Servicer as the sole or material
factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been
withdrawn by Morningstar within sixty (60) days of such event);


 


(ix)        if, and for
so long as the Trust or a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement relating to a Non-Serviced
Companion Loan or a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, the Special Servicer,
or any Servicing Function Participant appointed by the Special Servicer, shall fail to comply with any of its obligations under
Article XIII of this Agreement; or


 


(x)          if, and for
so long as the Trust or a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement relating to a Serviced
Companion Loan is subject to the reporting requirements of the Exchange Act, the Special Servicer shall fail to terminate, on the
same terms and conditions as those set forth in Section 8.4 for a Sub-Servicer of the Master Servicer, any Sub-Servicer
appointed by the Special Servicer.


 


Such termination shall
be effective on the date that the Trustee specifies in a written notice to the Special Servicer that the Special Servicer is terminated
due to the occurrence of one of the foregoing events and the expiration of any applicable cure period or grace period specified
above for such event. During any Subordinate Control Period, the


 



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Controlling Class Representative shall have the right to appoint
a successor Special Servicer if the Trustee terminates the existing Special Servicer.


 


With respect to any Loan
Pair, if any event described clauses 9.30(b)(i)-(x) has occurred that affects the holder of the related Serviced Companion Loan,
such holder shall have the right to direct the Trustee to terminate the Special Servicer under this Agreement solely with respect
to such Loan Pair.


 


Any event described in
clauses (i) through (viii) of the first (1st) sentence of the first paragraph of this subsection
(b) may be waived by the Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates
(except a default in making any required deposits to or payments from the Collection Account or the Distribution Account or in
remitting payments as received, in each case in accordance with this Agreement).


 


(c)           During any Subordinate
Control Period, the Controlling Class Representative, if any, shall have the right to terminate the Special Servicer at any time,
with or without cause, and the Controlling Class Representative shall have the right to, and shall, appoint a successor Special
Servicer meeting the requirements of Section 9.30(g), who shall execute and deliver to the other parties hereto an agreement,
in form and substance reasonably satisfactory to the Trustee, whereby the successor Special Servicer agrees to assume and perform
punctually the duties of the Special Servicer specified in this Agreement; provided that the Trustee shall have provided
each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced
Companion Loan or Serviced B Note with a Rating Agency Communication prior to the termination of the Special Servicer; provided,
further, that the Special Servicer with respect to any Excluded Mortgage Loan shall not be subject to termination pursuant
to this Section 9.30(c). The Special Servicer shall not be terminated pursuant to this paragraph until a successor Special
Servicer shall have been appointed. The Controlling Class Representative shall pay any costs and expenses incurred by the Trust
in connection with the removal and appointment of a Special Servicer pursuant to this paragraph (unless such removal is based on
any of the events or circumstances set forth in Section 9.30(b)). Notwithstanding anything to the contrary in this
Agreement, no successor Special Servicer appointed by the Controlling Class Representative pursuant to Section 9.21(a),
Section 9.30(b) or this Section 9.30(c) will be required to meet any net worth requirements.


 


During any Collective
Consultation Period and any Senior Consultation Period, upon (i) the written direction of Holders of Certificates evidencing
not less than 25% of the aggregate Voting Rights of the Certificates requesting a vote to terminate and replace the Special Servicer
with a proposed successor Special Servicer meeting the requirements of Section 9.30(g), (ii) payment by such Holders
to the Certificate Administrator and/or the Trustee of the reasonable fees and expenses to be incurred by the Certificate Administrator
and/or the Trustee in connection with administering such vote and (iii) delivery by, and at the expense of, such Holders to
each Rating Agency (with a copy to the Certificate Administrator and the Trustee) of a Rating Agency Communication with respect
to the termination of the existing Special Servicer and the replacement thereof with the proposed successor, the Certificate Administrator
shall promptly provide written notice thereof to all Certificateholders by posting such notice on its internet website and by mailing
such notice to their addresses appearing in the Certificate Register. Upon the written direction of Holders of Certificates evidencing
at least 75% of the


 



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aggregate Voting Rights of the Certificates, the Trustee shall terminate all of the rights and obligations
of the Special Servicer under this Agreement, and the proposed successor Special Servicer shall succeed to the duties of the Special
Servicer all as if a removal and replacement were occurring pursuant to Section 9.30(b) and Section 9.31;
provided that if such written direction is not provided within 180 days of the initial request for a vote to terminate and
replace the Special Servicer, then such written direction shall have no force and effect. The provisions set forth in the foregoing
sentences of this paragraph shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as
between each other. The Special Servicer shall not have any cause of action based upon or arising from any breach or alleged breach
of such provisions. As between the Special Servicer, on the one hand, and the Certificateholders, on the other, the Certificateholders
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Special Servicer.
The Holders of the Certificates that initiated the vote to replace the Special Servicer shall pay the costs and expenses incurred
in connection with the removal and replacement of the Special Servicer pursuant to this paragraph.


 


In addition, during any
Senior Consultation Period, if the Trust Advisor determines that the Special Servicer is not performing its duties in accordance
with the Servicing Standard, the Trust Advisor may recommend the replacement of the Special Servicer. In such event, the Trust
Advisor shall deliver to the Trustee and Certificate Administrator, with a copy to the Special Servicer, a written recommendation
(along with the relevant information justifying its recommendation) of a suggested replacement special servicer. The Certificate
Administrator shall notify each Certificateholder of the recommendation and post it on the Certificate Administrator’s Website.
The replacement of the Special Servicer based on the Trust Advisor’s recommendation must be confirmed by an affirmative vote
of the Holders of Principal Balance Certificates evidencing greater than 50% of the aggregate Voting Rights of all Principal Balance
Certificates on an aggregate basis; provided that if a proposed termination and replacement of the Special Servicer following
the initial recommendation of the Trust Advisor is not consummated within 180 days following the initial recommendation of the
Trust Advisor, then the proposed termination and replacement shall have no further force and effect. If the Holders of such Principal
Balance Certificates elect to remove and replace the Special Servicer, the Trustee shall provide to each Rating Agency a Rating
Agency Communication at that time. If the successor special servicer agrees to be bound by the terms of this Agreement, the Trustee
shall terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor special
servicer approved by the Certificateholders, provided such successor special servicer satisfies the requirements of Section 9.30(g),
subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances
and other rights set forth in this Agreement which survive termination. The reasonable costs and expenses associated with the Trust
Advisor’s identification of a replacement special servicer, providing the Rating Agency Communications and administering
the vote of the applicable Principal Balance Certificates will be an Additional Trust Expense. In any case, the Trustee shall notify
the outgoing Special Servicer promptly of the effective date of its termination.


 


(d)           Notwithstanding
any of the foregoing to the contrary, the holder of a Serviced Companion Loan or Serviced B Note or its designee, to the extent
set forth in the related Intercreditor Agreement and only for so long as it is the related Loan-Specific Directing Holder, shall
have the sole right to terminate the Special Servicer with respect to the related Loan


 



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Pair or A/B Whole Loan, as applicable, upon
the appointment and acceptance of such appointment by a successor to the Special Servicer; provided that, if such holder
of the related Serviced Companion Loan or Serviced B Note or its designee so terminates the Special Servicer, such holder of that
Serviced Companion Loan or Serviced B Note or its designee shall appoint a successor Special Servicer who will (i) in the
case of the related Loan Pair or A/B Whole Loan, be reasonably satisfactory to the Trustee and to the Depositor; and (ii) execute
and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, whereby the successor Special
Servicer agrees to assume and perform punctually the duties of the Special Servicer specified in this Agreement; and provided,
further, that the Trustee shall provide to each Rating Agency a Rating Agency Communication prior to the termination of
the Special Servicer. The Special Servicer shall not be terminated pursuant to this Section 9.30(d) until a successor
Special Servicer shall have been appointed. The holder of the applicable Serviced Companion Loan or Serviced B Note or its designee
shall pay any costs and expenses incurred by the Trust in connection with the removal and appointment of a Special Servicer pursuant
to this paragraph (unless such removal is based on any of the events or circumstances set forth in Section 9.30(b)).
If the holder of a Serviced Companion Loan or Serviced B Note or its designee terminates the Special Servicer with respect to the
related Loan Pair or A/B Whole Loan, as applicable, and appoints a successor special servicer with respect to such Loan Pair or
A/B Whole Loan, as applicable, then the Controlling Class Representative (or the Holders of the applicable percentage of Certificates)
shall not have the right to terminate any such successor special servicer without cause until the holder of the related Serviced
Companion Loan or Serviced B Note or its designee is no longer the Loan-Specific Directing Holder with respect to such Loan Pair
or A/B Whole Loan, as applicable.


 


(e)           Notwithstanding
anything to the contrary contained in this Section 9.30, with respect to any Excluded Special Servicer Mortgage Loan,
the Special Servicer shall resign at its own cost with respect to such Excluded Special Servicer Mortgage Loan. During any Subordinate
Control Period, if the Excluded Special Servicer Mortgage Loan is not also an Excluded Mortgage Loan, the Controlling Class Representative
shall be entitled to appoint (and replace with or without cause) the Excluded Special Servicer, as successor to the resigning Special
Servicer, for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement. During a Subordinate Control
Period, if such Excluded Special Servicer Mortgage Loan is also an Excluded Mortgage Loan, the largest Controlling Class Certificateholder
(by Certificate Balance) that is not an Excluded Controlling Class Holder shall be entitled to appoint (and replace with or without
cause) the Excluded Special Servicer for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement.
During any Collective Consultation Period, the largest Controlling Class Certificateholder that is not an Excluded Controlling
Class Certificateholder shall have the right to appoint the Excluded Special Servicer. If a Subordinate Control Period is not in
effect, neither the Controlling Class Representative nor any other Controlling Class Certificateholder shall be entitled to remove
or replace the Excluded Special Servicer with respect to any Excluded Special Servicer Mortgage Loan.


 


During any Senior Consultation
Period and any Collective Consultation Period, or during a Subordinate Control Period if each Controlling Class Certificateholder
is an Excluded Controlling Class Holder, upon resignation of the Special Servicer with respect to an Excluded


 



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Special Servicer
Mortgage Loan, such resigning Special Servicer shall appoint the applicable successor Excluded Special Servicer.


 


In connection with any
resignation of the Special Servicer as described in the second preceding paragraph, if any party referred to above is entitled
(but not required) to appoint the Excluded Special Servicer but does not so appoint within thirty (30) days, the resigning Special
Servicer shall appoint the Excluded Special Servicer.


 


The resigning Special
Servicer shall not have any liability for the identity of the newly appointed Excluded Special Servicer, and will not have any
liability for, and will be indemnified by the newly appointed Excluded Special Servicer for, any willful misfeasance, bad faith
or negligence on the part of such Excluded Special Servicer.


 


If at any time the Special
Servicer that had acted as the Special Servicer for an Excluded Special Servicer Mortgage Loan prior to it becoming a Excluded
Special Servicer Mortgage Loan is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged
Property becoming REO Property) with respect to an Excluded Special Servicer Mortgage Loan, (1) the related Excluded Special Servicer
shall resign with respect to the related Mortgage Loan, (2) the related Mortgage Loan shall no longer be an Excluded Special Servicer
Mortgage Loan, (3) such Special Servicer shall become the Special Servicer again for such related Mortgage Loan and (4) such Special
Servicer shall be entitled to all Special Servicer Compensation with respect to such Mortgage Loan earned during such time on and
after such Mortgage Loan is no longer an Excluded Special Servicer Mortgage Loan.


 


The Excluded Special
Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Mortgage Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Mortgage Loan earned during
such time as the related Mortgage Loan is an Excluded Special Servicer Mortgage Loan.


 


If a Servicing Officer
or Special Servicing Officer, as applicable, 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 Mortgage Loan, an Excluded Controlling Class
Mortgage Loan or an Excluded Special Servicer Mortgage 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.


 


(f)            If a separate
special servicer is appointed or remains in place with respect to a Loan Pair or an A/B Whole Loan at the request of the Loan-Specific
Directing Holder of such Loan Pair or A/B Whole Loan, at the request of a Serviced Companion Loan holder or in respect of any Excluded
Special Servicer Mortgage Loan, as applicable, in accordance with Section 9.30(b), Section 9.30(c), Section 9.30(d),
Section 9.30(e) or otherwise (any such separate special servicer for a Loan Pair, A/B Whole Loan or Excluded Special
Servicer Mortgage Loan, a “Loan-Specific Special Servicer”), such that there are multiple parties acting as
Special Servicer hereunder, then, unless the context clearly requires otherwise: (i) when used in the context of imposing
duties and obligations on the Special Servicer hereunder or the performance of such duties and obligations, the term “Special
Servicer” shall mean the related Loan-Specific


 



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Special Servicer, insofar as such duties and obligations relate to a Loan
Pair, A/B Whole Loan or Excluded Special Servicer Mortgage Loan, as applicable, as to which a Loan-Specific Special Servicer has
been appointed or otherwise relates, and shall mean the General Special Servicer, in all other cases; (ii) when used in the
context of identifying the recipient of any information, funds, documents, instruments and/or other items, the term “Special
Servicer” shall mean the related Loan-Specific Special Servicer, insofar as such information, funds, documents, instruments
and/or other items relate to a Loan Pair, A/B Whole Loan or Excluded Special Servicer Mortgage Loan, as applicable, as to which
a Loan-Specific Special Servicer has been appointed or otherwise relates, and shall mean the General Special Servicer, in all other
cases; (iii) when used in the context of granting the Special Servicer the right to purchase all of the Mortgage Loans and
any REO Properties remaining in the Trust pursuant to Section 11.1(b), the term “Special Servicer” shall
mean the General Special Servicer only; (iv) when used in the context of granting the Special Servicer any protections, limitations
on liability, immunities and/or indemnities hereunder or for purposes of the duties and obligations of the Trust Advisor with respect
to the “Special Servicer,” the term “Special Servicer” shall mean each Loan-Specific Special Servicer and
the General Special Servicer; and (v) when used in the context of requiring indemnification from, imposing liability on, or
exercising any remedies against, the Special Servicer for any breach of a representation or warranty hereunder or for any negligence,
bad faith or willful misconduct in the performance of duties and obligations hereunder or any negligent disregard of such duties
and obligations or otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special Servicer”
shall mean the related Loan-Specific Special Servicer or the General Special Servicer, as applicable. References in this Section 9.30(f)
to “General Special Servicer” mean the Person performing the duties and obligations of Special Servicer with respect
to the Mortgage Loans (exclusive of each and every A/B Whole Loan and Loan Pair as to which a Loan-Specific Special Servicer has
been appointed and exclusive of the Excluded Special Servicer Mortgage Loans).


 


(g)           In no event may
a successor Special Servicer be a current or former Trust Advisor or any Affiliate of such current or former Trust Advisor. Further,
such successor must be a Person that satisfies all of the eligibility requirements applicable to special servicers contained in
this Agreement (other than any net worth requirement during any Subordinate Control Period when the Controlling Class Representative
is appointing the successor Special Servicer in accordance with Section 9.21(a), Section 9.30(b) or Section 9.30(c))
and, if applicable, any Intercreditor Agreement; provided, that no Rating Agency Confirmation shall be required in connection
with the appointment of any Special Servicer other than pursuant to Section 9.21(b) of this Agreement. The Special Servicer,
any successor Special Servicer and any of their respective Affiliates shall not (i) pay, or become obligated, whether by agreement
or otherwise, and whether or not subject to any condition or contingency, to pay the Trust Advisor or any Affiliate thereof any
fee, or otherwise compensate or grant monetary or other consideration to the Trust Advisor or any Affiliate thereof (x) in
connection with its obligations under this Agreement or the performance thereof or (y) in connection with the appointment
of such Person as, or any recommendation by the Trust Advisor for such Person to become, the successor Special Servicer, (ii) become
entitled to receive any compensation from the Trust Advisor (x) in connection with its obligations under this Agreement or
the performance thereof or (y) in connection with the appointment of such Person as, or any recommendation by the Trust Advisor
for such Person to become, the successor Special Servicer or (iii) become entitled to receive any fee from the Trust Advisor or
any Affiliate thereof in connection with the


 



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appointment of such Person as Special Servicer, unless, in each of the foregoing clauses
(i) through (iii), such transaction has been expressly approved by 100% of the Certificateholders.


 


(h)           If the Special
Servicer is terminated under this Agreement, it shall continue to have any indemnification rights that survive termination and
any rights to any and all compensation, reimbursement of Advances and any other amounts due to the Special Servicer hereunder which
were earned, accrued or expended prior to termination.


 


Section 9.31          Procedure
Upon Termination.


 


(a)           Notice of any
termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the
final distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator
no later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan
or (ii) the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination,
the rights and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8,
9.11 (with respect to any outstanding fees earned prior to such termination), 9.21, 9.23, 9.24 and
9.28 hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each
REO Account and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially
Serviced Mortgage Loans.


 


(b)           On the date specified
in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a),
all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage
Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification
as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided, that
in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer shall
have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and such
successor Special Servicer shall have assumed the Special Servicer’s obligations and responsibilities, as set forth in an
agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other successor
Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions that
would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and otherwise
complies with Section 9.30(g). The Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Special Servicer, 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. The Special Servicer agrees
to cooperate with the Trustee in effecting the termination of the Special Servicer’s responsibilities and rights hereunder
as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form
reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s
functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time
be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter
received with respect to the Specially Serviced Mortgage Loans. On the date


 



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specified in a written notice of termination given
to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the Special
Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage Loan is a
Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute and deliver,
on behalf of the Special Servicer, 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.


 


Section 9.32          Certain
Special Servicer Reports.


 


(a)            The Special Servicer,
for each Specially Serviced Mortgage Loan, shall provide to the Master Servicer no later than the Special Servicer Remittance Date
for each month, the CREFC® Special Servicer Loan File, in such electronic format as is mutually acceptable to the
Master Servicer and the Special Servicer and in CREFC® format. The Master Servicer may use such reports or information
contained therein to prepare its reports and the Master Servicer shall forward such reports directly to the Depositor and the Certificate
Administrator.


 


(b)           The Special Servicer
shall maintain accurate records, prepared by a Special Servicing Officer, of each Final Recovery Determination with respect to
any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced B Note, Serviced Companion Loan or REO Property and the
basis thereof. Each Final Recovery Determination shall be evidenced by an Officer’s Certificate delivered to the Trustee,
the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust
Advisor (other than during any Subordinate Control Period), the Certificate Administrator, the Custodian and the Master Servicer
no later than the tenth (10th) Business Day following such Final Recovery Determination. The Special Servicer shall
promptly provide the Master Servicer with electronic written notice of any Final Recovery Determination with respect to any Specially
Serviced Mortgage Loan upon making such determination. The Special Servicer shall promptly provide a copy of such notice electronically
to the Trustee, the Custodian, the Certificate Administrator (who shall promptly post a copy thereof on the Certificate Administrator’s
Website pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post a copy thereof on the
17g-5 Information Provider’s Website pursuant to Section 5.7)).


 


(c)            The Special Servicer
shall provide to the Master Servicer, at the reasonable request in writing of the Master Servicer, any information in its possession
with respect to the Specially Serviced Mortgage Loans which the Master Servicer shall require in order for the Master Servicer
to comply with its obligations under this Agreement; provided that the Special Servicer shall not be required to take any
action or provide any information that the Special Servicer determines will result in any material cost or expense to which it
is not entitled to reimbursement hereunder or will result in any material liability for which it is not indemnified hereunder.
The Master Servicer shall provide the Special Servicer at the request of the Special Servicer any information in its possession
with respect to the Mortgage Loans which the Special Servicer shall require in order for the Special Servicer to comply with its
obligations under this Agreement.


 



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(d)           Not later than
twenty (20) days after any calendar month end, the Special Servicer shall forward to the Master Servicer a statement setting forth
the status of each REO Account as of the close of business for such related calendar month end, stating that all remittances required
to be made by it as required by this Agreement to be made by the Special Servicer have been made (or, if any required distribution
has not been made by the Special Servicer, specifying the nature and status thereof) and showing, for the related calendar month
the aggregate of deposits into and withdrawals from each REO Account.


 


(e)            With respect to
Specially Serviced Mortgage Loans and REO Properties, the Special Servicer shall use reasonable efforts to obtain and, to the extent
obtained, to deliver electronically to the Master Servicer (and the Master Servicer shall, upon receipt, deliver electronically
to the Certificate Administrator, the 17g-5 Information Provider, the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period) and the Trust Advisor (other than during any Subordinate Control Period)),
on or before April 15 of each year, commencing with April 15, 2016, (i) copies of the prior year operating statements and
quarterly statements, if available, for each Mortgaged Property underlying a Specially Serviced Mortgage Loan or REO Property as
of its fiscal year end, provided that either the related Mortgage Note or Mortgage requires the Mortgagor to provide such
information, or if the related Mortgage Loan has become an REO Loan, (ii) a copy of the most recent rent roll available for
each Mortgaged Property, and (iii) a table, setting forth the Debt Service Coverage Ratio and occupancy with respect to each
Mortgaged Property covered by the operating statements delivered above; provided, that, with respect to any Mortgage Loan
that becomes a Specially Serviced Mortgage Loan prior to April 15, 2016 and for which the items in clause (i) and
(ii) above have not been delivered, the Special Servicer shall use reasonable efforts to obtain and, to the extent obtained,
deliver such items to the Master Servicer, the Certificate Administrator, the Rating Agencies (subject to Section 5.7),
the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust
Advisor (other than during any Subordinate Control Period), as soon as possible after receipt of such items.


 


(f)            The Special Servicer
shall deliver to the Master Servicer, the Depositor, the Certificate Administrator, the Trustee and the Custodian all such other
information with respect to the Specially Serviced Mortgage Loans at such times and to such extent as the Master Servicer, the
Trustee, the Certificate Administrator or the Depositor may from time to time reasonably request; provided that the Special
Servicer shall not be required to produce any ad hoc non-standard written reports with respect to such Specially Serviced
Mortgage Loans except if any Person (other than the Certificate Administrator or the Trustee) requesting such report pays a reasonable
fee to be determined by the Special Servicer.


 


(g)           The Special Servicer
shall deliver electronically a written Inspection Report of each Mortgaged Property securing a Specially Serviced Mortgage Loan
in accordance with Section 9.3(b) to the Master Servicer (who shall deliver electronically such written inspection
report to the Certificate Administrator, the 17g-5 Information Provider, the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period), and the Trust Advisor (other than during any Subordinate Control Period)).


 



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(h)           The Special Servicer
shall prepare a report (the “Asset Status Report”) recommending the taking of certain actions for each Mortgage
Loan that becomes a Specially Serviced Mortgage Loan and deliver such Asset Status Report, together with all information reasonably
requested by the Applicable Control Party in the possession of the Special Servicer that is reasonably necessary to make a decision
regarding the Asset Status Report, to the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period, except with respect to any Excluded Mortgage Loan) or any related Loan-Specific Directing Holder (with respect
to an A/B Whole Loan or a Loan Pair as to which the holder of a related B Note or Companion Loan (or controlling portion
thereof), as applicable, or its designee is the related Loan-Specific Directing Holder), as applicable, and the Master Servicer,
the Certificate Administrator, the 17g-5 Information Provider and, during any Collective Consultation Period and any Senior Consultation
Period, the Trust Advisor not later than forty-five (45) days after the servicing of such Specially Serviced Mortgage Loan is transferred
to the Special Servicer. Such Asset Status Report shall set forth the following information to the extent reasonably determinable:


 


(i)          a 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 (including without limitation by reason
of any Phase I Environmental Assessment and any additional environmental testing contemplated by Section 9.12(c)),
consistent with the Servicing Standard, that are applicable to the exercise of remedies set forth herein and to the enforcement
of any related guaranties or other collateral for the related Specially Serviced Mortgage 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 or Mortgaged Properties;


 


(iv)        a summary of
the applicable Special Servicer’s recommended action with respect to such Specially Serviced Mortgage Loan;


 


(v)         the Appraised
Value of the related Mortgaged Property or Mortgaged Properties, together with the assumptions used in the calculation thereof
(which the Special Servicer may satisfy by providing a copy of the most recently obtained Appraisal); and


 


(vi)        such other
information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


If (i) the Applicable
Control Party affirmatively approves in writing an Asset Status Report, (ii) after ten (10) Business Days from receipt of
an Asset Status Report, together with all information in the possession of the Special Servicer that is necessary for the Applicable
Control Party to make a decision regarding the Asset Status Report, the Applicable Control Party does not object to such Asset
Status Report or (iii) within ten (10) Business Days after receipt of an Asset Status Report, together with all information
in the possession of the Special Servicer that is necessary for the Applicable Control Party to make a decision regarding the Asset
Status


 



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Report, the Applicable Control Party objects to such Asset Status Report and the Special Servicer makes a determination
in accordance with the Servicing Standard that such objection is not in the best interest of all the Certificateholders and any
holder of a related Serviced B Note or Serviced Companion Loan, as a collective whole, then the Special Servicer shall take the
recommended actions described in the Asset Status Report. Within ten (10) Business Days after receipt of an Asset Status Report,
together with all information reasonably requested by the Applicable Control Party in the possession of the Special Servicer that
is reasonably necessary to make a decision regarding the Asset Status Report, the Applicable Control Party may object to such Asset
Status Report; provided that following the occurrence of an extraordinary event with respect to the related Mortgaged Property,
or if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may
take actions with respect to the related Mortgaged Property before the expiration of such ten (10) Business Day period if the Special
Servicer reasonably determines in accordance with the Servicing Standard that failure to take such action before the expiration
of such ten (10) Business Day period would materially and adversely affect the interest of the Certificateholders and the holder
of any related Serviced B Note or Serviced Companion Loan, and the Special Servicer has made a reasonable effort to contact the
Applicable Control Party, as applicable. If the Applicable Control Party objects to an Asset Status Report, together with all information
reasonably requested by the Applicable Control Party in the possession of the Special Servicer that is reasonably necessary for
the Applicable Control Party to make a decision regarding the Asset Status Report, within the above-referenced ten (10) Business
Day period, then the Special Servicer (absent a determination set forth in clause (iii) of the first sentence of this paragraph)
shall revise such Asset Status Report as soon as practicable thereafter, but in no event later than thirty (30) days after the
objection to the Asset Status Report by the Applicable Control Party. The Special Servicer shall revise such Asset Status Report
as provided in the prior sentence until the earlier of (a) the delivery by the Applicable Control Party of an affirmative
approval in writing of such revised Asset Status Report, and (b) the failure of the Applicable Control Party to disapprove
such revised Asset Status Report in writing within ten (10) Business Days of its receipt thereof. In any event, if the Applicable
Control Party does not approve an Asset Status Report within ninety (90) days from the submission of such Asset Status Report,
the Special Servicer shall take such action as directed by the Applicable Control Party, provided that such action does
not violate the Servicing Standard. The Special Servicer may, from time to time, modify any Asset Status Report it has previously
delivered and implement the new action in such revised report so long as such revised report has been prepared, reviewed and either
approved or not rejected as provided above.


 


Other than with respect
to an A/B Whole Loan or a Loan Pair as to which the holder of a related B Note or Companion Loan (or controlling portion thereof),
as applicable, or its designee is the related Loan-Specific Directing Holder, each of the Trust Advisor (during any Collective
Consultation Period and any Senior Consultation Period) and the Controlling Class Representative (during any Collective Consultation
Period) will be entitled to consult with the Special Servicer and propose alternative courses of action in respect of any Asset
Status Report. During any Collective Consultation Period and any Senior Consultation Period, other than with respect to an A/B
Whole Loan or a Loan Pair as to which the holder of a related B Note or Companion Loan (or controlling portion thereof), as applicable,
or its designee is the related Loan-Specific Directing Holder, the Special Servicer shall consider such alternative courses of
action and any other feedback provided by the Trust Advisor or the Controlling Class


 



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Representative, as applicable. The Special
Servicer may revise the Asset Status Reports as it deems reasonably necessary in accordance with the Servicing Standard to take
into account any input and/or recommendations of the Trust Advisor (and, during any Collective Consultation Period, the Controlling
Class Representative).


 


The Asset Status Report
is not intended to replace or satisfy any other specific consent or approval right which the Applicable Control Party may have.
Any Asset Status Report delivered with respect to an Excluded Controlling Class Mortgage Loan shall be sent via email (or such
other electronic means mutually acceptable to the parties) in one or more separate files labeled by the Special Servicer “Excluded
Information” followed by the applicable loan number and loan name to cmbsexcludedinformation@wellsfargo.com.


 


The Special Servicer
may not take any action inconsistent with an Asset Status Report that has been adopted as provided above, unless such action would
be required in order to act in accordance with the Servicing Standard. If the Special Servicer takes any action inconsistent with
an Asset Status Report that has been adopted as provided above, the Special Servicer shall promptly notify the Applicable Control
Party of such inconsistent action and provide a reasonably detailed explanation of the reasons therefor.


 


The Special Servicer
shall deliver to the Master Servicer, the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period), the Trust Advisor and the 17g-5 Information Provider (which shall promptly post the same to the 17g-5 Information
Provider’s Website) a copy of each Final Asset Status Report, in each case with reasonable promptness following the adoption
thereof. In addition, the Special Servicer shall prepare and forward to the Certificate Administrator (who shall promptly post
same on the Certificate Administrator’s Website) and the 17g-5 Information Provider (who shall promptly post same on the
17g-5 Information Provider’s Website) a summary of any Final Asset Status Report (which summary shall solely reflect such
Final Asset Status Report and not include extraneous information).


 


Notwithstanding anything
herein to the contrary: (i) the Special Servicer shall have no right or obligation to consult with or to seek and/or obtain
consent or approval from any Controlling Class Representative prior to acting (and provisions of this Agreement requiring such
consultation, consent or approval shall be of no effect) during the period following any resignation or removal of a Controlling
Class Representative and before a replacement is selected; and (ii) no advice, direction or objection from or by (x) the Controlling
Class Representative, as contemplated by Section 10.3 or any other provision of this Agreement, (y) a Loan-Specific
Directing Holder, as contemplated by this Agreement or the related Intercreditor Agreement, or (z) the Trust Advisor, as contemplated
by this Agreement, may (and the applicable Special Servicer shall ignore and act without regard to any such advice, direction or
objection that such Special Servicer has determined, in its reasonable, good faith judgment, would): (A) require or cause
such Special Servicer to violate applicable law, the terms of any Mortgage Loan or any other Section of this Agreement, including
the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard, (B) result in an Adverse
REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust, (C) expose
the Trust, any Certificateholder the Depositor, the Master Servicer, the Special Servicer, Certificate Administrator, the Custodian,
the Trustee or any of


 



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their respective Affiliates, members, managers, officers, directors, employees or agents, to any material
claim, suit or liability or (D) materially expand the scope of the Master Servicer’s or Special Servicer’s responsibilities
under this Agreement; provided, that with respect to any Excluded Mortgage Loan, there shall be no Controlling Class Representative
and no such consent or consultation with a Controlling Class Representative shall be required.


 


(i)            With
respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, without
charge and within one (1) Business Day following the end of such Collection Period, and the Master Servicer to the extent it has
received such report shall forward or cause to be forwarded to the Certificate Administrator, without charge and on the Master
Servicer Remittance 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
during the related Collection Period, provided that no such report shall be due in respect of any Collection Period during which
no Disclosable Special Servicer Fees were received. For the avoidance of doubt, the Master Servicer shall not have any obligation
to review, or any right or obligation to edit, the Special Servicer’s report on Disclosable Special Servicer Fees.


 


Section 9.33          Special
Servicer to Cooperate with the Master Servicer, the Trustee, the Custodian and the Certificate Administrator.


 


(a)            Subject to Section
5.4(e), the Special Servicer shall furnish on a timely basis such reports, certifications, and information as are reasonably
requested by the Master Servicer, the Trustee, the Custodian or the Certificate Administrator to enable it to perform its duties
under this Agreement; provided that no such request shall (i) require or cause the Special Servicer to violate the
Code, 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 any REMIC Pool and the grantor trust status of the Grantor Trust or (ii) expose
the Special Servicer, the Trust, the Certificate Administrator, the Custodian or the Trustee to liability or materially expand
the scope of the Special Servicer’s responsibilities under this Agreement. In addition, the Special Servicer shall notify
the Master Servicer of all expenditures incurred by it with respect to the Specially Serviced Mortgage Loans which are required
to be made by the Master Servicer as Servicing Advances as provided herein, subject to the provisions of Section 4.4
hereof. The Special Servicer shall also remit all invoices relating to Servicing Advances promptly upon receipt of such invoices.


 


(b)           In addition to
any other rights that a Controlling Class Representative or Loan-Specific Directing Holder may have hereunder, the Special Servicer
shall from time to time make reports, recommendations and analyses to the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period and other than with respect to an A/B Whole Loan or a Loan Pair as to which
the holder of a related B Note or Companion Loan (or controlling portion thereof), as applicable, or its designee is the related
Loan-Specific Directing Holder) or any related Loan-Specific Directing Holder (with respect to an A/B Whole Loan or a Loan Pair
as to which the holder of a related B Note or Companion Loan (or controlling portion thereof), as applicable, or its designee is
the related Loan-Specific Directing


 



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Holder), as applicable, with respect to the following matters, the expense of which shall not
be an expense of the Trust (except for out-of-pocket expenses of the Special Servicer, which shall be reimbursable in accordance
with Section 4.6(e)):


 


(i)          whether the
foreclosure of a Mortgaged Property relating to a Specially Serviced Mortgage Loan would be in the best economic interest of the
Trust;


 


(ii)         if the Special
Servicer elects to proceed with a foreclosure, whether a deficiency judgment should or should not be sought because the likely
recovery will or will not be sufficient to warrant the cost, time and exposure of pursuing such judgment;


 


(iii)        whether the
waiver or enforcement of any “due-on-sale” clause or “due-on-encumbrance” clause contained in a Mortgage
Loan (other than any Non-Serviced Mortgage Loan) or a Specially Serviced Mortgage Loan is in the best economic interest of the
Trust;


 


(iv)        in connection
with entering into an assumption agreement from or with a person to whom a Mortgaged Property securing a Specially Serviced Mortgage
Loan has been or is about to be conveyed, whether to release the original Mortgagor from liability upon a Specially Serviced Mortgage
Loan and substitute a new Mortgagor, and whether the credit status of the prospective new Mortgagor is in compliance with the Special
Servicer’s regular commercial mortgage origination or servicing standard;


 


(v)         in connection
with the foreclosure on a Specially Serviced Mortgage Loan secured by a Mortgaged Property which is not in compliance with CERCLA,
or any comparable environmental law, whether it is in the best economic interest of the Trust to bring the Mortgaged Property into
compliance therewith and an estimate of the cost to do so; and


 


(vi)        with respect
to any proposed modification (which shall include any proposed release, substitution or addition of collateral), extension, waiver,
amendment, discounted payoff or sale of a Mortgage Loan (other than any Non-Serviced Mortgage Loan), prepare a summary of such
proposed action and an analysis of whether or not such action is reasonably likely to produce a greater recovery on a net present
value basis (calculated in accordance with Section 1.2(e)) than liquidation of such Mortgage Loan; such analysis shall specify
the basis on which the Special Servicer made such determination, including the status of any existing material default or the grounds
for concluding that a payment default is imminent.


 


Section 9.34          Litigation
Control.


 


(a)            With respect to
any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any Serviced Companion
Loan, Serviced B Note or any related REO Loan or related REO Property, the Special Servicer 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 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 or any predecessor master servicer or special
servicer, and represent the interests of the Trust in any litigation relating to the rights of the Trust, or of the Mortgagor or
other Borrower-Related Party


 



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under the related Mortgage Loan documents, or with respect to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan), Loan Pair or A/B Whole Loan, as applicable, the related Mortgaged Property
or other collateral securing such Mortgage Loan, Loan Pair or A/B Whole Loan, or otherwise with respect to the enforcement of the
obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Loan-Related 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 in such Loan-Related Litigation), the Master Servicer shall notify the
Special Servicer of such litigation as soon as reasonably 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 the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer shall (i) provide
quarterly (unless requested in writing from time to time on a more frequent basis) status reports to the Special Servicer, regarding
such Loan-Related Litigation; (ii) use reasonable efforts 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 material decisions and material monetary settlements related to the interests of the Trust
in such Loan-Related Litigation, including but not limited to the selection of counsel. If and/or once the Trust and/or the Special
Servicer are named, the Special Servicer shall assume control of the Loan-Related Litigation as provided in Section 9.34(a) above,
the Master Servicer shall no longer have the reporting obligations set forth above and the Special Servicer’s selection of counsel
shall be subject to the consent of the Master Servicer which consent shall not be unreasonably withheld, delayed or conditioned.
Further, if there are claims against the Master Servicer, the Trust, and the Special Servicer, each party at the request of the
other shall enter into a joint defense agreement in accordance with Section 9.34(h) below.


 


(c)            The Special Servicer
shall not (i) undertake (or direct the Master Servicer to 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 Controlling Class Representative
(only during a Subordinate Control Period and/or Collective Consultation Period and to the extent the identity of the Controlling
Class Representative is actually known to the Special Servicer; provided that the Special Servicer shall make due inquiry of the
Certificate Administrator as to the identity of the Controlling Class Representative), and the related holder of any Serviced Companion
Loan or Serviced B Note (if such matter affects such Serviced Companion Loan or Serviced B Note and to the extent the identity
of the holder of such Serviced Companion Loan or Serviced B Note is actually known to the Special Servicer), and the Controlling
Class Representative (only during a Subordinate Control Period) and the holder of any related Serviced Companion Loan or Serviced
B Note (for so long as such holder is the Loan-Specific Directing Holder in respect of the related A/B Whole Loan or Loan Pair)
has not objected in writing within five (5) Business Days (or such longer period specified in the related Intercreditor Agreement)
of having been notified thereof and having been provided with all information that it 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


 



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received by the Special Servicer
within such time period, then the Controlling Class Representative or the Loan Specific Directing Holder, as applicable,
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 Loan Pair or A/B Whole Loan, the related Serviced Companion Loan and/or Serviced B
Note holders, the Special Servicer may take such action without waiting for the Controlling Class Representative’s or
any Loan-Specific Directing Holder’s response.


 


(d)           Notwithstanding
Section 9.34(c) above, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation
provided by the Controlling Class Representative or any Loan-Specific Directing Holder that would require or cause the Special
Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require
or cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause
the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan, Loan Pair or A/B Whole Loan,
expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit
or liability, result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to
the Grantor Trust 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 provided in this Section to represent the interests of the Trust in Loan-Related Litigation,
the Master Servicer shall retain the right at all times to make determinations in the Master Servicer’s sole discretion,
relating to material and direct claims against the Master Servicer where a settlement by the Special Servicer has not otherwise
been resolved pursuant to the terms of clause (g) below, including but not limited to the right to engage separate counsel, to
make settlement decisions and to appear in any proceeding on its own behalf. The cost related to or incurred in connection with
exercising such rights shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)            Further, nothing
in this Section 9.34 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 reasonable judgment, may result in a violation of the REMIC Provisions,
Grantor Trust 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’s or such other party’s obligations under this Agreement.


 


(g)           In the event where
the Master Servicer or Special Servicer is a named party neither the Special Servicer nor the Master Servicer shall settle on behalf
of the other such party, any Loan-Related Litigation without such other party’s consent unless: (i) such settlement does
not contain or require any admission of liability, wrongdoing or consent to injunctive relief on the part of such other party and
such other party is fully released, (ii) the cost of such settlement or any resulting judgment is and shall be paid by the Trust
and payment of such cost or judgment is provided for in this Agreement, (iii) such other party is and shall be indemnified


 



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as and
to the extent provided in this Agreement for all costs and expenses incurred in defending and settling the Loan-Related Litigation
and for any judgment, (iv) any such 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 Servicing Standard and (v) the Master Servicer or the Special Servicer,
as applicable, provides such other party with assurance reasonably satisfactory to such other party, as to the items in clauses
(i), (ii), (iii) and (iv).


 


(h)           In the event both
the Master Servicer and the Special Servicer or the Trust are named in Loan-Related Litigation, to the extent that the Master Servicer
and the Special Servicer deem it appropriate, the Master Servicer and the Special Servicer shall (i) use reasonable efforts to
enter into a joint defense agreement and (ii) otherwise cooperate with each other to afford the Master Servicer and the Special
Servicer the rights afforded to such party in this Section 9.34.


 


(i)             This Section
9.34 shall not apply in the event 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 Section 8.3(c) and Section 9.3(a) of this Agreement, (i) in the
event that any action, suit, litigation or proceeding names the Trustee, Certificate Administrator or Custodian, in its respective
individual capacity, or in the event that any judgment is rendered against the Trustee, Certificate Administrator or Custodian,
as applicable, in its individual capacity, the Trustee, Certificate Administrator or Custodian, as applicable, upon prior written
notice to the Master Servicer or the Special Servicer, as applicable, may retain 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); (ii) 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, (A) 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, (B) engage counsel to represent the Trustee, Certificate Administrator or Custodian, as applicable,
(C) settle any claim giving rise to liability to the Trustee, Certificate Administrator or Custodian, as applicable, in its individual
capacity, or (D) 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 to grant such
consent); and (iii) in the event that any court finds that the Trustee, Certificate Administrator or Custodian, 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, the Certificate Administrator or the Custodian, as applicable, shall have the right to retain counsel
and appear in any such proceeding on its own behalf in order to protect and


 



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represent its interests, whether as Trustee, Certificate
Administrator or Custodian, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or
claim); provided, however, nothing in this subsection shall be interpreted to preclude the Special Servicer (with respect to any
material Loan-Related Litigation, with the consent or consultation of the Controlling Class Representative during a Subordinate
Control Period or Collective Consultation Period, respectively) from initiating any action, suit, litigation or proceeding in its
name as representative of the Trust.


 


(k)           Notwithstanding
the foregoing or anything to the contrary in this Section 9.34, this Section 9.34 shall not apply to any Loan-Related Litigation
and shall have no force and effect with respect thereto, in the event that either (i) at the time such Loan-Related Litigation
is commenced or at any time during the continuance of such Loan-Related Litigation, Rialto Capital Advisors, LLC is no longer the
Special Servicer with respect to the related Mortgage Loan or related Loan Pair or A/B Whole Loan or has received notice of its
replacement as Special Servicer with respect to the related Mortgage Loan or related Loan Pair or A/B Whole Loan whether or not
such replacement is effective or (ii) the Depositor, any Seller, any Underwriter, any Initial Purchaser, or any of their respective
affiliates is an adverse party (with respect to the Trust or the Special Servicer) to such Loan-Related Litigation or holds any
interest which is adverse to the Trust or the Special Servicer in the related Mortgage Loan or related Loan Pair or A/B Whole Loan
(or any portion thereof) or the related Mortgaged Property to which Loan-Related Litigation relates, unless otherwise agreed to
in writing by each of the Depositor, Seller, Underwriter, Initial Purchaser, or affiliate that is such a party or holds such interest,
and in each case under clauses (i) and (ii) above, the applicable party listed above shall provide notice of such occurrence to
the Master Servicer pursuant to the terms of this Agreement. For the further avoidance of doubt, in such circumstance described
in this paragraph, the rights and obligations of the Master Servicer and the Special Servicer relating to litigation shall be as
otherwise set forth in this Agreement.


 


Section 9.35          Excluded
Mortgage Loan Notices. Upon a Servicing Officer or Special Servicing
Officer, as applicable, of the Master Servicer, a related Excluded Special Servicer or the Special Servicer, as applicable, having
actual knowledge, or receiving notice from any party indicating that such party believes, that a Mortgage Loan is no longer an
Excluded Mortgage Loan, Excluded Controlling Class Mortgage Loan or an Excluded Special Servicer Mortgage Loan, as applicable,
it shall provide prompt written notice thereof (in no event more than five (5) Business Days after receipt thereof) to each of
the other parties hereto.


 


ARTICLE
X

CERTAIN MATTERS RELATING TO THE CONTROLLING CLASS

REPRESENTATIVE, THE TRUST ADVISOR AND THE HOLDERS

OF THE SERVICED B NOTES AND SERVICED COMPANION LOANS


 


Section 10.1          Selection
and Removal of the Controlling Class Representative.


 


(a)            The Majority Controlling
Class Certificateholders may elect the Controlling Class Representative.


 



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(b)            The Controlling
Class Representative shall be the representative appointed by the Majority Controlling Class Certificateholders, as determined
by the Certificate Registrar from time to time; provided that (i) absent such selection, or (ii) until a Controlling
Class Representative is so selected, or (iii) upon receipt of notice from the Majority Controlling Class Certificateholders
that a Controlling Class Representative is no longer so designated, the Controlling Class Certificateholder which owns, and is
identified (with contact information) to the Master Servicer, the Special Servicer and Certificate Administrator as owning, the
largest aggregate Certificate Balance of Certificates of the Controlling Class shall be the Controlling Class Representative; provided
that, if such Holder elects or has elected to not be the Controlling Class Representative, then the Holder of the next largest
aggregate Certificate Balance shall be the Controlling Class Representative. Each Holder of the Certificates of the Controlling
Class shall be entitled to vote in each election of the Controlling Class Representative.


 


(c)            Notwithstanding
anything to the contrary herein, (i) neither the Depositor nor any Affiliate thereof may serve as Controlling Class Representative,
and solely for purposes of determining the identity of or selecting the Controlling Class Representative as described in clauses
(a) and (b) above, any Control Eligible Certificates held by the Depositor or any Affiliate thereof shall be deemed
not to be outstanding, and (ii) so long as a Mortgage Loan is an Excluded Mortgage Loan, there shall be no Controlling Class Representative
with respect to such Excluded Mortgage Loan, and the Special Servicer shall not be required to obtain the consent of a Controlling
Class Representative for, or consult with a Controlling Class Representative on, any matters described in Section 10.3 below
with respect to any Excluded Mortgage Loan.


 


(d)           The initial Controlling
Class Representative is RREF III Debt AIV, LP. The Controlling Class shall give written notice
to the Trustee, the Custodian, the Certificate Administrator, the Trust Advisor, the Master Servicer and the Special Servicer of
the appointment of any subsequent Controlling Class Representative (in order to receive notices hereunder).


 


On the Closing Date,
the initial Controlling Class Representative shall deliver a certification substantially in the form of Exhibit I-1G to
this Agreement. Upon the resignation or removal of the existing Controlling Class Representative, any successor Controlling Class
Representative shall also deliver a certification substantially in the form of Exhibit I-1G to this Agreement prior to being
recognized as the new Controlling Class Representative.


 


(e)            The Controlling
Class Representative may be removed at any time by the written vote of the Majority Controlling Class Certificateholders, and a
copy of the results of such vote must be delivered to each of the parties to this Agreement.


 


(f)             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 Certificate Administrator of the transfer of any Certificate of the Controlling
Class, the selection of a Controlling Class Representative or the resignation or removal thereof. Any Certificateholder or its
designee at any time appointed Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase of a
Certificate to notify the Certificate Administrator when such Certificateholder or its designee is appointed Controlling Class
Representative and when it is removed or resigns. Upon receipt of such


 



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notice, the Certificate Administrator shall notify the Trustee,
the Special Servicer and the Master Servicer of the identity of the Controlling Class Representative and any resignation or removal
thereof. In addition, upon the request of the Master Servicer or the Special Servicer, as applicable, the Certificate Administrator
shall provide the name of the then-current Controlling Class and a list of the Certificateholders (or Certificate Owners, if applicable,
at the expense of the requesting party) of the Controlling Class to such requesting party.


 


(g)           Once a Controlling
Class Representative has been selected, each of the Master Servicer, the Special Servicer, the Trust Advisor, the Depositor, the
Certificate Administrator, the Trustee, the Custodian and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Majority Controlling Class Certificateholders shall have notified each other party
to this Agreement and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Controlling
Class Representative or the selection of a new Controlling Class Representative.


 


(h)           Until it receives
notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification with respect to
the identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 


Section 10.2          Limitation
on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders. The Controlling Class Representative
shall not be liable to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
in accordance with or as permitted by this Agreement.


 


Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Representative, the Holders
of the Control Eligible Certificates and/or the Loan-Specific Directing Holders may each have special relationships and interests
that conflict with those of Holders of one or more other Classes of Certificates; (ii) the Controlling Class Representative
and/or the Holders of the Control Eligible Certificates may act solely in the interests of the Holders of the respective Classes
of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may act solely in its own interests;
(iii) the Controlling Class Representative, the Holders of the Control Eligible Certificates and the Loan-Specific Directing
Holders do not have any duties to the Holders of any other Class of Certificates; (iv) the Controlling Class Representative
and/or the Holders of the Control Eligible Certificates may take actions that favor interests of the Holders of the respective
Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may take actions that favor
its interests, over the interests of the Holders of one or more other Classes of Certificates; (v) none of the Controlling
Class Representative, the Holders of the Control Eligible Certificates and/or the Loan-Specific Directing Holders shall have any
liability whatsoever to the Trust, the other parties to this Agreement, the Certificateholders or any other Person (including any
Mortgagor) for having acted or refrained from acting in accordance with or as permitted under the terms of this Agreement; and
(vi) the Holders of the Certificates may not take any action whatsoever against the Controlling Class Representative, the
Controlling Class, any Holder of a Control Eligible Certificate, any Loan-Specific Directing Holder or any of the respective affiliates,
directors, officers, shareholders, members, partners, agents or principals thereof as a result of the Controlling Class Representative,
the Controlling Class, the Holders of the Control Eligible Certificates and/or any Loan-Specific Directing Holder as applicable,
for 


 



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having acted or refrained from
acting in accordance with the terms of and as permitted under this Agreement.


 


Section 10.3          Rights
and Powers of Controlling Class Representative.


 


(a)            Notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to, Section 10.3(b), Section 10.3(c)
and the second (2nd) and third (3rd) paragraphs of this Section 10.3(a), (i) the Master Servicer
(solely to the extent it is permitted to take any of the following actions as provided for in any other section of this Agreement)
shall not be permitted to take (to the extent that it is authorized to do so hereunder) any of the actions constituting a Major
Decision unless it has obtained the consent of the Special Servicer (which approval shall be deemed given if the Special Servicer
does not object within fifteen (15) Business Days (or (A) in the case of an action relating to an A/B Whole Loan or Loan Pair,
while the holder of a related B Note or Companion Loan (or controlling portion thereof), as applicable, or its designee is the
related Loan-Specific Directing Holder, within the period expiring five (5) Business Days following the expiration of the related
Loan-Specific Directing Holder’s decision period under the related Intercreditor Agreement, and (B) in the case of a determination
of an Acceptable Insurance Default, ninety (90) days) of receipt of the Master Servicer’s written analysis and recommendation
together with any information in the possession of the Master Servicer that is reasonably required to make a decision regarding
the subject action), and (ii) the Special Servicer shall not be permitted to take, or to consent to the Master Servicer’s
taking, any of the actions constituting a Major Decision, nor shall the Special Servicer itself be permitted to take any of the
actions constituting a Major Decision, (A) during any Subordinate Control Period, as to which the Controlling Class Representative
has objected in writing within ten (10) Business Days (or in the case of a determination of an Acceptable Insurance Default, thirty
(30) days), or (B) in the case of an action relating to an A/B Whole Loan or Loan Pair, while the holder of a related B Note
or Companion Loan (or controlling portion thereof), as applicable, is the related Loan-Specific Directing Holder, as to which the
related Loan-Specific Directing Holder has objected within the decision period provided for under the related Intercreditor Agreement,
in each case after receipt of the written recommendation and analysis from the Special Servicer, together with any information
in the possession of the Special Servicer that is reasonably necessary to make a decision regarding the subject action (provided
that if such written objection has not been received by the Special Servicer within such ten (10) Business Day (or, in the case
of a determination of an Acceptable Insurance Default, thirty (30) day) period, then the Controlling Class Representative shall
be deemed to have approved such action); provided that if the Special Servicer or Master Servicer (if the Master Servicer
is otherwise authorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to
a Major Decision, or any other matter requiring consent of the Controlling Class Representative during any Subordinate Control
Period, is necessary to protect the interests of the Certificateholders and, with respect to any A/B Whole Loan or Loan Pair, the
holder of the related Serviced B Note or Serviced Companion Loan, as applicable (as a collective whole as if such Certificateholders
and the holder of such Serviced B Note or Serviced Companion Loan, as the case may be, constituted a single lender), the Special
Servicer or Master Servicer, as applicable, may take any such action without waiting for the Controlling Class Representative’s
(or, if applicable, the Special Servicer’s) response; provided, further, that the Special Servicer is not required
to obtain the consent of the Controlling Class Representative for any of the foregoing actions during any Collective Consultation
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(or, in the case of an Excluded Mortgage Loan, at any time that the subject Mortgage Loan
is an Excluded Mortgage Loan); provided, further, that the Special Servicer shall be required to consult, solely
on a non-binding basis (and to consider alternative actions recommended by each such party) (i) during any Collective Consultation
Period and any Senior Consultation Period, with the Trust Advisor, as to any of the Major Decisions, and (ii) during any Collective
Consultation Period, with the Controlling Class Representative with respect to any of the Major Decisions and any other matter
as to which consent of the Controlling Class Representative would have been required during any Subordinate Control Period.


 


In addition, during any
Subordinate Control Period, subject to Section 10.3(b), Section 10.3(c) and the immediately following paragraph,
the Controlling Class Representative may direct the Special Servicer to take, or to refrain from taking, such other actions with
respect to a Mortgage Loan, A/B Whole Loan or Loan Pair (other than (x) any Non-Serviced Mortgage Loan or Non-Serviced Loan Combination,
(y) any Excluded Mortgage Loan, or (z) any A/B Whole Loan or Loan Pair as long as the holder of a related B Note or Companion Loan
(or controlling portion thereof), as applicable, or its designee is the Loan-Specific Directing Holder of such A/B Whole Loan or
Loan Pair) as the Controlling Class Representative may deem advisable or as to which provision is otherwise made herein. Notwithstanding
anything herein to the contrary, no such direction, and no direction or objection contemplated by the preceding paragraph or any
other provision of this Agreement, may require or cause the Master Servicer or the Special Servicer to violate any provision of
any loan documents, any Intercreditor Agreement, applicable law, this Agreement or the REMIC Provisions, including without limitation
the Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special
Servicer, the Trust Advisor, the Certificate Administrator, the Custodian, the Trustee or the Trust to liability, or materially
expand the scope of the Special Servicer’s responsibilities hereunder. Furthermore, in addition to the Controlling Class
Representative’s rights of consent and consultation (as applicable) as set forth in Section 10.3(a) above, it
is understood and agreed that to the extent any other provision of this Agreement requires the provision of notice to, the obtaining
of consent of, and/or consultation with, the Controlling Class Representative, or otherwise provides for any right of the Controlling
Class Representative thereunder, then none of the Trustee, the Master Servicer or the Special Servicer shall be entitled to take
any action (or omit to take any action) in contravention of the applicable rights of the Controlling Class Representative contained
in such provision; provided that this sentence is not intended to in any way (i) expand the rights of the Controlling Class
Representative, (ii) limit the application of the immediately preceding sentence, (iii) remove any limitations on the exercise
of such rights set forth in, such other provisions, or (iv) require the Trustee, the Master Servicer and/or the Special Servicer
to send a notice to, obtain the consent of, or consult with a new Controlling Class Representative whose name and contact information
have not yet been provided to the Trustee, the Master Servicer and/or the Special Servicer; and provided, further,
that if such other provisions are in any way subject to this Section 10.3, then the exercise of such rights shall be
subject to Section 10.3(b) and the immediately following paragraph.


 


If the Special Servicer
or Master Servicer, as applicable, determines that a refusal to consent by the Controlling Class Representative or any direction
or advice from the Controlling Class Representative would otherwise cause the Special Servicer or Master Servicer, as applicable,
to violate the terms of any loan documents, any Intercreditor Agreement,


 



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applicable law, the REMIC Provisions or this Agreement,
including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall disregard such
refusal to consent, direction or advice and notify the Controlling Class Representative, the Trustee, the Certificate Administrator
and the 17g-5 Information Provider of its determination, including a reasonably detailed explanation of the basis therefor. The
taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of
or approval of the Controlling Class Representative that does not violate any loan documents, any Intercreditor Agreement, any
applicable law, the REMIC Provisions, 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.


 


(b)           During any Senior
Consultation Period, the Controlling Class Representative shall have no consultation rights under this Agreement and shall have
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 Controlling Class Representative; provided that the Controlling Class Representative
(if and to the extent that it is a Certificateholder) will maintain the right to exercise its Voting Rights for the same purposes
as any other Certificateholder under this Agreement. Notwithstanding anything to the contrary contained herein: (i) for so
long as the holder of a related B Note or Companion Loan (or controlling portion thereof), as applicable, or its designee is the
Loan-Specific Directing Holder with respect to any A/B Whole Loan or Loan Pair, the Controlling Class Representative shall not
be entitled to exercise any of the rights in Section 10.3(a) with respect to such A/B Whole Loan or Loan Pair, as the
case may be, or any related REO Property; and (ii) the Controlling Class Representative shall not have any consent rights
with respect to any Non-Serviced Mortgage Loan but (during any Subordinate Control Period or Collective Consultation Period) shall
have consultation rights with respect to such Non-Serviced Mortgage Loans, in each case as and to the extent set forth in the related
Intercreditor Agreement.


 


(c)           Notwithstanding
anything to the contrary contained herein, for so long as the holder of a related B Note or Companion Loan (or controlling portion
thereof), as applicable, or its designee is the Loan-Specific Directing Holder with respect to any A/B Whole Loan or Loan Pair,
(i) such Loan-Specific Directing Holder shall be entitled to exercise with respect to such A/B Whole Loan or Loan Pair, as the
case may be, or any related REO Property all of the rights and powers of such Loan-Specific Directing Holder under the related
Intercreditor Agreement, and (ii) the Controlling Class Representative shall not have any of the consent rights or rights to direct
the Special Servicer contemplated by Section 10.3(a) with respect to such A/B Whole Loan or Loan Pair, as the case may be,
or any related REO Property except as set forth in the related Intercreditor Agreement. The rights of the holder of any related
B Note or Companion Loan, as applicable, or its designee as Loan-Specific Directing Holder with respect to any A/B Whole Loan or
Loan Pair will be unaffected by the existence of any Subordinate Control Period, Collective Consultation Period or Senior Consultation
Period.


 


(d)           No Controlling
Class Certificateholder or Controlling Class Representative shall be permitted to direct the Master Servicer to accept a Principal
Prepayment (including payment of a Balloon Payment other than in connection with the foreclosure or liquidation of a Mortgage Loan)
prior to the Due Date for such Mortgage Loan for the related


 



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Collection Period unless, to the extent otherwise permitted pursuant
to the terms of this Agreement, such Mortgage Loan is a Specially Serviced Mortgage Loan.


 


Section 10.4          Controlling
Class Representative and Trust Advisor Contact with Master Servicer and Special Servicer. Upon reasonable request, each of the
Master Servicer and the Special Servicer shall, without charge, make a Servicing Officer or Special Servicing Officer, as applicable,
available to answer questions from the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period) and the Trust Advisor (other than during any Subordinate Control Period) regarding the performance and servicing
of the Mortgage Loans (or, in the case of the Special Servicer, Specially Serviced Mortgage Loans and REO Properties) for which
the Master Servicer or the Special Servicer, as the case may be, is responsible (but shall not respond to questions of the Trust
Advisor with any information regarding communications between the Controlling Class Representative or a Loan-Specific Directing
Holder, on the one hand, and the Master Servicer or Special Servicer, on the other hand).


 


Section 10.5          Appointment,
Duties and Compensation of the Trust Advisor.


 


(a)            (i) The Trust
Advisor shall promptly review all information available to Privileged Persons on the Certificate Administrator’s Website
related to any Specially Serviced Mortgage Loan or REO Property and included as part of the CREFC® Investor Reporting
Package (IRP) and each Asset Status Report delivered to the Trust Advisor by the Special Servicer; provided, that during
any Subordinate Control Period, the Trust Advisor shall only be permitted to review Final Asset Status Reports.


 


(ii)          During any
Collective Consultation Period and any Senior Consultation Period, within sixty (60) days after the end of each calendar year during
which any Mortgage Loan was a Specially Serviced Mortgage Loan or any Mortgaged Property was an REO Property, the Trust Advisor
shall meet with representatives of the Special Servicer (if it was acting as Special Servicer as of December 31st in the prior
calendar year and has continued in such capacity through the date of such meeting) to perform a review of the Special Servicer’s
operational practices in light of the Servicing Standard and the requirements of this Agreement and shall discuss the Special Servicer’s
stated policies and procedures, operational controls and protocols, risk management systems, intellectual resources, the Special
Servicer’s reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust Advisor
may consider relevant, in each case, insofar as such information relates to the resolution or liquidation of Specially Serviced
Mortgage Loans and REO Properties.


 


(iii)         The Trust
Advisor shall provide the Special Servicer at least thirty (30) days’ prior written notice of the date proposed for the annual
meeting described in this Section 10.5(a)(iii). The Trust Advisor and the Special Servicer shall determine a mutually
acceptable date for the annual meeting. The Trust Advisor shall deliver, at least fourteen (14) days prior to such annual meeting,
a proposed written agenda to the Special Servicer and such agenda shall identify the Asset Status Reports that shall be discussed
during the annual meeting. The Trust Advisor and the Special Servicer may discuss any of the Asset Status Reports produced and
any Specially Serviced Mortgage Loan and any REO Property as part of the Trust Advisor’s annual assessment of the Special
Servicer’s performance hereunder. The Special


 



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Servicer shall make available senior Special Servicing Officers with relevant
knowledge regarding the applicable Specially Serviced Mortgage Loans and REO Properties and the related platform level information
for each annual meeting.


 


(iv)         During any
Collective Consultation Period and any Senior Consultation Period, based on the Trust Advisor’s meeting with the Special
Servicer, the Trust Advisor’s review of any Asset Status Reports and other information delivered to the Trust Advisor by
the Special Servicer (other than any communications between the Controlling Class Representative or a Loan-Specific Directing Holder
and the Special Servicer that would be Privileged Information) and any other information available to Privileged Persons on the
Certificate Administrator’s Website, the Trust Advisor shall, in each case, deliver to the Certificate Administrator and
the 17g-5 Information Provider (each of which shall promptly post such Trust Advisor Annual Report on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website, respectively) within 120 days of the end of the prior calendar year
an annual report (the “Trust Advisor Annual Report”), substantially in the form of Exhibit L hereto;
provided, that in no event shall the information or any other content included in any Trust Advisor Annual Report consist
of Privileged Information or otherwise contravene any provision of this Agreement; provided, further, that any applicable
Trust Advisor Annual Report may describe any limitations resulting from any lack of access to Privileged Information. Each Trust
Advisor Annual Report shall set forth the 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 or liquidation of
Specially Serviced Mortgage Loans and REO Properties. Each of the Special Servicer and, during any Collective Consultation Period,
the Controlling Class Representative shall be given an opportunity to review any Trust Advisor Annual Report at least five (5)
Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider; provided, that
the Trust Advisor shall have no obligation to adopt any comments to such Trust Advisor Annual Report that are provided by the Special
Servicer and/or the Controlling Class Representative. Subject to the restrictions in this Agreement, each such 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 and REO Properties and
(B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information. Notwithstanding
the foregoing provisions of this Section 10.5(a)(iv), no Trust Advisor Annual Report shall be required to be prepared or
delivered with respect to any calendar year as to which no annual meeting described in Section 10.5(a)(ii) shall have
been required to be held or with respect to any calendar year during which no Asset Status Reports have been prepared.


 


As used in connection with the 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 or 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 Trust Advisor of any annual compliance statement, assessment of compliance report,
attestation report, Asset Status Report and other information delivered to the Trust Advisor by the Special Servicer (other than
any communications between the Controlling Class Representative or any related Directing


 



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Holder, as applicable, and the Special Servicer that would
be Privileged Information) pursuant to the provisions of this Agreement.


 


(b)           The Trust Advisor,
as an independent contractor, shall review the Special Servicer’s operational practices in respect of Specially Serviced
Mortgage Loans and REO Properties, consult (on a non-binding basis) with the Special Servicer and perform each other obligation
of the Trust Advisor as set forth in this Agreement in accordance with the Trust Advisor Standard. The Trust Advisor shall not
owe any fiduciary duty to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee,
any Holder of a Certificate or any other Person in connection with this Agreement. Certificateholders are hereby deemed to have
acknowledged and agreed that (i) there could be multiple strategies to resolve any Specially Serviced Mortgage Loan and the objective
of the Trust Advisor’s participation in any resolution process is to provide additional oversight relating to the Special
Servicer’s compliance with the Servicing Standard in making its determinations as to which strategy to execute; (ii) the
Trust Advisor shall have no authority or duty to make a determination on behalf of the Trust, nor any responsibility for decisions
made by or on behalf of the Trust; (iii) the Trust Advisor is not an advisor to any Person, including without limitation any Certificateholder;
and (iv) the Trust Advisor is not an “investment adviser” within the meaning of the Investment Advisers Act of 1940,
as amended.


 


(c)           During any related
Subordinate Control 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 Trust Advisor after such calculations have been finalized. The Trust Advisor shall review
such calculations but shall not take any affirmative action with respect to such Appraisal Reduction calculations and/or net present
value calculations.


 


(d)           During
any Collective Consultation Period and any Senior Consultation 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, the
Special Servicer shall promptly forward such calculations, and the Special Servicer shall promptly forward any supporting material
or additional information necessary in support thereof (including such additional information reasonably requested by the Trust
Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to the Trust
Advisor but in any event no later than two (2) Business Days after preparing such calculations, and the Trust Advisor shall promptly,
but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate
and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of
the applicable formulas required to be utilized in connection with any such calculation prior to utilization by the Special Servicer
provided, that notwithstanding the foregoing, the Trust Advisor will not be permitted to recalculate or verify any Appraisal
Reduction or net present value calculations performed by the Special Servicer with respect to any Serviced B Note or Serviced Companion
Loan for so long as the related Serviced B Note holder or Serviced Companion Loan holder is the related Applicable Control Party
with respect to the related A/B Whole Loan or Loan Pair. The Trust Advisor may not opine on or call into question these calculations,
other than with respect to mathematical errors and the corresponding


 



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application of the non-discretionary portions of the applicable
formulas required to be utilized in connection with any such calculation prior to utilization by the Special Servicer.


 


In connection with this
Section 10.5(d), if the Trust Advisor does not agree with the mathematical calculations or the application of the applicable
non-discretionary portions of the formula required to be utilized for such calculation, the 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. If the 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 Trust Advisor shall promptly notify the Trustee of such disagreement
and the Trustee shall determine which calculation is to apply. In making such determination, the Trustee may hire an independent
third-party to assist with any such calculation at the expense of the Trust.


 


(e)            Notwithstanding
anything herein to the contrary, the Trust Advisor shall have no consultation rights or obligations with respect to any Non-Serviced
Mortgage Loans (or any related REO Property), the Grove City Premium Outlets Mortgage Loan, the Gulfport Premium Outlets Mortgage
Loan or any Non-Serviced Loan Combination.


 


(f)            During any Collective
Consultation Period and any Senior Consultation Period, the Special Servicer shall consult (on a non-binding basis) with the Trust
Advisor in connection with any Major Decision involving any Mortgage Loan, A/B Whole Loan, Loan Pair or any related REO Property
and consider alternative actions recommended by the Trust Advisor; provided, that with respect to matters related to any
A/B Whole Loan and any Loan Pair, the Special Servicer shall only be required to consult with the Trust Advisor in respect of such
A/B Whole Loan or Loan Pair, as applicable, if the holder of a related B Note or Companion Loan (or controlling portion thereof),
as applicable, or its designee is not, or has ceased to be, the related Loan-Specific Directing Holder, and prior to such time,
the Trust Advisor shall have no obligations under this Agreement with respect to such A/B Whole Loan or Loan Pair, as applicable.


 


(g)           Subject to the
requirements of confidentiality imposed on the Trust Advisor herein (including without limitation in respect of Privileged Information),
the Trust Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with the terms of Section 5.4.


 


(h)           The Trust Advisor
shall keep all Privileged Information confidential and shall not disclose such Privileged Information to any other person (including
any Certificateholders), other than to the other parties to this Agreement, to the extent expressly required by this Agreement,
which parties, in turn, if they have been advised that such information is Privileged Information, shall not without the prior
written consent of the Special Servicer and the Controlling Class Representative (or with respect to an A/B Whole Loan or a Loan
Pair any other Applicable Control Party), disclose such information to any other Person, except that such parties and the Trust
Advisor may disclose such information if (a) 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 or the Trust Advisor, as applicable,


 



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(b) it
is reasonable and necessary for such parties or the Trust Advisor, as applicable, to do so in working with legal counsel, auditors,
taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such party or the
Trust Advisor, as applicable, and not otherwise subject to a confidentiality obligation and/or (d) such disclosure is required
by applicable law, as evidenced by an opinion of counsel (which, in the case of any opinion of counsel for the Trust Advisor, shall
be a Trust Advisor Expense) delivered to the Trust Advisor, the Special Servicer, the Controlling Class Representative (or with
respect to an A/B Whole Loan or a Loan Pair the Applicable Control Party), as applicable, the Certificate Administrator and the
Trustee. Notwithstanding the foregoing, the Trust Advisor will be permitted to share Privileged Information with its Affiliates
and any subcontractors of the Trust Advisor to the extent reasonably necessary to perform the Trust Advisor’s obligations
under this Agreement and provided such Trust Advisor Affiliates and subcontractors agree in writing prior to their receipt of such
Privileged Information to be bound by the same confidentiality provisions applicable to the Trust Advisor. Subject to the terms
and conditions in this Agreement related to Privileged Information, the 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.


 


(i)             The Trust Advisor
shall be entitled to the Trust Advisor Fee. In addition, the Trust Advisor Consulting Fee shall be payable to the Trust Advisor
with respect to each Major Decision as to which the Trust Advisor has consultation rights. The Trust Advisor Fee and any Trust
Advisor Consulting Fees (to the extent such Trust Advisor Consulting Fee is actually received from the related Mortgagor) shall
be payable from funds on deposit in the Collection Account as provided in Section 5.2. When the Trust Advisor has consultation
rights 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 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 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 Trust Advisor Consulting Fee other than requests for collection; provided, that the Master Servicer or the Special
Servicer, as applicable, shall consult with the Trust Advisor prior to any such waiver or reduction.


 


(j)             The Trust Advisor
shall be entitled to reimbursement of any Trust Advisor Expenses provided for pursuant to Section 10.11, such amounts
to be reimbursed from amounts on deposit in the Distribution Account as provided by Section 5.3, but solely to the
extent payable from amounts available as set forth in Section 6.11. The Trust Advisor hereby acknowledges and agrees
that in no event will any Trust Advisor Expenses be payable from, and the Trust Advisor hereby waives any and all claims to, amounts
distributable in respect of, the Class F Certificates and the Control Eligible Certificates. Each successor Trust Advisor shall
be required to acknowledge and agree to the terms of the preceding sentence.


 


(k)           Except as set
forth in this Agreement, the Trust Advisor, any successor trust advisor and any of their respective affiliates shall not accept
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or other consideration (x) in respect of the Trust Advisor’s (or successor trust advisor’s)
obligations under this Agreement or the performance thereof or (y) in connection with the appointment of a successor special servicer
or the recommendation by the Trust Advisor (or successor trust advisor) for a replacement special servicer to become the special
servicer under this Agreement.


 


Section 10.6          Representations,
Warranties and Covenants of the Trust Advisor.


 


(a)            The Trust Advisor
hereby represents and warrants to and covenants with each other party to this Agreement and for the benefit of the Certificateholders,
as of the Closing Date:


 


(i)          the Trust Advisor
is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware;


 


(ii)         the Trust Advisor
has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and obligations
contemplated by this Agreement; the Trust Advisor has duly and validly authorized the execution, delivery and performance by it
of this Agreement and this Agreement has been duly executed and delivered by the Trust Advisor; and this Agreement, assuming the
due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of the
Trust Advisor enforceable against the Trust Advisor in accordance with its terms subject, as to enforcement of remedies, to applicable
bankruptcy, conservatorship, reorganization, insolvency, moratorium, receivership and other similar laws affecting creditors’
rights generally as from time to time in effect, and to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution
as to violations of securities laws;


 


(iii)        the execution
and delivery of this Agreement by the Trust Advisor, the consummation by the Trust Advisor of the transactions contemplated hereby,
and the fulfillment of or compliance by the Trust Advisor with the terms and conditions of this Agreement will not (A) result in
a breach of any term or provision of its organizational documents or (B) conflict with, result in a breach, violation or acceleration
of, or result in a default under, the terms of any other material agreement or instrument to which it is a party or by which it
may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court, regulatory
body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects its ability
to perform its obligations under this Agreement;


 


(iv)          no litigation
is pending or, to the best of the Trust Advisor’s knowledge, threatened, against it, the outcome of which, in the Trust Advisor’s
reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery or enforceability
of this Agreement or its ability to perform any of its obligations hereunder in accordance with the terms hereof; and


 



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(v)         no consent,
approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance
by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such
consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary
to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be qualified
as a foreign corporation or licensed in one or more states does not materially and adversely affect the performance by it of its
obligations hereunder.


 


(b)           It is understood
that the representations and warranties set forth in this Section 10.6 shall survive the execution and delivery of
this Agreement.


 


Any cause of action against
the Trust Advisor arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving
of written notice to the Trust Advisor by any of the Trustee, the Master Servicer or the Certificate Administrator. The Trust Advisor
shall give prompt notice to each other party to this Agreement and the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period) of the occurrence, or the failure to occur, of any event that, with notice,
or the passage of time or both, would cause any representation or warranty in this Section to be untrue or inaccurate in any respect.


 


Section 10.7          Merger
or Consolidation of the Trust Advisor. Any Person into which the Trust Advisor may be merged or consolidated, or any Person
resulting from any merger, conversion, other change in form or consolidation to which the Trust Advisor shall be a party, or any
Person succeeding to the business of the Trust Advisor, shall be the successor of the Trust Advisor hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties hereto; provided that the successor or surviving
Person is an Eligible Trust Advisor. If the conditions to the proviso in the foregoing sentence are not met, the Trustee may terminate
the successor or surviving Person as Trust Advisor, such termination to be effected in the manner set forth in Section 10.12.
The successor or surviving Person shall provide prompt written notice of the merger or consolidation to the Trustee, the Certificate
Administrator and the 17g-5 Information Provider.


 


Notwithstanding the foregoing,
if, and for so long as, the Trust, or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion
Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Trust Advisor may not remain
the Trust Advisor under this Agreement after (x) being merged or consolidated with or into any Prohibited Party, or (y) transferring
all or substantially all of its assets to any Prohibited Party, unless (i) the Trust Advisor is the surviving entity of such merger,
consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be
unreasonably withheld (and if, within forty-five (45) days following the date of delivery of a notice by the Trust Advisor to the
Depositor of any merger or similar transaction described in the preceding paragraph, the Depositor shall have failed to notify
the Trust Advisor of the Depositor’s determination to grant or withhold such consent, such failure shall be deemed to constitute
a grant of such consent).






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Section
10.8     Resignation of Trust Advisor.


 


(a)          Except
as otherwise provided in Section 10.8(b), the Trust Advisor shall not resign from the obligations and duties hereby
imposed on it unless it determines that its duties hereunder are no longer permissible under applicable law or are in material
conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation
of the Trust Advisor shall be evidenced by an opinion of counsel to such effect delivered to the Master Servicer, the Certificate
Administrator, the Depositor and the Trustee.


 


(b)         The
Trust Advisor (at its cost and expense and not at the expense of the Trust) shall have the right to resign from its obligations
and duties under this Agreement and recommend the replacement of the Trust Advisor (which shall be an Eligible Trust Advisor),
provided that the Trust Advisor shall (i) pay, or reimburse the Certificate Administrator or the Trust, as applicable, for,
all of the reasonable costs and expenses to be incurred by the Trust Advisor, the Certificate Administrator and/or the Trust, as
applicable, in connection with obtaining any vote to replace the Trust Advisor (and such fees and expenses will not constitute
Additional Trust Expenses), (ii) pay any amounts in the nature of Trust Advisor Fees, costs or expenses, to the extent such amounts
are in excess of the amounts being paid to the Trust Advisor prior to its resignation, necessary to obtain or payable to a replacement
Trust Advisor, (iii) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no consent
shall be required), obtain the consent (which shall be obtained prior to any solicitation of votes described below) of the Controlling
Class Representative during any Subordinate Control Period and any Collective Consultation Period, which consent shall be deemed
to have been granted if no objection is made within thirty (30) days following the Controlling Class Representative’s receipt
of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn and (iv) except
in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no vote seeking consent shall be conducted),
obtain the requisite vote of Certificateholders as provided below. If the Trust Advisor resigns pursuant to clause (A) of the preceding
sentence, the Trust Advisor shall deliver to the Certificate Administrator, with a copy to the Trustee, the 17g-5 Information Provider
and the Special Servicer, a written recommendation (along with relevant information justifying its recommendation) of a suggested
replacement Trust Advisor, which recommendation shall include a ballot that identifies the proposed replacement and that allows
the Holders of Principal Balance Certificates to approve or object to such recommendation and, further, shall clearly and conspicuously
include on the face thereof the following legend (in all capital letters and at least 14 point font): “FAILURE TO AFFIRMATIVELY
OBJECT TO THIS RECOMMENDATION WITHIN 180 DAYS OF THE DATE HEREOF SHALL BE DEEMED AN AFFIRMATIVE CONSENT TO REPLACE THE EXISTING
TRUST ADVISOR WITH THE RECOMMENDED SUCCESSOR TRUST ADVISOR IDENTIFIED IN THIS RECOMMENDATION”. The Certificate Administrator
shall post such written recommendation on the Certificate Administrator’s Website. Except in the case of a recommended replacement
that is an Eligible Trust Advisor, the Trust Advisor’s recommendation of a successor Trust Advisor must be confirmed by an
affirmative vote of Holders of Principal Balance Certificates evidencing at least 66-2/3% of the aggregate Voting Rights of all
Principal Balance Certificates; provided that if any Holder of Principal Balance Certificates does not affirmatively object
within 180 days of the date on which such written recommendation was posted on the Certificate


 



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Administrator’s Website, then
such Holder shall be deemed to have consented to the replacement of the existing Trust Advisor with the recommended successor Trust
Advisor. If so confirmed, the Trustee shall terminate all of the rights and obligations of the then existing Trust Advisor under
this Agreement and appoint the successor Trust Advisor approved or deemed approved by the Certificateholders (provided that such
successor trust advisor is an Eligible Trust Advisor). The terminated or resigning Trust Advisor’s rights to indemnification,
payment of outstanding fees, reimbursement of expenses and other rights set forth in this Agreement shall survive its termination
or resignation.


 


(c)         No
resignation pursuant to this Section 10.8 shall become effective until a successor Trust Advisor appointed as provided
in Section 10.12(d) shall have assumed the Trust Advisor’s responsibilities and obligations under this Agreement.


 


Section
10.9     Assignment or Delegation of Duties by Trust Advisor. Except as provided in
Section 10.7, the Trust Advisor may not assign or delegate its rights and duties under this Agreement.


 


Section
10.10   Limitation on Liability of the Trust Advisor and Others.


 


(a)         Neither
the Trust Advisor nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Trust Advisor shall
be under any liability to any other party to this Agreement, the Holders of the Certificates, the Underwriters, the Initial Purchasers,
the holder of any Serviced B Note or the holder of any Serviced Companion Loan for any action taken or for refraining from the
taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect
the Trust Advisor or any such person against any breach of a representation or warranty contained herein or any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or
by reason of negligent disregard of obligations and duties hereunder. The Trust Advisor and any Affiliate, director, officer, employee,
member, manager or agent of the Trust Advisor may rely in good faith on any document of any kind prima facie properly executed
and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the
Master Servicer or any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer) respecting any
matters arising hereunder. The Trust Advisor shall not be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its duties under this Agreement.


 


(b)         In
addition, the Trust Advisor shall have no liability with respect to, and shall be entitled to conclusively rely on as to the truth
of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Trust Advisor
and conforming to the requirements of this Agreement. Neither the Trust Advisor, nor any Affiliate, director, officer, employee,
member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall
be proved that the Trust Advisor or such officer was negligent in ascertaining the pertinent facts. Neither the Trust Advisor,
nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any action taken, suffered
or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it
by this Agreement. The Trust Advisor


 



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shall be entitled to rely on reports and information supplied to it by the Master Servicer,
the Special Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report
or information.


 


(c)         The
Trust Advisor shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust
shall indemnify and hold harmless the Trust Advisor from any and all claims, liabilities, costs, charges, fees or other expenses
which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable
from the party committing such breach.


 


(d)         Except
as otherwise specifically provided herein:


 


(i)         the
Trust Advisor may rely, 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 believed or in good faith believed by it to be genuine and to have been signed or presented by
the proper party or parties;


 


(ii)        the
Trust Advisor may consult with counsel, and any written advice 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; and


 


(iii)       the
Trust Advisor, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any
information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably
believed or in good faith believed by it to be genuine.


 


(e)         The
Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor shall be indemnified
by the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, as the
case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred in connection
with any legal action relating to the Depositor’s, the Master Servicer’s, the Special Servicer’s, the Custodian’s,
the Trustee’s or the Certificate Administrator’s, as the case may be, respective willful misfeasance, bad faith or
negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective
duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence
in the performance of any of the Trust Advisor’s duties hereunder or by reason of negligent disregard of the Trust Advisor’s
obligations and duties hereunder. The Trust Advisor shall promptly notify the Depositor, the Master Servicer, the Special Servicer,
the Custodian, the Trustee and the Certificate Administrator, if a claim is made by a third party entitling the Trust Advisor to
indemnification hereunder, whereupon the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the
Certificate Administrator, in each case, to the extent the claim was made in connection with its willful misfeasance, bad faith
or negligence, shall assume the defense of any such claim


 



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(with counsel reasonably satisfactory to the Trust Advisor). Any failure
to so notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator
shall not affect any rights the Trust Advisor may have to indemnification hereunder or otherwise, unless the interest of the Depositor,
the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator is materially prejudiced
thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation
of the Trust Advisor hereunder. Any payment hereunder made by the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to the Trust Advisor shall be paid
from the Depositor’s, the Master Servicer’s, the Special Servicer’s, the Trustee’s, the Certificate Administrator’s
or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through
subrogation as provided in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate
Administrator, the Custodian, the Special Servicer, the Master Servicer or the Depositor shall be reimbursed by the party so paid
or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that (x) the
conduct of the Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer or the Depositor,
as the case may be, was not culpable or (y) such indemnifying party was found to not have acted with willful misfeasance,
bad faith or negligence.


 


Section
10.11   Indemnification; Third-Party Claims.


 


(a)         The
Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor shall be indemnified
and held harmless by the Trust, out of the proceeds of the Mortgage Loans (subject to Section 6.11) against any and
all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses incurred in connection with any legal action relating to this Agreement, other than any loss, liability or expense
(i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms
of this Agreement; (ii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting
from any breach on the part of that party of a representation or warranty made in this Agreement; or (iii) incurred in connection
with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or
negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard
of such obligations or duties. The Trust shall pay, from amounts on deposit in the Collection Account pursuant to Section 5.2,
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. The indemnification provided herein shall survive the termination of
this Agreement and the termination or resignation of the Trust Advisor. Any expenses incurred or indemnification payments made
by the Trust shall be reimbursed by the Trust Advisor, if a court of competent jurisdiction makes a final, non-appealable judgment
that the Trust Advisor was found to have acted with willful misfeasance, bad faith or negligence.


 


(b)         The
Trust Advisor agrees to indemnify the Trust and each other party to this Agreement and any of their respective directors, officers,
employees or agents or Controlling Persons, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures,


 



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legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Trust or any such party may
sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance of duties hereunder
or by reason of negligent disregard of obligations and duties hereunder by the Trust Advisor. The Trustee, the Depositor, the Certificate
Administrator, the Custodian, the Special Servicer or the Master Servicer shall immediately notify the Trust Advisor if a claim
is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust or the Trustee, the Depositor,
the Certificate Administrator, the Custodian, the Special Servicer or the Master Servicer, as the case may be, to indemnification
hereunder, whereupon the Trust Advisor shall assume the defense of any such claim (with counsel reasonably satisfactory to the
Trustee, the Depositor, the Certificate Administrator, the Custodian, the Special Servicer or the Master Servicer, as the case
may be) 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 Trust Advisor shall not
affect any rights the Trust or the Trustee, the Depositor, the Certificate Administrator, the Custodian, the Special Servicer or
the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Trust Advisor’s defense of
such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement
and the termination or resignation of the Trust Advisor, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian or the Trustee. The Trust Advisor shall not be entitled to reimbursement from the Trust for any payment made by the
Trust Advisor pursuant to this paragraph. Any expenses incurred or indemnification payments made by the Trust Advisor shall be
reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final,
non-appealable judgment that the conduct of the Trust Advisor was not culpable or such indemnifying party was found to not have
acted with willful misfeasance, bad faith or negligence.


 


Section
10.12   Termination of the Trust Advisor.


 


(a)         A
“Trust Advisor Termination Event” means any one of the following events whether it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body:


 


(i)         any
failure by the Trust Advisor to observe or perform in any material respect any of its covenants or agreements or the material breach
of its representations or warranties under this Agreement, which failure or breach shall continue unremedied for a period of thirty
(30) days after the date on which written notice of such failure or breach shall have been given to the Trust Advisor by the Trustee
or the Certificate Administrator or to the Trust Advisor and the Certificate Administrator by the Holders of Certificates having
greater than 25% of the aggregate Voting Rights of all then outstanding Certificates; provided that with respect to any
such failure or breach which is not curable within such 30-day period, the Trust Advisor shall have an additional cure period of
thirty (30) days to effect such cure so long as it has commenced to cure such failure or breach within the initial 30-day period
and has provided the Trustee and the Certificate Administrator with an Officer’s Certificate certifying that it has diligently
pursued, and is continuing to pursue, such cure;


 



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(ii)        any
failure by the Trust Advisor to perform in accordance with the Trust Advisor Standard which failure shall continue unremedied for
a period of thirty (30) days;


 


(iii)       any
failure by the Trust Advisor to be an Eligible Trust Advisor, which failure shall continue unremedied for a period of thirty (30)
days;


 


(iv)       a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered against the Trust Advisor, and such decree or order shall have remained
in force undischarged or unstayed for a period of sixty (60) days;


 


(v)        the
Trust Advisor shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,
readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the
Trust Advisor or of or relating to all or substantially all of its property;


 


(vi)       the
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 insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or


 


(vii)      if,
and for so long as the Trust or a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement is subject
to the reporting requirements of the Exchange Act, the Trust Advisor shall fail to deliver any Regulation AB and any Exchange Act
reporting items required to be delivered by it under Article XIII of this Agreement at the times required under such Article.


 


Upon receipt by the Certificate
Administrator of notice of the occurrence of any Trust Advisor Termination Event, the Certificate Administrator shall promptly
provide written notice to all Certificateholders by posting such notice on its internet website and by mail, unless the Certificate
Administrator has received notice that it has been remedied. If a Trust Advisor Termination Event shall occur, then, and in each
and every such case, so long as such Trust Advisor Termination Event shall not have been remedied, either (i) the Trustee
may or (ii) upon the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of all
the Certificates, the Trustee shall, terminate all of the rights and obligations of the Trust Advisor under this Agreement, other
than rights and obligations accrued prior to such termination, by notice in writing to the Trust Advisor. Notwithstanding anything
herein to the contrary, the Depositor shall have the right, but not the obligation, to notify the Certificate Administrator and
the Trustee of any Trust Advisor Termination Event of which the Depositor becomes aware.


 


(b)         Upon
(i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of all the Certificates
requesting a vote to terminate the existing Trust Advisor and to replace the existing Trust Advisor with a proposed successor Trust


 



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Advisor that is an Eligible Trust Advisor, (ii) payment by such Holders to the Trust, the Certificate Administrator and the
Trust Advisor, as applicable, of the reasonable fees and expenses to be incurred by the Trust, the Certificate Administrator and
the Trust Advisor, as applicable, in connection with such vote (which fees and expenses will not constitute Additional Trust Expenses)
and (iii) obtaining the consent (which shall be obtained prior to any solicitation of votes below) of the Controlling Class Representative
during any Subordinate Control Period and any Collective Consultation Period (such consent not to be unreasonably withheld, and
such consent shall be deemed to have been granted if no objection is made within ten (10) Business Days following the Controlling
Class Representative’s receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter
be revoked or withdrawn), the Certificate Administrator shall promptly provide written notice of the requested vote described in
clause (i) above to all Certificateholders by (A) posting such notice on its internet website and including in
the next Distribution Date Statement a statement that such request was received, and (B) mailing it to their addresses appearing
in the Certificate Register. Upon the written direction of Holders of Certificates evidencing more than 75% of all the Voting Rights
of the Certificates, the Trustee shall terminate all of the rights (other than the right to receive accrued and unpaid fees and
expense reimbursements and the right to indemnification hereunder) and obligations of the Trust Advisor under this Agreement by
notice in writing to the Trust Advisor; provided that if that written direction is not provided within 180 days of the initial
request for a vote to terminate and replace the Trust Advisor, then that written direction will have no force and effect. In addition,
the Holders of Certificates evidencing more than 75% of all the Voting Rights of the Certificates may direct the Trustee not to
replace the terminated Trust Advisor); provided that if at any time there is no Trust Advisor acting in such capacity, the
provisions of this Agreement relating to the rights (other than the right to receive accrued and unpaid fees and expense reimbursements
and the right to indemnification hereunder) and obligations of the Trust Advisor will have no force and effect; and provided,
further, that, if the Holders of at least 25% of the Voting Rights of the Certificates subsequently request a vote to reinstate
the role of Trust Advisor and appoint a new Trust Advisor under this Agreement, and the Holders of at least 75% of the Voting Rights
of the Certificates vote in favor of such reinstatement and appointment, then a new Trust Advisor will be appointed and references
to Trust Advisor in this Agreement will again be applicable. The provisions set forth in the foregoing sentences of this Section 10.12(b)
shall be binding upon and inure solely to the benefit of the Certificateholders and the Trustee as between each other. The Trust
Advisor shall not have any cause of action based upon or arising from any breach or alleged breach of such provisions; provided
that this sentence shall not affect the Trust Advisor’s right to receive accrued and unpaid fees and expense reimbursements
and the right to indemnification hereunder. As between the Trust Advisor, on the one hand, and the Certificateholders, on the other,
the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the termination of
the Trust Advisor.


 


(c)         If
there are no Classes of Principal Balance Certificates outstanding other than the Class F Certificates and the Control Eligible
Certificates, then the Holders of Certificates representing greater than 50% of the junior-most Class of such Classes of Certificates
outstanding may elect to terminate the Trust Advisor without payment of any termination fee by written notice delivered to the
Depositor and the Trust Advisor. Upon its receipt of notice from such Holders of their election to so terminate the Trust Advisor,
the Trustee shall terminate all of the rights and obligations of the Trust Advisor under this


 



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Agreement by notice in writing to
the Trust Advisor. If the Trust Advisor is terminated pursuant to this Section 10.12(c), then no replacement Trust
Advisor will be appointed.


 


(d)         On
or after the receipt by the Trust Advisor of written notice of termination pursuant to Section 10.12(a), Section 10.12(b)
or Section 10.12(c), or the effectiveness of any resignation by the Trust Advisor pursuant to Section 10.8,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Trust Advisor shall
execute any and all documents and other instruments, and do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination. As soon as practicable, but in no event later than fifteen (15) Business Days
(or such longer period of time as may be reasonably necessary to find a willing successor trust advisor if no willing successor
trust advisor can be identified in such fifteen (15) Business Day period) after (1) the Trust Advisor resigns pursuant to
Section 10.8 or (2) the Trustee delivers such written notice of termination to the Trust Advisor pursuant to Section 10.12(a)
or Section 10.12(b), the Trustee shall appoint a successor Trust Advisor (to the extent a willing successor trust advisor
can be identified) that is an Eligible Trust Advisor (which successor Trust Advisor may be an Affiliate of the Trustee) and shall
be the recommended or proposed Trust Advisor in the case of a resignation pursuant to Section 10.8(b) or a termination
pursuant to Section 10.12(b). During any Subordinate Control Period and any Collective Consultation Period, the Controlling
Class Representative shall have the right to consent, such consent not to be unreasonably withheld, to any replacement for a Trust
Advisor terminated pursuant to Section 10.12(a) (except that such consent will be deemed to have been granted if no objection
is made within ten (10) Business Days following the Controlling Class Representative’s receipt of the request for consent
and, if granted, such consent cannot thereafter be revoked or withdrawn). If the Trustee is the successor Master Servicer or successor
Special Servicer, neither the Trustee nor any of its Affiliates shall be the successor Trust Advisor. If the termination of the
Trust Advisor is pursuant to Section 10.12(b), and if the Holders of Certificates representing more than 75% of the
aggregate Voting Rights of the Certificates so direct, then the Trustee shall not replace the terminated Trust Advisor (subject
to the provisos to the third (3rd) sentence of Section 10.12(b)). Except as contemplated by Section 10.12(b),
and except for any consent rights of the Controlling Class Representative expressly set forth in this Article X, the appointment
of the successor Trust Advisor shall not be subject to the vote, consent or approval of the Holder of any Class of Certificates.
The Trust Advisor shall not at any time be the Depositor, the Master Servicer, the Special Servicer, a Seller or an Affiliate of
any of them. If any of such entities becomes the Trust Advisor, including by means of an affiliation arising after the date hereof,
the Trust Advisor shall immediately resign, and the Trustee shall appoint a successor Trust Advisor subject to and in accordance
with this Section 10.12(d).


 


Upon any resignation
or termination of the Trust Advisor and, if applicable, appointment of a successor Trust Advisor, the Trustee shall, as soon as
possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator (who shall promptly
post such notice to the Certificateholder’s Website pursuant to Section 5.4), the 17g-5 Information Provider (who
shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 5.7), the Depositor,
the Certificateholders and, during any Subordinate Control Period and any Collective Consultation Period, the Controlling Class
Representative. If the Trust Advisor resigns or is terminated for any reason, all of its rights and obligations under this Agreement
shall terminate, other than any rights or obligations that


 



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accrued prior to the date of such termination (including the right to
receive all fees, expenses and indemnities accrued and owing to it under this Agreement which shall be payable in accordance with
the priorities and subject to the limitations set forth herein including, without limitation, Section 6.11).


 


Section
10.13  Rights of the Holders of a Serviced B Note and Serviced Companion Loan. With respect to each A/B Whole
Loan (if any) and Loan Pair (if any), the holder of any related Serviced B Note and the holder of any related Serviced Companion
Loan shall have such consent rights or consultation rights, if any, during the specified time periods, as are set forth in the
related Intercreditor Agreement.


 


Notwithstanding the foregoing,
if the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that immediate
action is necessary to protect the interest of the Certificateholders and the holder of any related Serviced B Note or Serviced
Companion Loan (as a collective whole), then the Master Servicer or Special Servicer, as applicable may take any such action without
waiting for the response of the holder of the Serviced B Note or holder of the Serviced Companion Loan provided for in the related
Intercreditor Agreement.


 


In addition, with respect
to any A/B Whole Loan or Loan Pair, to the extent provided for in the related Intercreditor Agreement, the holder of a Serviced
B Note or holder of a Serviced Companion Loan may direct the Master Servicer or Special Servicer, as applicable, to take, or to
refrain from taking, such actions as such holder may deem advisable or as to which provision is otherwise made herein. Upon reasonable
request, to the extent provided for in the related Intercreditor Agreement, the Master Servicer or Special Servicer, as applicable,
shall, with respect to any A/B Whole Loan or Loan Pair, provide the holder of a Serviced B Note or holder of a Serviced Companion
Loan with any information in the Master Servicer’s or Special Servicer’s, as applicable, possession with respect to
such matters, including its reasons for determining to take a proposed action.


 


If the holder of a related
B Note or Companion Loan (or controlling portion thereof) (in each case for so long as it is the related Loan-Specific Directing
Holder) shall direct the Master Servicer or the Special Servicer to take any action (other than those provided for in the related
Intercreditor Agreement or in this Agreement), the Master Servicer or the Special Servicer shall be entitled to receive reimbursement
from collections on and other proceeds of such Serviced B Note or Serviced Companion Loan for (i) its reasonable out-of-pocket
expenses incurred in taking such action and (ii) to the extent that such action constitutes an extraordinary action not in
the ordinary course of administering and servicing such mortgage loan, other reasonable costs incurred by the Master Servicer or
the Special Servicer in taking such action. The Master Servicer or the Special Servicer shall notify such holder, prior to taking
the related action, if the Master Servicer or the Special Servicer anticipates that it will seek reimbursement therefor under the
preceding sentence, and of the estimated amount of such reimbursement, and shall further notify such holder if it intends to obtain
actual reimbursement in excess of the estimated amount.


 


Notwithstanding anything
herein to the contrary, no advice, direction or objection from the holder of a Serviced B Note or holder of a Serviced Companion
Loan, as contemplated


 



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by this Agreement, may (and the Master Servicer and Special Servicer, as applicable, shall ignore and act
without regard to any such advice, direction or objection that the Master Servicer or Special Servicer, as applicable, has determined,
in accordance with the Servicing Standard, will) (i) require or cause the Master Servicer or the Special Servicer to violate
applicable law, the terms of any Mortgage Loan, any provision of this Agreement or the REMIC Provisions, including the Master Servicer’s
or the Special Servicer’s obligation to act in accordance with the Servicing Standard, (ii) result in an Adverse REMIC
Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust, (iii) expose the
Trust, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, or any of their
respective Affiliates, officers, directors, employees or agents, to any material claim, suit or liability, or (iv) materially
expand the scope of the Master Servicer’s or Special Servicer’s responsibilities under this Agreement.


 


With respect to any Serviced
B Note or Serviced Companion Loan, the Master Servicer (if the Serviced B Note or Serviced Companion Loan has not become a Specially
Serviced Mortgage Loan and the related Mortgaged Property has not become an REO Property) or the Special Servicer (if the Serviced
B Note or Serviced Companion Loan has become a Specially Serviced Mortgage Loan or the related Mortgaged Property has become an
REO Property) shall prepare and make available (or to the extent required pursuant to the terms of the related Intercreditor Agreement,
deliver) to the holder of such Serviced B Note or Serviced Companion Loan, the related Loan-Specific Directing Holder and the related
Non-Directing Holder (or its designee or representative) all notices, reports, statements and communications to be delivered by
the holder of the related Mortgage Loan under the Intercreditor Agreement, and shall perform all duties and obligations to be performed
by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan
pursuant to the related Intercreditor Agreement.


 


If the holder of any
Serviced Companion Loan notifies the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer of any
changes in the name and contact information of the holder of such Serviced Companion Loan, the party receiving such information
shall promptly notify the other such parties thereof. The Trustee, the Certificate Administrator, the Custodian, the Master Servicer
and the Special Servicer may each conclusively rely on the information so provided to it by any other such party regarding identity
and/or contact information of the holder of any Serviced Companion Loan, and none of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer or the Special Servicer, as applicable, shall have any liability for notices or reports not
sent to the correct holder of any Serviced Companion Loan or any obligation to obtain the consent of or consult with the correct
holder of any Serviced Companion Loan to the extent any other such party or the holder of such Serviced Companion Loan has not
provided updated or correct information regarding the holder of such Serviced Companion Loan or has not provided the most recent
identity and/or contact information regarding the holder of such Serviced Companion Loan to the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer or the Special Servicer, as applicable.


 


Section
10.14  Rights of Non-Directing Holders. With respect to each Loan Pair (as and to the extent provided for
under the related Intercreditor Agreement), the Master Servicer or the Special Servicer, as applicable, shall:


 



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(a)         consult
with the related Non-Directing Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such
Non-Directing Holder (or its designee or representative) requests consultation with respect to any “major decision”
or “major action” set forth in the related Intercreditor Agreement or the implementation of any recommended actions
outlined in an Asset Status Report relating to the Loan Pair, as applicable, and to consider alternative actions recommended by
such Non-Directing Holder (or its designee or representative); provided, that, subject to the related Intercreditor Agreement,
if the related Non-Directing Holder fails to respond within ten (10) Business Days from the delivery to the related Non-Directing
Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice,
information or report, or any other communication relating to a proposed action, the Master Servicer or Special Servicer, as applicable,
shall no longer be obligated to consult with the applicable Non-Directing Holder (or its designee or representative) (unless the
Master Servicer or Special Servicer, as applicable, 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 begin anew from the date of such proposal and delivery
of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder,
the Master Servicer or the Special Servicer, as applicable, may take any “major decision” or “major action”
set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the
aforementioned ten (10) Business Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate
action with respect thereto is necessary to protect the interests of the Certificateholders and the holder of the related Serviced
Companion Loan. Unless otherwise specified in the related Intercreditor Agreement, neither the Master Servicer nor the Special
Servicer shall be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder; and


 


(b)         in
addition to the foregoing non-binding consultation rights, as and to the extent provided for in the related Intercreditor Agreement,
the Non-Directing Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon
reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing
issues related to the related A/B Whole Loan or Loan Pair, as applicable, are discussed.


 


ARTICLE
XI

PURCHASE AND TERMINATION OF THE TRUST


 


Section
11.1      Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans.


 


(a)          The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and
other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to
the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the
sale of the property held by the Trust in accordance with Section 11.1(b) or (iii) voluntary exchange by the Sole Certificateholder
of all


 



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the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans and
REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall
the Trust created hereby 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.


 


(b)         If
on any date the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% of the initial Aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian,
the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly
forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC
III Regular Certificates, the Special Servicer, the Master Servicer and the Holders of the Class R Certificates. The Holders of
a majority of the most subordinate Class of REMIC III Regular Certificates then outstanding, the Special Servicer, the Master Servicer
and the Holder of Certificates representing a majority interest in the Class R Certificates, in such priority (and in the case
of the Class R Certificateholders, a majority of the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans
(in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the holder of the related Serviced B Note or Serviced
Companion Loan provided for in the related Intercreditor Agreement) and any other property, if any (including, without limitation,
any REO property), remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate Administrator
who shall notify any party with a prior right to exercise such option. If any party that has been provided notice by the Certificate
Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10) Business Days after receiving notice
of the proposed purchase that it wishes to purchase the assets of the Trust, then such party (or, if more than one of such parties
notifies the Certificate Administrator that it wishes to purchase the assets of the Trust, the party with the first right to purchase
the assets of the Trust) may purchase the assets of the Trust in accordance with this Agreement. Upon the Certificate Administrator’s
receipt of the Termination Price set forth below, the Certificate Administrator shall promptly notify the Trustee and the Custodian
in writing of its receipt thereof, and the Trustee shall thereupon direct the Custodian promptly to release or cause to be released
to the Master Servicer for the benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage
Files pertaining to the Mortgage Loans. The “Termination Price” shall equal 100% of the aggregate Unpaid Principal
Balances of the Mortgage Loans (other than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has
been made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates
less the Master Servicing Fee Rate if the Master Servicer is the purchaser), to the Due Date for each Mortgage Loan ending in the
Collection Period with respect to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances
at the Advance Rate, and the fair market value of any REO Properties and other property remaining in REMIC I. Any person or
entity making the purchase shall also be responsible for reimbursing the parties to this Agreement for all reasonable out-of-pocket
costs and expenses incurred by the parties in connection with such purchase. The Trustee shall consult with the Underwriters and
the Initial Purchasers or their respective successors, as advisers, in order for the Trustee to determine whether the fair market
value of the property constituting the Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial
Purchaser is exercising its right to purchase the Trust assets, the Trustee


 



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shall consult with the Special Servicer in order for
the Trustee to determine whether the fair market value of the property constituting the Trust has been offered, provided
that the Special Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees
and expenses of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee
consults with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant
to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given by
such party as to whether the fair market value of the property constituting the Trust has been offered. 
As a condition to the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising
the option must deliver to the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such
termination will be a “qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in
accordance with Section 11.3. Notwithstanding the foregoing, if the Trustee is required to determine whether an offer
represents the fair market value of the property constituting the Trust, unless it is otherwise required to consult with any Underwriter
or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant to this Section, the Trustee
shall be permitted to designate an independent third party expert (the fees and expenses of which shall be paid for by the buyer
of the property constituting the Trust) in real estate or commercial mortgage loan matters with at least five (5) years’
experience in valuing commercial real estate assets similar to the property constituting the Trust, to determine whether the fair
market value of the property constituting the Trust has been offered.  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. 



 


(c)         [Reserved]


 


(d)         Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class X-A, Class X-B,
Class X-D, Class B, Class C, Class D and Class E Certificates are retired, the Sole Certificateholder shall have the right
to exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage Loans and each REO
Property remaining in the Trust Fund as contemplated by Section 11.1(a)(iii) by giving written notice to all the parties
hereto no later than sixty (60) days prior to the anticipated date of exchange. If the Sole Certificateholder elects to exchange
all of its Certificates (other than the Class V 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 each case, and where applicable, subject to the terms of the related Intercreditor
Agreement) 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 (i) deposit in the Collection Account an amount in immediately available
funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee,
the Trust Advisor and the Certificate Administrator hereunder through the date of the liquidation of the Trust Fund that may be
withdrawn from the Collection Account pursuant to Section 5.2 or that may be withdrawn from the Distribution Account
pursuant to Section 5.3, but only to the extent that such amounts are not already on deposit in the Collection Account
and (ii) pay to the Master Servicer an amount equal to (x) the product of (a) the Advance Rate, (b) the Aggregate Certificate Balance
of the then-outstanding Principal Balance Certificates as of the date of such exchange and (c) three, divided by (y) 360. In addition,
the Servicer shall transfer all amounts required to be transferred to the Excess


 



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Interest Sub-account on the Master Servicer Remittance
Date related to such Distribution Date in which the final distribution on the Certificates is to occur from the Collection Account.
Upon confirmation that such final deposits have been made and following the surrender of all its Certificates (other than the Class
V and Class R Certificates) on the final Distribution Date, the Certificate Administrator shall upon receipt of a Request for Release
from the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files
for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole
Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and any REO Properties remaining in the Trust
Fund, and the Trust Fund shall be liquidated in accordance with Section 11.2. Solely for federal income tax purposes,
the Sole Certificateholder shall be deemed to have purchased the assets of the REMIC I 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 REMIC I Interests.


 


(e)         Upon
the termination of the Trust, any Class V Specific Grantor Trust Assets held by the Grantor Trust shall be distributed to the Class
V Certificateholders on a pro rata basis.


 


(f)         Upon
the sale of the A Note relating to an A/B Whole Loan by the Trust or the payment in full of such A Note, the related
Serviced B Note shall no longer be subject to this Agreement and shall no longer be serviced by the Master Servicer or the Special
Servicer.


 


Section
11.2       Procedure Upon Termination of Trust.


 


(a)         Notice
of any termination pursuant to the provisions of Section 11.1, specifying the Distribution Date upon which the final
distribution shall be made, shall be given promptly by the Certificate Administrator to the Trustee, the 17g-5 Information Provider,
the Holders of the Class V and Class R Certificates and the REMIC III Regular Certificates mailed no later than ten (10)
days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution
on the Class V and Class R Certificates and the REMIC III Regular Certificates will be made, and upon presentation and surrender
of such Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date
otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender
of such Certificates at the office or agency of the Certificate Registrar therein specified. The Certificate Administrator shall
give such notice to the Depositor, the Trustee and the Certificate Registrar at the time such notice is given to Holders of such
Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class V and Class R Certificates
and the REMIC III Regular Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and
the Certificate Administrator to terminate, the Collection Account and the Distribution Account and any other account or fund maintained
with respect to the Certificates, subject to the Certificate Administrator’s obligation hereunder to hold all amounts payable
to the Holders of the Class V and Class R Certificates and the REMIC III Regular Certificates in trust without interest pending
such payment.


 



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(b)         If
all of the Holders do not surrender their certificates evidencing the Class V and Class R Certificates and the REMIC III
Regular Certificates for cancellation within three (3) months after the time specified in the above-mentioned written notice, then
the Certificate Registrar shall give a second (2nd) written notice to the remaining Holders of such Certificates to
surrender their Certificates evidencing such Certificates for cancellation and receive the final distribution with respect thereto.
If within one year after the second (2nd) notice any such Certificates shall not have been surrendered for cancellation,
the Certificate Registrar may take appropriate steps to contact the remaining Holders of such Certificates concerning surrender
of such Certificates, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two (2) years
after the second (2nd) notice any such Certificates shall not have been surrendered for cancellation, the Certificate
Administrator shall, subject to applicable state law relating to escheatment, hold all amounts distributable to such Holders for
the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and not distributed to a Holder of such
Certificates due to such Certificateholder’s failure to surrender its Certificate(s) for payment of the final distribution
thereon in accordance with this Section. Any money held by the Certificate Administrator pending distribution under this Section 11.2
after ninety (90) days after the adoption of a plan of complete liquidation shall be deemed for tax purposes to have been distributed
from the REMIC Pools and shall be beneficially owned by the related Holder.


 


Section
11.3      Additional Trust Termination Requirements.


 


(a)         The
Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of
the Master Servicer or the Class R Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator
subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R Certificateholders, as the case
may be), addressed to the Depositor, the Trustee and the Certificate Administrator to the effect that the failure of the Trust
to comply with the requirements of this Section 11.3 will not (i) result in the imposition of taxes on “prohibited
transactions” on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC
at any time that any Certificates are outstanding:


 


(i)          Within
eighty-nine (89) days prior to the time of the making of the final payment on the REMIC III Regular Certificates and the Class
V and Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III)
shall adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC
Provisions, which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified
in Section 11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable
REMIC Pool;


 


(ii)         At
or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment
on the REMIC III Regular Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price;
provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount
to be paid by such Holders may be paid net of the


 



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amount to be paid to such Holders as final distributions on any Certificates
held by such Holders;


 


(iii)        At
the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall distribute
or credit, or cause to be distributed or credited, (A) to the Holders of the Class R Certificates all assets of REMIC I
remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates all
assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of
the Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon
making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall terminate
at that time; and


 


(iv)        In
no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular
Interests, or the final distribution or credit to the Holders of the Class R Certificates, respectively, be made after the 89th
day from the date on which the plan of complete liquidation is adopted.


 


(b)         By
their acceptance of the Class R Certificates, the Holders thereof hereby (i) authorize the Trustee to take such action as
may be necessary to adopt a plan of complete liquidation of each REMIC Pool, and (ii) agree to take such other action as may
be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization
shall be binding upon all successor Class R Certificateholders.


 


ARTICLE
XII

REMIC AND GRANTOR TRUST ADMINISTRATION


 


The provisions of this
Article XII shall apply to each REMIC Pool and the Grantor Trust, as applicable.


 


Section
12.1     REMIC Administration.


 


(a)         An
election will be made by the Certificate Administrator on behalf of the Trustee to treat the segregated pool of assets consisting
of the Mortgage Loans (other than Excess Interest payable thereon), such amounts with respect thereto as shall from time to time
be held in the Collection Account, the Reserve Accounts and the Distribution Account (exclusive of the Excess Interest Sub-account),
the Insurance Policies and any related amounts in the REO Account and, to the extent of the Trust’s interest therein, any
related REO Properties as a REMIC under the Code (such REMIC being herein designated as “REMIC I”), other
than any portion of the foregoing amounts allocable to a Serviced B Note or Serviced Companion Loan. Such elections will be made
on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending
on the last day of the calendar year in which the REMIC I Interests are issued. For purposes of such election, the REMIC I
Regular Interests shall be designated as the “regular interests” in REMIC I, and the REMIC I Residual Interest
(which shall be evidenced by the Class R Certificates) shall be designated as the sole class of “residual interests”
in REMIC I.


 



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An election will be made
by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
under the Code (such REMIC being herein designated as “REMIC II”). Such election will be made on Form 1066
or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last
day of the calendar year in which the REMIC II Interests are issued. For the purposes of such election, the REMIC II
Regular Interests shall be designated as the “regular interests” in REMIC II, and the REMIC II Residual Interest
(which shall be evidenced by the Class R Certificates) shall be designated as the sole class of “residual interests”
in REMIC II.


 


An election will be made
by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a
REMIC under the Code (such REMIC being herein designated as “REMIC III”). Such election will be made on
Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on
the last day of the calendar year in which the REMIC III Interests are issued. For purposes of such election, the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class
J Certificates and the Class X REMIC III Regular Interests shall be designated as the “regular interests” in REMIC III,
and the REMIC III Residual Interest (which shall be evidenced by the Class R Certificates) shall be designated as the sole
class of “residual interests” in REMIC III.


 


The Trustee and the Certificate
Administrator shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code)
in any of the REMIC Pools other than the REMIC I Interests, the REMIC II Interests and the REMIC III Interests.


 


Any Threshold Event Collateral
posted by a Loan-Specific Directing Holder pursuant to the related Intercreditor Agreement shall be held by the Master Servicer
in an outside reserve fund which shall not be an asset of any REMIC, and the Loan-Specific Directing Holder that posted such Threshold
Event Collateral shall be the owner of such outside reserve fund, all within the meaning of Treasury Regulation Section 1.860G-2(h).
Any such Threshold Event Collateral shall be applied in the same manner as collections on the related Loan Pair or A/B Whole Loan,
as applicable, as and to the extent provided for in the related Intercreditor Agreement, including without limitation by means
of the Trustee, the Master Servicer or the Special Servicer drawing on any letter of credit delivered as Threshold Event Collateral
as and to the extent provided for in the related Intercreditor Agreement.


 


(b)         The
Closing Date is hereby designated as the “Startup Day” of each REMIC Pool within the meaning of Section 860G(a)(9)
of the Code.


 


(c)          The
Certificate Administrator shall pay all routine tax related expenses (not including any taxes, however denominated, including any
additions to tax, penalties and interest) of each REMIC Pool, excluding any professional fees or extraordinary expenses related
to audits or any administrative or judicial proceedings with respect to each REMIC Pool that involve the Internal Revenue Service
or state tax authorities.


 


(d)         The
Certificate Administrator shall cause to be prepared, signed, and timely filed with the Internal Revenue Service, on behalf of
each REMIC Pool, an application for a taxpayer identification number for such REMIC Pool on Internal Revenue Service Form SS-4.


 



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The Certificate Administrator, upon receipt from the Internal Revenue Service of the Notice of Taxpayer Identification Number Assigned,
shall promptly forward a copy of such notice to the Depositor and the Master Servicer. The Certificate Administrator shall prepare
and file Form 8811 on behalf of each REMIC Pool and shall designate an appropriate Person to respond to inquiries by or on behalf
of Certificateholders for original issue discount and related information in accordance with applicable provisions of the Code.


 


(e)          The
Certificate Administrator shall prepare and file, or cause to be prepared and filed, all of each REMIC Pool’s federal and
state income or franchise tax and information returns as such REMIC Pool’s direct representative, and the Certificate Administrator
(or, if necessary, the Trustee) shall sign such returns; the expenses of preparing and filing such returns shall be borne by the
Certificate Administrator, except that if additional state tax returns are required to be filed in more than three (3) states,
the Certificate Administrator shall be entitled, with respect to any such additional filings, to (i) be paid a reasonable
fee and (ii) receive its reasonable costs and expenses, both as amounts reimbursable pursuant to Section 5.2(a)(I)(vi)
hereof. Each of the Depositor, the Master Servicer and the Special Servicer shall provide on a timely basis to the Certificate
Administrator or its designee such information with respect to the Trust or any REMIC Pool as is in its possession, which the Depositor,
the Master Servicer or the Special Servicer, as the case may be, has received or prepared by virtue of its role as Depositor, Master
Servicer or the Special Servicer, as the case may be, hereunder and reasonably requested by the Certificate Administrator to enable
it to perform its obligations under this subsection, and the Certificate Administrator shall be entitled to conclusively rely on
such information in the performance of its obligations hereunder. The Depositor shall indemnify the Trust, the Trustee and the
Certificate Administrator for any liability or assessment against any of them or cost or expense (including attorneys’ fees)
incurred by them resulting from any error in any of such tax or information returns resulting from errors in the information provided
by the Depositor or caused by the negligence, willful misconduct or bad faith of the Depositor in providing any information for
which the Depositor is responsible for preparing. The Master Servicer and the Special Servicer shall indemnify the Trustee, the
Certificate Administrator and the Depositor for any liability or assessment against the Trustee, the Depositor, the Certificate
Administrator or any REMIC Pool and any expenses incurred in connection with such liability or assessment (including attorneys’
fees) resulting from any error in any of such tax or information returns resulting from errors in the information provided by the
Master Servicer or the Special Servicer, as the case may be, or caused by the negligence, willful misconduct or bad faith of the
Master Servicer or the Special Servicer, as the case may be. The Certificate Administrator shall indemnify the Master Servicer,
the Depositor or any REMIC Pool for any expense incurred by the Master Servicer, the Depositor and any REMIC Pool resulting from
any error in any of such tax or information returns resulting from errors in the preparation of such returns caused by the negligence,
willful misconduct or bad faith of the Certificate Administrator. Each indemnified party shall immediately notify the indemnifying
party or parties of the existence of a claim for indemnification under this Section 12.1(e), and provide the indemnifying
party or parties, at the expense of such indemnifying party or parties, an opportunity to contest the tax or assessment or expense
giving rise to such claim, provided that the failure to give such notification shall not affect the indemnification rights
in favor of any REMIC Pool under this Section 12.1(e). Any such indemnification shall survive the resignation or termination
of the Master Servicer, the Certificate Administrator or the Special Servicer, or the termination of this Agreement.


 



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(f)          The
Certificate Administrator shall perform on behalf of each REMIC Pool all reporting and other tax compliance duties that are the
responsibility of such REMIC Pool under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue
Service or any state or local taxing authority. Among its other duties, the Certificate Administrator shall provide (i) to
the Internal Revenue Service or other Persons (including, but not limited to, the Transferor of a Class R Certificate, a Disqualified
Organization or an agent that has acquired such Class R Certificate on behalf of a Disqualified Organization) such information
as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Disqualified Organization
and (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions.


 


(g)         The
Certificate Administrator shall forward to the Depositor copies of quarterly and annual REMIC tax returns and Internal Revenue
Service Form 1099 information returns and such other information within the control of the Certificate Administrator as the Depositor
may reasonably request in writing. Moreover, the Certificate Administrator shall forward to each Certificateholder such forms and
furnish such information within its control as are required by the Code to be furnished to them, shall prepare and file with the
appropriate state authorities as may to the actual knowledge of a Responsible Officer of the Certificate Administrator be required
by applicable law and shall prepare and disseminate to Certificateholders Internal Revenue Service Forms 1099 (or otherwise furnish
information within the control of the Certificate Administrator) to the extent required by applicable law. The Certificate Administrator
will make available to any Certificateholder any tax related information required to be made available to Certificateholders pursuant
to the Code and any regulations thereunder.


 


(h)         The
Holder of more than 50% of the Percentage Interests in the Class R Certificates (or of the greatest percentage of the Class R Certificates
if no Holder holds more than 50% thereof) shall be the Tax Matters Person for each of REMIC I, REMIC II and REMIC III.
The duties of the Tax Matters Person for each of the REMIC Pools are hereby delegated to the Certificate Administrator, and each
Class R Certificateholder, by acceptance of its Class R Certificate, agrees, on behalf of itself and all successor holders of such
Class R Certificate, to such delegation to the Certificate Administrator as their agent and attorney in fact. If the Code or applicable
regulations prohibits the Certificate Administrator (or, if necessary, the Trustee) from signing any applicable Internal Revenue
Service, court or other administrative documents or from acting as Tax Matters Person (as an agent or otherwise), the Certificate
Administrator shall take whatever action is necessary for the signing of such documents and designation of a Tax Matters Person,
including the designation of the Holder of more than 50% of the Percentage Interests in the Class R Certificates (or of the greatest
percentage of the Class R Certificates if no Holder holds more than 50% thereof). The Certificate Administrator shall not be required
to expend or risk its own funds or otherwise incur any other financial liability in the performance of its duties hereunder or
in the exercise of any of its rights or powers (except to the extent of the ordinary expenses of performing its duties under this
Agreement), if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 


(i)          The
Trustee, the Certificate Administrator, the Custodian, the Holders of the Class R Certificates, the Master Servicer and the Special
Servicer shall each exercise


 



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reasonable care, to the extent within its control, and with respect to each of the Trustee, the Certificate
Administrator, the Custodian, the Master Servicer and the Special Servicer, within the scope of its express duties, and shall each
act in accordance with this Agreement and the REMIC Provisions in order to create and maintain the status of each REMIC Pool as
a REMIC for so long as any REMIC III Regular Certificates are outstanding and the Grantor Trust as a grantor trust for so long
as any Class V Certificates are outstanding.


 


(j)          The
Trustee, the Certificate Administrator, the Custodian, the Master Servicer, the Special Servicer and the Holders of Class R Certificates
shall not take any action or fail to take any action or cause any REMIC Pool to take any action or fail to take any action if any
of such Persons knows or could, upon the exercise of reasonable diligence, know, that, under the REMIC Provisions such action or
failure, as the case may be, could (i) endanger the status of any REMIC Pool as a REMIC (ii) result in the imposition
of a tax upon any REMIC Pool (including but not limited to the tax on “prohibited transactions” as defined in Code
Section 860F(a)(2)) or (iii) endanger the status of the Grantor Trust as a grantor trust unless the Trustee and the Certificate
Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that
the contemplated action will not endanger such status or result in the imposition of such a tax. Any action required under this
Section which would result in an unusual or unexpected expense shall be undertaken at the expense of the party requiring the Trustee,
the Certificate Administrator, the Custodian or the Holders of the Class R Certificates to undertake such action.


 


(k)         If
any tax is imposed on any REMIC Pool, including, without limitation, “prohibited transactions” taxes as defined in
Section 860F(a)(2) of the Code, any tax on “net income from foreclosure property” as defined in Section 860G(c)
of the Code, any taxes on contributions to any REMIC Pool after the Startup Day pursuant to Section 860G(d) of the Code, and
any other tax imposed by the Code or any applicable provisions of state or local tax laws (other than any tax permitted to be incurred
by the Special Servicer pursuant to Section 9.14(e)), then such tax, together with all incidental costs and expenses
(including, without limitation, penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the
Certificate Administrator, if such tax arises out of or results from a breach of any of its obligations under this Agreement; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under this
Agreement; (iii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of
its obligations under this Agreement; and (iv) the Trust in all other instances. Any tax permitted to be incurred by the Special
Servicer pursuant to Section 9.14(e) shall be charged to and paid by the Trust from the net income generated on the
related REO Property. Any such amounts payable by the Trust in respect of taxes shall be paid by the Certificate Administrator
out of amounts on deposit in the Distribution Account.


 


(l)           The
Certificate Administrator and, to the extent that books and records are maintained by the Master Servicer or the Special Servicer
in the normal course of its business, the Master Servicer and the Special Servicer shall, for federal income tax purposes, maintain
books and records with respect to each REMIC Pool on a calendar year and on an accrual basis. The books and records must be sufficient
concerning the nature and amount of each REMIC Pool’s investments to show that such REMIC Pool has complied with the REMIC
Provisions.


 



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(m)         None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall enter into any arrangement by
which any REMIC Pool will receive a fee or other compensation for services.


 


(n)         In
order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause
to be provided, to the Certificate Administrator within ten (10) days after the Closing Date all information or data that the Certificate
Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates,
including, without limitation, the yield, prepayment assumption, issue prices and projected cash flows of the Certificates, as
applicable, and the projected cash flows of the Mortgage Loans. Thereafter, the Depositor shall provide to the Certificate Administrator
or its designee, promptly upon request therefor, any such additional information or data within the Depositor’s possession
or knowledge that the Certificate Administrator may, from time to time, reasonably request in order to enable the Certificate Administrator
to perform its duties as set forth herein. The Certificate Administrator is hereby directed to use any and all such information
or data provided by the Depositor in the preparation of all federal and state income or franchise tax and information returns and
reports for each REMIC Pool to Certificateholders as required herein. The Depositor hereby indemnifies the Trustee, the Certificate
Administrator and each REMIC Pool for any losses, liabilities, damages, claims, expenses (including attorneys’ fees) or assessments
against the Trustee, the Certificate Administrator and each REMIC Pool arising from any errors or miscalculations of the Certificate
Administrator pursuant to this Section that result from any failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Certificate Administrator (but not resulting from the methodology employed by the Certificate Administrator)
on a timely basis and such indemnification shall survive the termination of this Agreement and the termination or resignation of
the Certificate Administrator.


 


The Certificate Administrator
agrees that all such information or data so obtained by it are to be regarded as confidential information and agrees that it shall
use its reasonable best efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain
in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all of such information or data,
or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally available to the public (other than as a result
of a breach of this Section 12.1(n)) or is required by law or applicable regulations to be disclosed or is disclosed
(i) to independent auditors and accountants, counsel and other professional advisers of the Certificate Administrator and
its parent, or (ii) in connection with its rights and obligations under this Agreement.


 


(o)         At
all times as may be required by the Code, the Master Servicer 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 REMIC Pool 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.


 


(p)         For
the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the “latest possible maturity date” for
each Class of the Class A-1, Class A-2,


 



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Class A-SB, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D, Class E, Class
F, Class G, Class H and Class J Certificates, for each Class X REMIC III Regular Interest, for each REMIC I Regular Interest
and for each REMIC II Regular Interest is the related Rated Final Distribution Date.


 


(q)         The
Certificate Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent,
of each REMIC Pool and shall on behalf of each REMIC Pool, make any elections allowed under the Code (i) to avoid the application
of Section 6221 (or successor provision) to any REMIC Pool and (ii) to avoid payment by any REMIC Pool under Section 6225 of any
tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any holder of any residual interest
of any REMIC Pool, past or present.


 


A holder of any residual
interest in each REMIC Pool agrees, by acquiring such interest, to any such elections and to the Certificate Administrator’s
acting as agent for any tax matters person or other representative of a REMIC Pool that can be designated under the Code.


 


Section
12.2     Prohibited Transactions and Activities. None of the Trustee, the Certificate Administrator, the Custodian,
the Master Servicer or the Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans (except
in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or insolvency of
any REMIC Pool, (iii) the termination of any REMIC Pool in a “qualified liquidation” as defined in Section 860F(a)(4)
of the Code, or (iv) a repurchase or substitution contemplated by Article II hereof), nor acquire any assets for the
Trust, except as contemplated by Article II hereof, nor sell or dispose of any investments in the Collection Account or
Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution during the 3-month
period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting such
action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect adversely the status
of any REMIC Pool as a REMIC or of the regular interests therein, (B) affect the distribution of interest or principal on
the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except pursuant
to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on “prohibited transactions”
or “prohibited contributions” or other tax pursuant to the REMIC Provisions.


 


Section
12.3     Modifications of Mortgage Loans. Notwithstanding anything to the contrary in this Agreement, none of
the Trustee, the Certificate Administrator, the Custodian, the Master Servicer or the Special Servicer shall permit any modification
of a Money Term of a Mortgage Loan (or of a related Serviced B Note or Serviced Companion Loan) unless (i) the Trustee, the
Special Servicer, the Certificate Administrator, the Custodian and the Master Servicer have received a Nondisqualification Opinion
or a ruling from the Internal Revenue Service (at the expense of the related Mortgagor, any holder of a related Serviced B Note
or Serviced Companion Loan or the Trust) to the effect that such modification would not be treated as an exchange pursuant to
Section 1001 of the Code (or, if it would be so treated, would not be treated as a “significant modification”
for purposes of Section 1.860G-2(b) of the Treasury Regulations) or (ii) such modification meets the requirements set
forth in Sections 8.18 or 9.5.


 



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Section
12.4     Liability with Respect to Certain Taxes and Loss of REMIC Status. If any REMIC Pool fails to qualify
as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or tax as a result of a prohibited transaction or prohibited
contribution subject to taxation under the REMIC Provisions due to the negligent performance by either the Trustee or the Certificate
Administrator of its respective duties and obligations set forth herein, the Trustee or the Certificate Administrator, as the
case may be, shall be liable to the REMIC Pools and the Holders of the Class R Certificates for any and all losses, claims, damages,
liabilities or expenses (“Losses”) resulting from such negligence and relating to the Class R Certificates;
provided, that the Trustee or the Certificate Administrator, as applicable, shall not be liable for any such Losses attributable
to the action or inaction of the Master Servicer, the Special Servicer, the Trustee (with respect to the Certificate Administrator),
the Certificate Administrator (with respect to the Trustee), the Depositor or the Holders of the Class R Certificates nor for
any such Losses resulting from any actions or failure to act based upon reliance on an Opinion of Counsel or from misinformation
provided by the Master Servicer, the Special Servicer, the Trustee (with respect to the Certificate Administrator), the Certificate
Administrator (with respect to the Trustee), the Depositor or the Holders of the Class R Certificates on which the Trustee or
the Certificate Administrator, as the case may be, has relied. The foregoing shall not be deemed to limit or restrict the rights
and remedies of the Holders of the Class R Certificates now or hereafter existing at law or in equity. The Trustee or the Certificate
Administrator shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its
defense.


 


Section
12.5     Grantor Trust.


 


(a)         Any
Class V Specific Grantor Trust Assets held in the Grantor Trust, consisting of the right to any Excess Interest in respect of the
ARD Mortgage Loans and the Excess Interest Sub-account, shall be held by the Certificate Administrator on behalf of the Trustee
for the benefit of the Holders of the Class V Grantor Trust Interest, represented by the Class V Certificates, which Class V Certificates,
in the aggregate, shall evidence 100% beneficial ownership of such assets from and after the Closing Date.


 


(b)         [Reserved]


 


(c)         Under
no circumstances may the Certificate Administrator vary the assets of the Grantor Trust so as to take advantage of variations in
the market so as to improve the rate of return of Holders of the Class V Certificates. The Certificate Administrator shall be deemed
to hold and shall account for the assets of the Grantor Trust separate and apart from the assets of REMIC I, REMIC II
and REMIC III created hereunder.


 


(d)         The
parties intend that the portions of the Trust consisting of the Grantor Trust shall constitute, and that the affairs of the Trust
(exclusive of the REMIC Pools) shall be conducted so as to qualify such portion as, a “grantor trust” under the Code,
as an “investment trust” under Treasury Regulations Section 301.7701-4(c), and as a “domestic trust” under
Treasury Regulations Section 301.7701-7, and the provisions hereof shall be interpreted consistently with this intention. In furtherance
of such intention, the Certificate Administrator shall furnish or cause to be furnished to Holders of the Class V Certificates
and shall file, or cause to be filed with the Internal Revenue Service, Form 1041 (or, if the Grantor Trust is a


 



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WHFIT, information
will be provided on Form 1099) or such other form as may be applicable, at the time and in the manner required by the Code, indicating
their respective shares of income and deductions with respect to such grantor trust, as such amounts accrue or are received, as
the case may be.


 


(e)         The
Grantor Trust is a WHFIT that is a WHMT.


 


Section
12.6     Grantor Trust Reporting Requirements.


 


(a)          The
Certificate Administrator will report as required under the WHFIT Regulations to the extent such information that is reasonably
necessary to enable the Certificate Administrator to do so, and that is not already in its possession, is provided to the Certificate
Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that Depository 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 rely on the first (1st) sentence of
this paragraph and shall be entitled to indemnification in accordance with the terms of this Agreement if the Internal Revenue
Service makes a determination that the first (1st) sentence of this paragraph is incorrect.


 


(b)         The
Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or 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 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.


 


(c)          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 that is not already in its
possession being provided to the Certificate Administrator, or (ii) incomplete, inaccurate or untimely information being provided
to the Certificate Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of
an interest in a WHFIT, 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 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.


 


(d)         To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A
CUSIPs. The Certificate Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the
extent CUSIPs have been received. Absent the


 



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receipt of a 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.


 


ARTICLE
XIII

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
13.1      Intent of the Parties; Reasonableness. Except
with respect to Section 13.9, Section 13.10 and Section 13.11, the parties hereto acknowledge and agree that
the purpose of this Article XIII is to facilitate compliance by the Depositor with the provisions of Regulation AB and
related rules and regulations of the Commission. Neither the Depositor nor the Certificate Administrator shall exercise its right
to request delivery of information or other performance under these provisions other than in reasonable good faith, or (except
with respect to Section 13.9, Section 13.10 or Section 13.11) 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, whether due to
interpretive guidance provided by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made
by the Depositor or the Certificate Administrator in good faith for delivery of information under these provisions on the basis
of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and
are not “grandfathered” and do not mandate compliance). In connection with the Morgan Stanley Capital I Trust 2015-UBS8
transaction, each of the parties to this Agreement shall cooperate fully with the Depositor and the Certificate Administrator,
as applicable, to deliver or make available to the Depositor or the Certificate Administrator, as applicable (including any of
their assignees or designees), any and all statements, reports, certifications, records and any other information in its possession
and necessary in the reasonable good faith determination of the Depositor or the Certificate Administrator, as applicable, to
permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer,
the Special Servicer, the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator, as applicable, and any
Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate Administrator, as
applicable, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, the
Custodian, any Sub-Servicer or the Special Servicer are responsible for filing any Exchange Act report with the Commission on
behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written request
made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide information in sufficient
time to allow the Depositor or the Certificate Administrator, as applicable, to satisfy any related filing requirements. For purposes
of this Article XIII, 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
13.2     Information to be Provided by the Master Servicer, the Special Servicer, the Custodian, any Primary Servicer
and the Certificate Administrator.


 



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(a)         For
so long as the Trust, and with respect to any Serviced Companion Loan that is deposited into an Other Securitization, such Other
Securitization, is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee,
the Custodian and the Certificate Administrator shall (and each of the Master Servicer, the Special Servicer, the Trustee, the
Custodian and the Certificate Administrator, as applicable, shall (a) use commercially reasonable efforts to cause each Sub-Servicer
(other than any party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date
with respect to the Mortgage Loans and (b) cause each Sub-Servicer (other than any party to this Agreement) with which it has entered
into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to) (i) notify the Depositor, or the depositor
in the Other Securitization with respect to the related Serviced Companion Loan, in writing of (A) any litigation or governmental
proceedings pending against the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Certificate Administrator
or such Sub-Servicer, as the case may be, or with respect to any of its property, that, in each such case, would be material to
Certificateholders and (B) any affiliations of the type described in Item 1119 of Regulation AB or relationships of the type described
in Item 1119 of Regulation AB that develop following the Closing Date between the Master Servicer, the Special Servicer, the Trustee,
the Custodian or the Certificate Administrator (or, if applicable, any Sub-Servicer) (and any other parties identified in writing
by the requesting party), on the one hand, and any other such party on the other, as the case may be, as such affiliation or relationship
relates to the Morgan Stanley Capital I Trust 2015-UBS8 transaction
(or an Other Securitization, if applicable), and (ii) provide to the Depositor a description of such legal proceedings, affiliations
or relationships, in each case, in a form that would enable the Depositor to satisfy its reporting obligations under Item 1117
or 1119 of Regulation AB, as applicable.


 


(b)         In
connection with the succession to the Master Servicer, the Special Servicer, the Custodian, any Additional Servicer, any Sub-Servicer
or the Trustee as servicer or trustee under this Agreement by any Person (i) into which the Master Servicer, the Special Servicer,
the Custodian, any Additional Servicer, any Sub-Servicer or the Trustee, as the case may be, may be merged or consolidated, or
(ii) which may be appointed as a successor to the Master Servicer, the Special Servicer, the Custodian, any Additional Servicer,
any Sub-Servicer or the Trustee, as the case may be, the Master Servicer, the Special Servicer, the Custodian, any Additional Servicer,
any Sub-Servicer or the Trustee, as the case may be, shall (and each of the Master Servicer, the Special Servicer, the Custodian
or the Trustee, as applicable, shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer
(other than any party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date
with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer (other than any party to this Agreement)
with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to) provide
to the Depositor, at least fifteen (15) calendar days prior to the effective date of such succession or appointment, as long as
such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise
no later than the effective date of such succession or appointment, (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 reasonably requested by
the Depositor so that it may comply with its reporting obligation under Item 6.02 of Form 8-K as it relates to the Servicing Function
with respect to any class of Certificates.


 



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(c)          With
respect to any Serviced Companion Loan that is deposited into an Other Securitization, the Master Servicer, the Special Servicer,
the Trustee, the Custodian and the Certificate Administrator shall, to the extent the out-of-pocket cost thereof (including any
reasonable attorney fees) is paid or caused to be paid by the applicable party set forth below in this Section 13.2(c),
take all actions reasonably requested of it to enable such Other Securitization to comply with Regulation AB. For the avoidance
of doubt and without limiting the foregoing, the Master Servicer, the Special Servicer, the Trustee, the Custodian and the Certificate
Administrator shall, if requested by the depositor for such Other Securitization, provide disclosure (in substantially the same
form as the disclosure provided by it in the Prospectus Supplement, to the extent reasonably necessary to comply with Regulation
AB) regarding the Master Servicer, the Special Servicer, the Trustee, the Custodian and the Certificate Administrator, respectively,
as reasonably and in good faith determined by the depositor in such Other Securitization to be required by Regulation AB for inclusion
in disclosure documents with respect to such Other Securitization, together with an opinion of counsel as to the compliance of
such disclosure with the requirements of Regulation AB and indemnification substantially similar to that provided in connection
with the offering of the Certificates regarding damages incurred in connection with the non-compliance with the requirements of
Regulation AB relating to the disclosure referred to in this sentence.


 


The out-of-pocket cost
of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf of the Master
Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator pursuant to this Section 13.2(c)
shall be paid or caused to be paid (pursuant to a payment arrangement reasonably acceptable to the delivering party and the receiving
party and agreed to as a condition precedent to delivery of such items) by the applicable Seller that transferred the related Serviced
Companion Loan to the related Other Depositor for inclusion in such Other Securitization; provided, that if any such information
is provided in connection with the termination, removal, resignation or any other replacement of the Master Servicer, the Special
Servicer, the Trustee, the Custodian or the Certificate Administrator under this Agreement, the out-of-pocket cost of the information,
opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf of the Master Servicer, the Special
Servicer, the Trustee, the Custodian or the Certificate Administrator, as the case may be, pursuant to this Section 13.2(c)
shall be paid or caused to be paid by the same party or parties required to pay the costs and expenses relating to such termination,
removal, resignation or other replacement pursuant to this Agreement.


 


(d)         If
any Person appointed as a subcontractor or agent of the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee,
the Custodian or the Certificate Administrator (whether appointed directly by such party or by a Sub-Servicer or subcontractor
or agent) would be a Servicing Function Participant, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee,
the Custodian or the Certificate Administrator, as the case may be, shall promptly following request provide to the Depositor and
the Certificate Administrator a written description (in form and substance satisfactory to the Depositor) of the role and function
of such Person, which description shall include (i) the identity of such subcontractor, and (ii) which elements of the Servicing
Criteria will be addressed in the assessments of compliance to be provided by such subcontractor or agent. In addition, except
with respect to any Seller Sub-Servicer under a sub-servicing agreement effective as of the Closing Date, if any Sub-Servicer,
or any subcontractor or agent described above, would be a “servicer” within the meaning of Item


 



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1101 of Regulation
AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, the engagement of such Person in such capacity
shall not be effective unless and until five (5) Business Days have elapsed following the delivery of notice of the proposed engagement
and the related agreement to the Depositor and the Certificate Administrator. Such notice shall contain all information reasonably
necessary, and in such form as may be necessary, to enable the Certificate Administrator to accurately and timely report the event
under Item 6.02 of Form 8-K pursuant to Section 13.7 (if such reports under the Exchange Act are required to be filed under
the Exchange Act).


 


(e)         Each
of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian, the Certificate Administrator and the Trustee shall
(i) terminate, in accordance with the related sub-servicing agreement, any Sub-Servicer with which it has entered into such sub-servicing
agreement, if such Sub-Servicer is in breach of any of its obligations under such sub-servicing agreement whose purpose is to facilitate
compliance by the Depositor with the reporting requirements of the Exchange Act or with the provisions of Regulation AB and the
related rules and regulations of the Commission; and (ii) cause each such sub-servicing agreement to entitle the Depositor to terminate
such sub-servicing agreement upon any such breach without the consent of any other Person. The Depositor is hereby authorized to
exercise the rights described in the preceding clause (ii) in its sole discretion.


 


Section
13.3     Filing Obligations. The Master Servicer, the
Special Servicer, the Certificate Administrator, the Custodian, the Trustee and each Sub-Servicer shall (and the Master
Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and each Sub-Servicer, as
applicable, shall (a) use commercially reasonable efforts to cause each Sub-Servicer (other than any party to this Agreement)
with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans
and (b) cause each Sub-Servicer (other than any party to this Agreement) with which it has entered into a servicing
relationship after the Closing Date with respect to the Mortgage Loans, to) reasonably cooperate with the Depositor in
connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act.


 


Section
13.4      Form 10-D Filings.


 


Within 15 calendar days
after each Distribution Date (or, if such 15th day is not a Business Day, the immediately preceding Business Day) (the
“10-D Filing Deadline”) (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 and as approved by the Depositor. The Certificate Administrator shall file each Form 10-D with a copy of the related
Distribution Date Statement attached thereto. Any necessary disclosure in addition to the Distribution Date Statement that is required
to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the immediately succeeding
paragraph, be reported by the parties set forth on Schedule XI and directed to the Depositor and the Certificate Administrator
(or the Master Servicer, as specified in the immediately succeeding paragraph) for approval by the Depositor. The Certificate Administrator
will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than
such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XI) absent such reporting, direction
and approval. The Certificate


 



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Administrator
shall include in any Form 10-D filed by it (i) to the extent such information is provided to the Certificate Administrator by
the Depositor for inclusion therein, (a) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets
of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties and (b) a
reference to the most recent Form ABS-15G filed by the Depositor and each Seller, if applicable, and the Commission assigned “Central
Index Key” number for each such filer, (ii) to the extent such information is provided to the Certificate Administrator
by the Master Servicer for inclusion therein within the time period described in the immediately succeeding paragraph, the balances
of the Collection Account and any REO Account as of the related Distribution Date and as of the immediately preceding Distribution
Date and (iii) the balances of the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and the TA Unused Fees Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of
such information (including the dates as of which such information is presented) in accordance with applicable laws and regulations.


 


For so long as the
Trust is subject to the reporting requirements of the Exchange Act, within five (5) calendar days after the related Distribution
Date, each Person identified on Schedule XI shall be required to provide to the Depositor and the Certificate Administrator
(or, with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor and the trustee
in such Other Securitization), to the extent known by such person, the form and substance of the corresponding Additional Form
10-D Disclosure set forth on Schedule XI, if applicable, and in a form readily convertible to an EDGAR-compatible format,
or in such other form as otherwise agreed by the Depositor, the Certificate Administrator and such party; provided, that
information relating to any REO Account to be reported under Item 8: Other Information on Schedule XI shall be reported
by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date. Any such Additional
Form 10-D Disclosure to be delivered to the Certificate Administrator shall be delivered to it via email at cts.sec.notifications@wellsfargo.com.
Each Person set forth on Schedule XI hereto shall include with such Additional Form 10-D Disclosure an Additional Disclosure
Notification in the form attached hereto as Schedule XIV. The Certificate Administrator shall provide prompt notice to the
Depositor (or, with respect to a Serviced Companion Loan deposited into an Other Securitization, the depositor and the trustee
in such Other Securitization) to the extent the Certificate Administrator is notified of an event reportable on Form 10-D for which
it has not received the necessary Additional Form 10-D Disclosure from such party. The Certificate Administrator shall have no
duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule XI of their duties under
this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless
otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the second (2nd)
calendar day after such fifth (5th) calendar day after the related Distribution Date, the Certificate Administrator
shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible
for any reasonable fees charged and out-of-pocket expenses incurred by the Certificate Administrator in connection with including
any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. Any notice delivered to the Certificate Administrator
pursuant to this paragraph shall be delivered by facsimile to (410) 715-2380 and by email to


 



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cts.sec.notifications@wellsfargo.com,
or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing.


 


On or prior to the
end of business on the 11th calendar day (or, if such day is not a Business Day, the immediately preceding Business
Day) after the related Distribution Date the Certificate Administrator shall prepare and deliver electronically the Form 10-D to
the Depositor for review. No later than the end of business on the 12th calendar day after the related Distribution
Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes
to such Form 10-D. No later than the end of business on the 13th calendar day after the related Distribution Date, the
Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of its approval of such
Form 10-D, and 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. 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 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 90 days.” The Depositor hereby instructs the Certificate
Administrator, with respect to each Form 10-D, to check “yes” for each item unless the Certificate Administrator has
received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no”
for an item which notice shall be delivered to the Certificate Administrator no later than the end of business on the 5th
calendar day after the related Distribution Date. The Certificate Administrator shall (a) file such Form 10-D not later than 5:30
p.m. (New York City time) on the 10-D Filing Deadline or (b) use commercially reasonable best efforts to file such Form 10-D, if
the Certificate Administrator received the signed Form 10-D after the signing deadline set forth in Section 13.14, not later
than 5:30 p.m. (New York City time) on the 10-D Filing Deadline; provided that if the Certificate Administrator cannot file
the Form 10-D prior to the deadline set forth in the immediately preceding clause (b), the Certificate Administrator shall file
such Form 10-D as soon as possible thereafter. 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 13.8(b). After filing with
the Commission, the Certificate Administrator shall promptly, pursuant to Section 5.4, make available on its internet website
a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge
(and each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the performance by
the Certificate Administrator of its duties under this Section 13.4 related to the timely preparation and filing of Form
10-D is contingent upon such parties (and, to the extent applicable, any Additional Servicer or Servicing Function Participant)
observing all applicable deadlines in the performance of their duties under this Section 13.4. 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 or 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 other party hereto needed to prepare, arrange for execution or file
such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. Any notices or draft Form 10-D delivered
to the Depositor pursuant to this Section 13.4 shall be delivered by email to


  






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cmbs_filings@morganstanley.com, or
such other address as may hereafter be furnished by the Depositor to the other parties in writing.


 


Section
13.5     Form 10-K Filing. On or prior to 5:30 p.m. (New York City time) on the 90th calendar day
(or if such day is not a Business Day, the immediately preceding Business Day) after the end of each fiscal year of the Trust
or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood
that the fiscal year for the Trust ends on December 31st of each year), 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 each Certifying Servicer, as set
forth under Section 13.9, (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for each Reporting
Servicer, as set forth under Section 13.10, and (B) if any Reporting Servicer’s report on assessment of compliance
with Servicing Criteria described under Section 13.10 identifies any material instance of noncompliance, disclosure identifying
such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with Servicing Criteria
described under Section 13.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation as to why such report is not included, (iii)(A) the registered public accounting firm attestation report for
each Reporting Servicer, as set forth under Section 13.11, and (B) if any registered public accounting firm attestation
report described under Section 13.11 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 as to why such report is not included, and (iv) a Sarbanes-Oxley
Certification as set forth in Section 13.6. 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 paragraph immediately
below, be reported by the parties set forth on Schedule XII and directed to the Depositor and the Certificate Administrator
for approval by the Depositor. The Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it
as set forth on Schedule XII) absent such reporting, direction and approval.


 


For so long as the
Trust, and, with respect to any Serviced Companion Loan, the trust in the related Other Securitization, are subject to the reporting
requirements of the Exchange Act, no later than March 7th of each year subsequent to the fiscal year that the Trust
is subject to the Exchange Act reporting requirements, commencing in 2016, each Person identified on Schedule XII shall
be required to provide to the Depositor (or, with respect to any Serviced Companion Loan that is deposited into an Other Securitization,
the depositor and the trustee in such Other Securitization) and the Certificate Administrator, to the extent known by such Person,
the form and substance of the corresponding Additional Form 10-K Disclosure as set forth on Schedule XII, if applicable,
and in a form that is readily convertible to an EDGAR-compatible form (to the extent available to such party in such format), or
in such other form as otherwise agreed by the Depositor, the Certificate Administrator and such Person. Any such Additional Form
10-K Disclosure to be delivered to the Certificate Administrator shall be delivered to it via email at cts.sec.notifications@wellsfargo.com.
Each Person set forth on Schedule XII hereto shall


 



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include with such Additional Form 10-K Disclosure an Additional Disclosure
Notification in the form attached hereto as Schedule XIV. The Certificate Administrator shall, at any time prior to filing
the related Form 10-K, provide prompt notice to the Depositor to the extent the Certificate Administrator is notified of an event
reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from such party. The Certificate
Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule XII
of their duties under this paragraph or to proactively solicit or procure from such parties any Additional Form 10-K Disclosure
information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor
by March 15th, the Certificate Administrator shall include the form and substance of the Additional Form 10-K Disclosure
on the related Form 10-K. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred
by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
paragraph. Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to
(410) 715-2380 and by email to cts.sec.notifications@wellsfargo.com, or such other address as may hereafter be furnished
by the Certificate Administrator to the other parties in writing.


 


On or prior to the
end of business on March 23rd (or, if such day is not a Business Day, the immediately preceding Business Day), the Certificate
Administrator shall prepare and deliver electronically a draft copy of the Form 10-K to the Depositor for review. No later than
5:00 p.m. (New York City time) on the 3rd Business Day prior to the 10-K Filing Deadline, a senior officer in charge
of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with
an original executed hard copy to follow by overnight mail) to the Certificate Administrator. 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 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 90 days.” The Depositor hereby instructs
the Certificate Administrator, with respect to each Form 10-K, to check “yes” for each item unless the Certificate
Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should
be “no” for an item which notice shall be delivered to the Certificate Administrator no later than 5:00 p.m. (New York
City time) on the 15th calendar day of March in any year in which the Trust is required to file a Form 10-K. The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K. 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 will follow the procedures
set forth in Section 13.8(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section
5.4, make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at the address identified in Section 14.5. The parties to this Agreement
acknowledge (and each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the performance
by the Certificate Administrator of its duties under this Section 13.5 related to the timely preparation and filing of Form
10-K is contingent upon such parties (and, to the extent applicable, any Additional Servicer or Servicing Function Participant)
observing all applicable deadlines in the performance of their duties under this Article XIII. The Certificate Administrator
shall have no liability with respect to any failure to properly prepare, arrange for


 



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execution or file such Form 10-K resulting
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 10-K on a timely basis, not resulting from its own negligence,
bad faith or willful misconduct. Any notices or draft Form 10-K delivered to the Depositor pursuant to this Section 13.5
shall be delivered by email to cmbs_filings@morganstanley.com, or such other address as may hereafter be furnished by the
Depositor to the other parties in writing.


 


If a Form 10-K is permitted
to be filed notwithstanding any missing information for inclusion therein, the Certificate Administrator shall nonetheless file
such Form 10-K and, if Regulation AB (or Form 10-K itself) permits the inclusion of an explanation why such information is missing,
the Certificate Administrator shall include such explanation of the circumstances (such explanation to be based solely on such
notice regarding the same as may have been delivered to the Certificate Administrator by the person responsible for the missing
information).


 


Section
13.6     Sarbanes-Oxley Certification.


 


Each Form 10-K shall
include a certification (the “Sarbanes-Oxley Certification”), exactly as set forth in Exhibit P-1 attached
hereto, required to be included therewith pursuant to the Sarbanes-Oxley Act. Each Reporting Servicer shall provide, and each Reporting
Servicer shall (a) use commercially reasonable efforts to cause each Servicing Function Participant (other than any party to this
Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage
Loans and (b) cause each Servicing Function Participant (other than any party to this Agreement) with which it has entered into
a servicing relationship after the Closing Date with respect to the Mortgage Loans to provide, to the Person who signs the Sarbanes-Oxley
Certification (the “Certifying Person”), by noon (New York City time) on March 10th (with no grace
period) of each year subsequent to the fiscal year in which the Trust is subject to the reporting requirements of the Exchange
Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit P-2,
upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers,
directors and Affiliates (collectively with the Certifying Person, the “Certification Parties”) can reasonably
rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust.
Such officer of the Certifying Person can be contacted at the address identified in Section 14.5. If 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 Performance Certification and a reliance certificate to
the Certifying Person pursuant to this Section 13.6 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 Performance Certification
shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement
(as applicable) provided pursuant to Section 13.9, (ii) annual report on assessment of compliance with Servicing Criteria
provided pursuant to Section 13.10 and (iii) registered public accounting firm attestation report provided pursuant to Section
13.11 and shall include a certification that each such annual report on assessment of compliance discloses any material instances
of noncompliance described to the


 



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registered public accountants of such Reporting Servicer to enable such accountants to render
the attestation provided for in Section 13.11.


 


If any Serviced Companion
Loan is deposited into a commercial mortgage securitization, and the applicable Reporting Servicer is provided with timely and
complete contact information for the parties to the Other Securitization and the person signing the Other Securitization’s
Sarbanes-Oxley Certification, such Reporting Servicer shall provide to the Person who signs the Sarbanes-Oxley Certification with
respect to an Other Securitization a Performance Certification (which shall address the matters contained in the Performance Certification,
but solely with respect to the related Serviced Companion Loan), upon which such certifying person, the entity for which the certifying
person acts as an officer, and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any
Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall
use its commercially reasonable efforts to procure a Sarbanes-Oxley back-up certification from the Non-Serviced Mortgage Loan Master
Servicer, Non-Serviced Mortgage Loan Special Servicer, Non-Serviced Mortgage Loan Certificate Administrator, Non-Serviced Mortgage
Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to a Performance Certification or in the
form specified in the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to
the Certificate Administrator and the Depositor any such Sarbanes-Oxley back-up certification received by the Master Servicer.


 


Section
13.7     Form 8-K Filings.


 


Within four (4) Business
Days after the occurrence of an event requiring disclosure (the “8-K Filing Deadline”) under Form 8-K (each
a “Reportable Event”), the Certificate Administrator, at the direction of the Depositor, 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
paragraph immediately below, be reported by any party set forth on Schedule XIII to which such Reportable Event relates
and such Form 8-K Disclosure Information shall be directed to the Depositor and the Certificate Administrator for approval by the
Depositor. The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form
8-K Disclosure Information (other than such Form 8-K Disclosure Information which is to be reported by it as set forth on Schedule
XIII) absent such reporting, direction and approval.


 


As set forth on Schedule
XIII hereto, for so long as the Trust, and, with respect to any Serviced Companion Loan, the trust in the related Other Securitization,
are subject to the Exchange Act reporting requirements, no later than noon (New York City time) on the second (2nd)
Business Day after the occurrence of a Reportable Event the applicable Person identified on such Schedule XIII shall be
required to provide written notice to the Depositor (or with respect to any Serviced Companion Loan that is deposited into an Other
Securitization, the depositor and the trustee in such Other Securitization) and the Certificate Administrator of, to the extent
known by such Person, the form and substance of the corresponding Form 8-K Disclosure Information, as set forth on Schedule
XIII, if applicable, and in a form that is readily convertible to an


 



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EDGAR-compatible form (to the extent available to such
party in such format), or in such other form as otherwise agreed by the Depositor, the Certificate Administrator and such Party.
Each Person set forth on Schedule XIII hereto shall include with such Form 8-K Disclosure Information an Additional Disclosure
Notification in the form attached hereto as Schedule XIV. Unless otherwise directed by the Depositor, and subject to any
comments received to such disclosure from the Depositor by the close of business on the second (2nd) Business Day after
such Reportable Event, the Certificate Administrator shall include the form and substance of the Form 8-K Disclosure Information
on the related Form 8-K. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred
by the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this
paragraph. Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to
(410) 715-2380 and by email to cts.sec.notifications@wellsfargo.com, or such other address as may hereafter be furnished
by the Certificate Administrator to the other parties in writing.


 


No later than noon
(New York City time) on the 3rd Business Day after the Reportable Event, the Certificate Administrator shall prepare
the Form 8-K. No later than the end of business on the 3rd Business Day after the Reportable Event, the Depositor (or
with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor in such Other Securitization)
shall sign the Form 8-K. If so directed by the Depositor, the Certificate Administrator shall (a) file such Form 8-K not later
than 5:30 p.m. (New York City time) on the 4th Business Day after the related Reportable Event or (b) use reasonable
best efforts to file such Form 8-K, if the Certificate Administrator received the signed Form 8-K after the end of business on
the 3rd Business Day after the Reportable Event, not later than 5:30 pm (New York City time) on the 4th Business
Day after the related Reportable Event; provided that if the Certificate Administrator cannot file the Form 8-K prior to
the deadline set forth in the immediately preceding clause (b), the Certificate Administrator shall file such Form 8-K as soon
as possible thereafter. 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 13.8(b). After filing with the Commission, the Certificate
Administrator will, pursuant to Section 5.4, make available on its internet website a final executed copy of each Form 8-K
prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge (and each Additional Servicer and
each Servicing Function Participant shall be required to acknowledge) that the performance by the Certificate Administrator of
its duties under this Section 13.7 related to the timely preparation and filing of Form 8-K is contingent upon such parties
(and, to the extent applicable, any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in
the performance of their duties under this Section 13.7. 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 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 any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence,
bad faith or willful misconduct; provided that the Certificate Administrator shall prepare, arrange for execution and file
such Form 8-K where such information from such other party is not received on a timely basis or not provided by such other party.
Any notices or draft Form 8-K delivered to the Depositor pursuant to this Section 13.7 shall be delivered by email to cmbs_filings@morganstanley.com,
or such other address as may hereafter be furnished by the Depositor to the other parties in writing.


 



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Notwithstanding
the second preceding paragraph, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian,
each Sub-Servicer and each Servicing Function Participant, shall promptly notify (and the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Custodian, each Sub-Servicer and each Servicing Function Participant shall (a)
use commercially reasonable efforts to cause each Sub-Servicer and each Servicing Function Participant (other than any party to
this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage
Loans and (b) cause each Sub-Servicer and each Servicing Function Participant (other than any party to this Agreement) with which
it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to promptly notify) the
Depositor and the Certificate Administrator, but in no event later than noon on the second (2nd) Business Day after
its occurrence, of any Reportable Event of which it has actual knowledge to the extent such party is identified as a “Responsible
Party” on Schedule XIII with regard to such Reportable Event.


 


Section
13.8          Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports.


 


(a)          On
or before January 30 of the first year in which the Certificate Administrator is able to do so under applicable law, the Certificate
Administrator, at the direction of the Depositor, shall prepare and file any form necessary to be filed with the Commission to
suspend reporting in respect of the Trust under the Exchange Act. After the filing of any such form, the obligations of the parties
to this Agreement under Sections 13.2(b), 13.4, 13.5, 13.6 and 13.7 shall be suspended
for so long as neither the Trust nor, with respect to any Serviced Companion Loan, the trust in the related Other Securitization,
is subject to the reporting requirements of the Exchange Act. The Certificate Administrator shall provide each Reporting Servicer
and each Seller with prompt written notice (which notice may be sent via facsimile or by email) if the Certificate Administrator
files any such forms that effectuates the suspension of the Trust’s Exchange Act reporting obligations pursuant to this
Section 13.8(a).


 


(b)          The
Certificate Administrator shall promptly notify the Depositor (which notice may be sent by facsimile or by email and which shall
include the identity of those Reporting Servicers who did not deliver such information) and each Reporting Servicer that failed
to deliver such information required to be delivered by it under this Agreement, if all, or any portion of, any required disclosure
information to be included in any Form 8-K, Form 10-D or Form 10-K required to be filed pursuant to this Agreement is not delivered
to it within the delivery deadlines set forth in this Agreement (including annual compliance statements pursuant to Section
13.9, annual reports on assessment of compliance with servicing criteria pursuant to Section 13.10 and attestation
reports pursuant to Section 13.11). If the Certificate Administrator is unable to timely file with the Commission all or
any required portion of any Form 8-K, Form 10-D or Form 10-K required to be filed by this Agreement because required disclosure
information either was not delivered to it or was delivered to it after the delivery deadlines set forth in this Agreement or
for any other reason, the Certificate Administrator shall promptly notify the Depositor (which may be sent by facsimile or by
email, and which notice shall include the identity of those Reporting Servicers who either did not deliver such information or
delivered such information to it after the delivery deadlines set forth in this Agreement) and each Reporting Servicer that failed
to make such delivery. In the case of Form 10-D and Form 10-K,


 



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each such Reporting Servicer shall reasonably cooperate with the
Depositor and the Certificate Administrator to prepare and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable,
pursuant to Rule 12b-25 of the Exchange Act, which forms shall be filed no later than one calendar day after the original due
date for the related Form 10-D or Form 10-K, as applicable. In the case of Form 8-K, the Certificate Administrator shall, 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 Form 10-D that is required to be filed on behalf of the Trust. If any previously filed Form 8-K, Form
10-D or Form 10-K needs to be amended, the Certificate Administrator shall notify the Depositor and such other parties as may
be required and such parties shall reasonably cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any form
filed under Section 13.8(a), Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed, in the case
of form filed under Section 13.8(a), Form 12b-25 or any amendment to Form 8-K or Form 10-D, by a duly authorized officer
of the Depositor, and in the case of Form 10-K, by a senior officer of the Depositor in charge of securitization. The parties
to this Agreement acknowledge (and each Additional Servicer and each Servicing Function Participant shall be required to acknowledge)
that the performance by the Certificate Administrator of its duties under this Section 13.8 related to the timely preparation
and filing of any form filed under Section 13.8(a), a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K
is contingent upon such parties (and, to the extent applicable, any Additional Servicer or Servicing Function Participant) performing
their duties under this Section 13.8(b). 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 and/or timely file any such form filed under Section
13.8(a), Form 12b-25 or any amendments to Forms 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 filed under Section 13.8(a), Form 12b-25 or any amendments to Forms 8-K,
10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section
13.9          Annual Compliance Statements.


 


The
Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, and, if it has made an Advance during the
applicable calendar year, the Trustee (each a “Certifying Servicer”) shall (and the Master Servicer, the Special
Servicer, the Certificate Administrator and the Custodian shall (a) use commercially reasonable efforts to cause each Additional
Servicer and each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect
to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing
relationship after the Closing Date with respect to the Mortgage Loans, to) deliver electronically to the Depositor, the Certificate
Administrator (who shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section
5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant
to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period), solely in the case of the Special Servicer to the Trust Advisor (during any Collective Consultation Period
and any Senior Consultation Period) and, solely in the case of the Master Servicer and the Special Servicer of any A/B Whole Loan
or Loan Pair, to the holder of the related Serviced B Note or Serviced Companion Loan, as applicable, on or


 






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before March 10th
with respect to any Certifying Servicer or on or before March 1st (or, if such day is not a Business Day, the
immediately succeeding Business Day), with respect to any Additional Servicer and each Sub-Servicer, or if any such day is not
a Business Day, the immediately preceding Business Day (with no cure period), with respect to the Master Servicer, the Special
Servicer, the Certificate Administrator or the Custodian, of each year, commencing in March 2016, an Officer’s Certificate
stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s or Additional Servicer’s, as the
case may be, activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s or Additional
Servicer’s, as the case may be, 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 or Additional Servicer’s, as the case may be,
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. Each Certifying Servicer shall, and the Master Servicer, the Special Servicer, the Certificate Administrator
and the Custodian shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which
it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, and (b) cause
each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date
with respect to the Mortgage Loans to, forward a copy of each such statement to the Rating Agencies (subject to Section 5.7)
and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period). Promptly
after receipt of each such Officer’s Certificate, the Depositor and, if applicable, the depositor under any Other Companion
Loan Pooling and Servicing Agreement, shall have the right to review such Officer’s Certificate and, if applicable, consult
with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer in the fulfillment
of any of the Certifying Servicer’s obligations hereunder, or any failures by an Additional Servicer retained by such Certifying
Servicer in the fulfillment of any of such Additional Servicer’s obligations under the applicable sub-servicing or primary
servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Sub-Servicer shall be required to deliver,
or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15, in the case of a Certifying Servicer,
or April 1, in the case of any Additional Servicer or any Sub-Servicer, in any given year so long as it has received written confirmation
(which shall be provided prior to March 1st) from the Certificate Administrator that a Form 10-K is not required to
be filed in respect of the Trust for the preceding calendar year.


 


If
any Serviced Companion Loan is deposited into an Other Securitization, each Certifying Servicer, to the extent applicable, shall
provide (within the time periods provided for under the related Other Companion Loan Pooling and Servicing Agreement to permit
such requesting party to comply with its reporting obligations thereunder), if requested by a party to the Other Companion Loan
Pooling and Servicing Agreement, an Officer’s Certificate as set forth in this Section. With respect to any Non-Serviced
Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use reasonable
best efforts to procure an Officer’s Certificate as set forth in this Section, or in the form specified in the applicable
Non-Serviced Mortgage Loan Pooling and Servicing Agreement,


 






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from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced
Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and the Non-Serviced Mortgage Loan Custodian
in form and substance similar to the Officer’s Certificate described in this Section. The Master Servicer shall promptly
forward to the Certificate Administrator and the Depositor any such Officer’s Certificate received by the Master Servicer.


 


Section
13.10          Annual Reports on Assessment of Compliance with Servicing Criteria.


 


By
March 10th of each year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure
period), commencing in March 2016, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Trust Advisor and, to the extent it
is a Servicing Function Participant, the Trustee, each at its own expense, shall furnish electronically (and each of the preceding
parties, as applicable, shall (a) use commercially reasonable efforts to cause, by March 1st (or, if such day is not
a Business Day, the immediately succeeding Business Day), each Servicing Function Participant (other than a party to this Agreement)
with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and
(b) cause, by March 1st (or, if such day is not a Business Day, the immediately succeeding Business Day), each Servicing
Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the
Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), to the Depositor, the Trustee, the Certificate
Administrator (who shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section
5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant
to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period) and, solely in the case of the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair,
to the holder of the related Serviced B Note or Serviced Companion Loan, as applicable, a report on an assessment of compliance
with the Relevant Servicing Criteria with respect to commercial mortgage backed securities transactions taken as a whole involving
such party 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 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 13.5,
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.


 


No
later than ten (10) Business Days after the end of each fiscal year for the Trust for which a Form 10-K is required to be filed,
the Master Servicer, the Special Servicer, the Custodian and the Trustee (if applicable) shall each forward to the Certificate
Administrator, the Depositor and each Seller, and the Certificate Administrator and the Depositor shall each forward to each Seller,
the name and address of each Additional Servicer and each Servicing


 






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Function Participant engaged by it and (other than with respect
to a notice to any Seller) what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared
by such Additional Servicer or Servicing Function Participant. When the Master Servicer, the Special Servicer, the Custodian,
the Trustee (if applicable) and each Sub-Servicer submit their respective assessments by March 1st (or the immediately
succeeding Business Day, if applicable) or March 10th, as applicable, to the Certificate Administrator, each such party
shall also at such time include, in its submission to the Certificate Administrator, the assessment (and attestation pursuant
to Section 13.11) of each Servicing Function Participant engaged by it. Not later than the end of each fiscal year for
which the Trust (or any other securitization trust which owns a Serviced Companion Loan or a Non-Serviced Companion Loan) is required
to file a Form 10-K and upon written request, the Certificate Administrator shall provide to each Seller written notice of any
change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement.


 


Promptly
after receipt of each such report on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other
Companion Loan Pooling and Servicing Agreement, shall have the right to review each such report and, if applicable, consult with
the Master Servicer, the Custodian, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable)
and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing
Criteria by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable),
the Custodian or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the
assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Schedule X and notify
the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee (if applicable),
the Custodian or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any
such reports until April 15 in the case of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the
Trustee (if applicable), or April 1 in the case of any Servicing Function Participant, in any given year so long as it has received
written confirmation (which shall be provided prior to March 1st) from the Certificate Administrator that a Form 10-K
is not required to be filed in respect of the Trust for the preceding calendar year. If 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 the reports and statements pursuant to this Section 13.10 with respect
to the period of time it was subject to this Agreement or the applicable sub-servicing agreement or primary servicing agreement,
as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria
reported on an assessment of compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the
Custodian, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and
of itself, constitute a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided
for in this Agreement.


 


If
any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless
of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Custodian, the Certificate Administrator
and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable,


 






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shall (a) use commercially
reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered
into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing
Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the
Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion
Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation
as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan
Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report
on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11 from the Non-Serviced
Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator,
the Non-Serviced Mortgage Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the annual
report on assessment of compliance described in this Section and the attestation described in Section 13.11 or in the form
required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the
Certificate Administrator and the Depositor any such annual report on assessment of compliance received by the Master Servicer.


 


Section
13.11          Annual Independent Public Accountants’ Servicing Report.


 


By
March 10th of each year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure
period), commencing in March 2016, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the
Trust Advisor and, to the extent it is a Servicing Function Participant, the Trustee, each at its own expense, shall cause (and
each of the preceding parties, as applicable, shall (a) use commercially reasonable efforts to cause, by March 1st
(or, if such day is not a Business Day, the immediately succeeding Business Day), each Servicing Function Participant (other than
a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect
to the Mortgage Loans and (b) cause, by March 1st (or, if such day is not a Business Day, the immediately succeeding
Business Day), each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing
relationship after the Closing Date with respect to the Mortgage Loans, to cause, each at its own expense) a registered public
accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trust Advisor, the Trustee, the Custodian, such Sub-Servicer or such other Servicing Function Participant, as the case may
be) that is a member of the American Institute of Certified Public Accountants to furnish electronically a report to the Depositor,
the Trustee, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator’s Website
pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s
Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period
and any Collective Consultation Period), solely in the case of the Special Servicer to the Trust Advisor (during any Collective
Consultation Period and any Senior Consultation Period), and, solely in the case of the Master Servicer and the Special Servicer
of any A/B Whole Loan or Loan Pair, to the holder of the related Serviced B Note or Serviced Companion Loan, as applicable, to
the effect that (i) it has obtained a representation regarding certain matters from the


 






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management of such Reporting Servicer,
which includes an assessment from such Reporting Servicer of its compliance with the Relevant Servicing Criteria, and (ii) on
the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted
by the PCAOB, it is expressing an opinion as to whether such Reporting Servicer’s compliance with the Relevant Servicing
Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria. If 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. Such report must be available for general
use and not contain restricted use language.


 


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor,
the Custodian or the Trustee (if applicable) (or any Sub-Servicer or Servicing Function Participant with which the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trust Advisor, the Custodian or the Trustee (if applicable) has entered
into a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement)), (i) the Depositor and,
if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review the
report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor,
the Trustee (if applicable), the Custodian, any Sub-Servicer or any such Servicing Function Participant as to the nature of any
material instance of noncompliance by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor,
the Trustee, the Custodian or any such Servicing Function Participant with the Servicing Criteria applicable to such Person, and
(ii) the Certificate Administrator shall confirm that each assessment submitted pursuant to Section 13.10 is coupled with
an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer, the Special
Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable), the Custodian or any Servicing Function
Participant shall not be required to deliver, or to endeavor to cause the delivery of, such reports until April 15 in the case
of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Custodian or the Trustee (if
applicable), or April 1, in the case of any Servicing Function Participant, in any given year so long as it has received written
confirmation from the Certificate Administrator that a Form 10-K is not required to be filed in respect of the Trust for the preceding
fiscal year.


 


Section
13.12          Indemnification.


 


Each
of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian and the Trust Advisor
(each an “Indemnifying Party”) shall indemnify and hold harmless each Certification Party (and, with respect
only to clauses (ii), (iii) and (iv) below, any comparable party in an Other Securitization), their respective
directors and officers, and each other person who controls any such entity within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act (each a “Certification Indemnitee”), against any and all expenses, losses,
claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts
paid in settlement of any claim or litigation arising out of or based upon: (i) an actual breach by the Indemnifying Party of
such Indemnifying Party’s representations under Section 3(xiv) of the related indemnification agreement in the case
of the Master Servicer, the Special Servicer, the Trustee, the Custodian or


 






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the Certificate Administrator or under Section
3(xix) of the related indemnification agreement in the case of the Trust Advisor, each dated the Pricing Date, between the
related Indemnifying Party, the Depositor, the Underwriters and the Initial Purchasers; (ii) the failure of any Indemnifying Party
to perform its obligations under this Article XIII; (iii) the failure of any Servicing Function Participant or Additional
Servicer retained by it (other than a Seller Sub-Servicer) to perform its obligations to the Depositor (or any depositor related
to any Other Securitization which owns any Serviced Companion Loan) or the Certificate Administrator (or any trustee or certificate
administrator related to any Other Securitization which owns any Serviced Companion Loan) under this Article XIII by the
time required after giving effect to any applicable grace period and cure period; (iv) any untrue statement or alleged untrue
statement of a material fact contained in any information (x) regarding the Indemnifying Party or any Servicing Function Participant,
Additional Servicer or subcontractor engaged by it (other than any Seller Sub-Servicer), (y) prepared by any such party described
in clause (x) 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 Indemnifying Party in connection with the performance of such Indemnifying Party’s
obligations described in this Article XIII, or the omission or alleged omission to state in any such information a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
that such Indemnifying Party shall be entitled to participate in any action arising out of the foregoing and the Depositor shall
consult with such Indemnifying Party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing
and any potential settlement terms related thereto; (v) negligence, bad faith or willful misconduct on the part of the Indemnifying
Party in the performance of such obligations; or (vi) any Deficient Exchange Act Deliverable with respect to such Indemnifying
Party.


 


In
addition, each of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian, the Certificate Administrator and
the Trustee shall cooperate (and require each Servicing Function Participant and Sub-Servicer retained by it to cooperate under
the applicable subservicing 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 regarding information (x) delivered by the Master Servicer,
the Special Servicer, the Trust Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant
or a Sub-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 party to prepare such information, which information is contained in a report (an “ARP 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
for inclusion in the Depositor’s response to the Commission, unless such Affected Reporting Party elects, with the consent
of the Depositor (which consent shall not be unreasonably denied, withheld or delayed),


 






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to directly communicate with the Commission
and negotiate a response and/or resolution with the Commission; provided, that if an Affected Reporting Party is a Servicing
Function Participant or Sub-Servicer retained by the Master Servicer or the Special Servicer, as applicable, the Master Servicer
or the Special Servicer, as applicable, shall require the Servicing Function Participant or Sub-Servicer to provide it with, and
the Master Servicer or the Special Servicer, as applicable, shall be entitled to receive, copies of all material communications
pursuant to this paragraph. If such election is made, the applicable Affected Reporting Party shall be responsible for directly
negotiating such response and/or resolution with the Commission 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 and copy the Depositor on
all correspondence with the Commission and provide the Depositor with the opportunity to participate (at the Depositor’s
expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor shall cooperate with such Affected
Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly
with the Commission with respect to any comments from the Commission relating to such Affected Reporting Party and to notify the
Commission of such authorization. The Depositor and such Affected Reporting Party shall cooperate and coordinate with one another
with respect to any requests made to the Commission 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 circumstances described in the first sentence of this paragraph (other than those
costs and expenses required to be at the Depositor’s expense as set forth above) and any amendments to any ARP Reports filed
with the Commission therewith 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 Trust Advisor, the Custodian, the Certificate Administrator
and the Trustee shall use commercially reasonable efforts to cause any Servicing Function Participant or Sub-Servicer retained
by it to comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement.


 


The
Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Custodian and the Trustee shall (a)
use commercially reasonable efforts to cause each Additional Servicer (other than a party to this Agreement) with which it has
entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional
Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date
with respect to the Mortgage Loans, to indemnify and hold harmless each Certification Party (and any comparable party in an Other
Securitization) from and against any 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) a breach of its obligations to
provide any of the annual compliance statements or annual assessment of servicing criteria or attestation reports pursuant to
this Agreement, or the applicable sub-servicing or primary servicing agreement, as applicable, (ii) negligence, bad faith or willful
misconduct on its part in the performance of such obligations thereunder or (iii) any Deficient Exchange Act Deliverable with
respect to such Additional Servicer.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the Special Servicer, the Trust Advisor, the


 






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Trustee, the Custodian and the Certificate Administrator, each Additional
Servicer or other Servicing Function Participant (the “Performing Party”) shall (and the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trust Advisor, the Custodian and the Trustee shall (a) use commercially reasonable
efforts to cause each Additional Servicer or other Servicing Function Participant with which it has entered into a servicing relationship
on or prior to the Closing Date with respect to the Mortgage Loans (other than a party to this Agreement) and (b) cause each Additional
Servicer or other Servicing Function Participant with which it has entered into a servicing relationship after the Closing Date
with respect to the Mortgage Loans (other than a party to this Agreement), to) 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 this Article XIII (or breach of its
representations or 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 otherwise comply with the requirements
of this Article XIII) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith.
The Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee shall
(a) use commercially reasonable efforts to cause each Additional Servicer or Servicing Function Participant with which it has
entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans (other than a party to
this Agreement) and (b) cause each Additional Servicer or Servicing Function Participant with which it has entered into a servicing
relationship after the Closing Date with respect to the Mortgage Loans (other than a party to this Agreement), to agree to the
foregoing indemnification and contribution obligations.


 


Promptly
after receipt by the Certification Party of notice of the commencement of any action, such Certification Party shall, if a claim
in respect thereof is to be made against an Indemnifying Party hereunder, notify in writing the Indemnifying Party of the commencement
thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability which it may have to the
Certification Party under this Agreement except to the extent that such omission to notify materially prejudices the Indemnifying
Party. In case any such action is brought against the Certification Party, after the Indemnifying Party has been notified of the
commencement of such action, such Indemnifying Party shall be entitled to participate therein (at its own expense) and, to the
extent that it may wish, shall be entitled to assume the defense thereof (jointly with any other Indemnifying Party similarly
notified) with counsel reasonably satisfactory to the Certification Party (which approval shall not be unreasonably withheld or
delayed), and after notice from the Indemnifying Party to the Certification Party of its election to so assume the defense thereof,
the Indemnifying Party shall not be liable to the Certification Party for any expenses subsequently incurred in connection with
the defense thereof other than reasonable costs of investigation. In any such proceeding, the Certification Party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Certification Party
unless (i) the Indemnifying Party and the Certification Party shall have agreed to the retention of such counsel, (ii) the named
parties to any such proceeding (including any impleaded parties and, in the case of an investigation by the Commission, any parties
that are, or whose reporting materials are, the subject of such investigation) include both the Indemnifying Party and the Certification
Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them or (iii)


 






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the Indemnifying Party fails within a reasonable period of time to designate counsel that is reasonably
satisfactory to the Certification Party (which approval shall not be unreasonably withheld or delayed). In no event shall the
Indemnifying Parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) in any one jurisdiction
separate from their own counsel for the Certification Party in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or circumstances. An Indemnifying Party shall not
be liable for any settlement of any proceeding effected without its written consent. However, if settled with such consent, the
Indemnifying Party shall indemnify the Certification Party from and against any loss or liability by reason of such settlement
to the extent that the Indemnifying Party is otherwise required to do so under this Agreement. If an Indemnifying Party assumes
the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the Certification Party (which
consent shall not be unreasonably withheld or delayed) or, if such settlement (i) provides for an unconditional release of the
Certification Party in connection with all matters relating to the proceeding that have been asserted against the Certification
Party in such proceeding by the other parties to such settlement and (ii) does not require an admission of fault by the Certification
Party, without the consent of the Certification Party.


 


Section
13.13          Amendments.


 


This
Article XIII, Schedule X, Schedule XI, Schedule XII and Schedule XIII may be amended by the
written consent of all of the parties hereto and, if any such amendment to Schedule X, Schedule XI, Schedule
XII and Schedule XIII adds additional reporting obligations for a Seller, with the consent of the related Seller, pursuant
to Section 14.3 (without, in each case, any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement) for purposes of
complying with Regulation AB or the Trust’s Exchange Act reporting obligations.


  


Section
13.14          Exchange Act Report Signatures.


 


Each
Form 8-K report, Form 10-D report and Form 10-K report shall be signed by the Depositor. The Depositor shall provide its signature
to the Certificate Administrator by electronic or fax transmission (with hard copy to follow by overnight mail) no later than
the end of business on the 13th calendar day following the related Distribution Date for Form 10-D, and not later than
the end of business on the 3rd Business Day after the Reportable Event for Form 8-K (provided, that in each
case the Certificate Administrator shall not file the related form until the Depositor has given its approval thereof). If a Form
8-K or Form 10-D cannot be filed on time or if a previously filed Form 8-K or Form 10-D needs to be amended, the Certificate Administrator
will follow the procedures set forth in this Article XIII. The signing party at the Depositor can be contacted at the address
identified in Section 14.5.


 


Section
13.15          Significant Obligors.


 


If
the Master Servicer is in receipt of the updated financial statements of a Significant Obligor for any calendar quarter (other
than the fourth calendar quarter of any calendar year) or the updated financial statements of the Significant Obligor for any
calendar year, it shall deliver


 






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to the Depositor and the Certificate Administrator, on or prior to May 25, August 25, November
25 or March 25 (with respect to first quarter, second quarter, third quarter and annual financial statements, respectively), or
if such day is not a Business Day, the immediately preceding Business Day, such financial statements of the Significant Obligor,
together with the net operating income of such Significant Obligor for the applicable period (x) as calculated by the Master Servicer
in accordance with CREFC® guidelines or (y) if such financial statement receipt occurs prior to the applicable deadline above,
but after May 11, August 11, November 11 or March 11 (with respect to first quarter, second quarter, third quarter and annual
financial statements, respectively), or if such day is not a Business Day, the immediately preceding Business Day, 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 a Significant Obligor with respect to the related Mortgage Loan within ten (10) 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 Depositor (or the Master Servicer shall cause a Sub-Servicer to notify the Depositor) that it has not
received such information. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account,
in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic financial statements
of the related Mortgagor under the related Mortgage Loan documents.


 


The
Master Servicer shall (or shall cause a Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer)
attempts to contact the Mortgagor with respect to the applicable Mortgage Loan to obtain the required financial information and
is unsuccessful and on or prior to May 18, August 18, November 18 or March 18 (with respect to first quarter, second quarter,
third quarter and annual financial statements, respectively), or if such day is not a Business Day, the immediately preceding
Business Day, shall deliver to the Certificate Administrator and the Depositor an Officer’s Certificate evidencing its attempts
to obtain this information. With respect to any Mortgaged Property that secures a Mortgage Loan that constitutes a “significant
obligor” (within the meaning of Item 1101(k) of Regulation AB), the Certificate Administrator shall use commercially reasonable
efforts to obtain from the related Other Depositor or its agent a similar officer’s certificate evidencing such Other Depositor’s
(or agent’s) attempts to obtain such information.


 


If
the Certificate Administrator has not received 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, it shall include the following statement with respect to Item 6 on the related Form 10-D or
Item 1112(b)(1) on the related Form 10-K: “The information required for this [Item 6] [Item 1112(b)(1)] rests with a person
or entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to
the extent required under the related pooling and servicing agreement, to obtain the information required for this [Item 6] [Item
1112(b)(1)], and the registrant has been unable to obtain such information to include on this [Form 10-D] [Form 10-K] by the related
filing deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange
Act of 1934, as amended” or such other statement as directed by the Depositor.


 






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With
respect to any Mortgaged Property that secures a Serviced Companion Loan that the Other Depositor has notified the Master Servicer
in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other
Securitization that includes such Serviced Companion Loan, the Master Servicer shall, if the Master Servicer is in receipt of
(i) the updated financial statements of such “significant obligor” for any calendar quarter (other than the fourth
calendar quarter of any calendar year), beginning with the first calendar quarter following receipt of such notice from the Other
Depositor, or (ii) the updated financial statements of such “significant obligor” for any calendar year, beginning
with the calendar year following such notice from the Other Depositor, deliver to the Other Depositor and Other Trustee, on or
prior to May 25, August 25, November 25 or March 25 (with respect to first quarter, second quarter, third quarter and annual financial
statements, respectively), or if such day is not a Business Day, the immediately preceding Business Day, such financial statements
of the Significant Obligor, together with the net operating income of such Significant Obligor for the applicable period (x) as
calculated by the Master Servicer in accordance with CREFC® guidelines or (y) if such financial statement receipt occurs prior
to the applicable deadline above, but after May 11, August 11, November 11 or March 11 (with respect to first quarter, second
quarter, third quarter and annual financial statements, respectively), or if such day is not a Business Day, the immediately preceding
Business Day, 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 Serviced Companion Loan (or the Master Servicer
shall cause a Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts
consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor
under the Exchange Act) to obtain the periodic financial statements of the related Mortgagor under the related Mortgage Loan documents.


 


The
Master Servicer shall (or shall cause a Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer)
attempts to contact the borrower 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 by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain
this information to the certificate administrator 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
Companion Loan Pooling and Servicing Agreement.


 





ARTICLE
XIV

MISCELLANEOUS PROVISIONS


 


Section 14.1          Binding
Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.


 






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Section 14.2          Entire
Agreement. This Agreement contains the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express
terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.


 


Section 14.3          Amendment.


 


(a)          This Agreement
may be amended from time to time by the parties hereto, without notice to or the consent of any of the Holders, (i) to cure
any ambiguity or to correct any error, (ii) to cause the provisions herein to conform to or be consistent with or in furtherance
of the statements made with respect to the Certificates, the Trust or this Agreement in the Preliminary Prospectus, the Final Prospectus
or the Private Placement Memorandum, or to correct or supplement any provision herein which may be inconsistent with any other
provisions herein, (iii) to amend any provision hereof to the extent necessary or desirable to maintain the status of each
REMIC Pool as a REMIC (or of the Grantor Trust as a grantor trust or to facilitate the administration or reporting thereof) for
the purposes of federal income tax law (or comparable provisions of state income tax law), (iv) to make any other provisions
with respect to matters or questions arising under or with respect to this Agreement not inconsistent with the provisions hereof,
(v) to modify, add to or eliminate the provisions of Article III relating to transfers of Class R Certificates, (vi) to
amend any provision herein to the extent necessary or desirable to list the Certificates on a stock exchange, including, without
limitation, the appointment of one or more sub-certificate administrators and the requirement that certain information be delivered
to such sub-certificate administrators, (vii) to modify the provisions relating to the timing of Advance reimbursements in
order to conform them to the commercial mortgage-backed securities industry standard for such provisions if (w) the Depositor,
the Trustee and the Master Servicer determine that that industry standard has changed, (x) such modification will not result
in an Adverse REMIC Event or Adverse Grantor Trust Event, as evidenced by an Opinion of Counsel, (y) each Rating Agency shall
have been provided with a Rating Agency Communication with respect to such modification and (z) during any Subordinate Control
Period and any Collective Consultation Period, the Controlling Class Representative consents to such modification, (viii) to
modify the procedures relating to Exchange Act Rule 17g-5, provided that if such modification materially increases
the obligations of the Trustee, the Certificate Administrator, the Custodian, the 17g-5 Information Provider, the Trust Advisor,
the Depositor, the Master Servicer or the Special Servicer, then the consent of such party shall be required; provided,
further, that notice of any such amendment must be provided by the Trustee to the 17g-5 Information Provider, who shall
post such notice to the 17g-5 Information Provider’s Website 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), by 2:00 p.m. (New York City
time) on the next Business Day, and deliver notice to the Rating Agencies, (ix) to modify, alter, amend, add to or rescind
any of the provisions contained in this Agreement if and to the extent necessary to comply with any rules or regulations promulgated,
or any guidance provided, with respect to Rule 15Ga-1 under the Exchange Act, (x) to amend Section 1.7 or the definition
of “Rating Agency Confirmation”, (xi) if a TIA Applicability Determination is made, to modify, eliminate or add to
the provisions of this Agreement (and, if necessary, the Certificates) to the extent necessary to (A) effect the


 






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qualification
of this Agreement under the TIA or under any similar federal statute hereafter enacted and to add to this Agreement (and, if necessary,
the Certificates) such other provisions as may be expressly required by the TIA, and (B) modify such other provisions of this Agreement
(and, if necessary, the Certificates) to the extent necessary to make those provisions consistent with, and conform to, the modifications
made pursuant to clause (A); provided that any amendment pursuant to this clause (xi) shall be at the sole cost and expense of
the Depositor, or (xii) to make any other amendment which does not adversely affect in any material respect the interests
of any Certificateholder (unless such Certificateholder consents). No such amendment effected pursuant to clause (i),
(ii) or (iv) of the preceding sentence shall (A) adversely affect in any material respect the interests
of any Certificateholder not consenting thereto without the consent of 100% of the Certificateholders (if adversely affected) or
(B) adversely affect the status of any REMIC Pool as a REMIC (or of the Grantor Trust as a grantor trust) for purposes of
federal income tax law (or comparable provisions of state income tax law). Prior to entering into any amendment without the consent
of Holders pursuant to this paragraph, the Trustee may require an Opinion of Counsel, addressed to the parties to this Agreement,
to the effect that such amendment is permitted under this paragraph and a Nondisqualification Opinion.


 


(b)          Reserved.


 


(c)          This Agreement
may also be amended from time to time by the parties with the consent of the Holders of Certificates representing not less than
51% of the aggregate Voting Rights of the Certificates then outstanding, 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; provided
that no such amendment may (i) directly or indirectly reduce in any manner the amount of, or delay the timing of, the distributions
required to be made on any Certificate without the consent of the Holder of such Certificate, (ii) modify this Section 14.3
without the consent of 100% of the Certificateholders, (iii) eliminate or reduce the Master Servicer’s or the Trustee’s
obligation to make an Advance, including without limitation, in the case of the Master Servicer, the obligation to advance on a
Serviced B Note or Serviced Companion Loan, or alter the Servicing Standard except as may be necessary or desirable to comply with
the REMIC Provisions, (iv) adversely affect the status of any REMIC Pool as a REMIC for federal income tax purposes (as evidenced
by a Nondisqualification Opinion) without the consent of 100% of the Certificateholders (including the Class R Certificateholders),
or the status of the Grantor Trust as a grantor trust without the consent of 100% of the holders of the Class V Certificates, (v)
adversely affect the interests of any Class of Certificateholders (other than as contemplated by clause (i), (ii)
or clause (vi) of this sentence) without the consent of Certificateholders entitled to 66-2/3% of the Voting Rights
allocated to such Class, and (vi) adversely affect the Voting Rights of any Class of Certificateholders without the consent of
Certificateholders entitled to 100% of the Voting Rights allocated to such Class. The Trustee may request, at its option, to receive
a Nondisqualification Opinion and an Opinion of Counsel that any amendment pursuant to this Section 14.3(c) is permitted
by this Agreement at the expense of the party requesting the amendment.


 


(d)          The costs and
expenses associated with any such amendment, including those related to Opinions of Counsel, shall be borne by the Depositor if
the Trustee is the party requesting such amendment or if pursuant to clauses (i), (ii) and (iii)
of Section 14.3(a). In all other cases, the costs and expenses shall be borne by the party requesting the amendment.


 






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(e)          Promptly after
the execution of any such amendment, the Certificate Administrator shall furnish written notification of the substance of such
amendment to each Holder, the other parties hereto and the 17g-5 Information Provider.


 


(f)          It shall not be
necessary for the consent of Holders under this Section 14.3 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 Holders shall be in writing and shall be subject to such reasonable regulations as
the Trustee may prescribe.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 14.3, the parties hereto agree that this Agreement may not be amended
in any manner materially adverse to any Underwriter or any Initial Purchaser, the holder of any Serviced B Note or the holder of
any Serviced Companion Loan without the prior written consent of such Underwriter or Initial Purchaser, the holder of such Serviced
B Note or the holder of such Serviced Companion Loan, respectively.


 


(h)          Notwithstanding
any contrary provisions of this Agreement, this Agreement may not be amended in a manner that would increase the obligations or
impair the rights of any Seller under the related Mortgage Loan Purchase Agreement without the prior written consent of such Seller.


 


(i)          In addition, if
one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Sellers, this Agreement
may be amended by the parties hereto (at the expense of the party requesting such amendment), without the consent of any Certificateholder,
to add or modify provisions relating to the applicable Repurchased Note for purposes of the servicing and administration of such
Repurchased Note, provided that the amendment shall not adversely affect in any material respect the interests of the Certificateholders,
as evidenced by a Rating Agency Confirmation from each Rating Agency (obtained at the expense of the Repurchasing Seller) with
respect to such amendment (or, if no such Rating Agency Confirmation is actually received, by an Opinion of Counsel to such effect).
Prior to the effectiveness of such amendment, if one but not all of the Mortgage Notes with respect to a Joint Mortgage Loan is
repurchased, the terms of Section 8.30 shall govern the servicing and administration of such Joint Mortgage Loan.


 


(j)          If neither the
Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 14.3 shall be effective with
the consent of the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor, the Master Servicer and the Special
Servicer, in writing, and to the extent required by this Section 14.3, the Certificateholders and the holder of any Serviced
B Note or Serviced Companion Loan.


 


Section
14.4          GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE






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NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


Section 14.5          Notices.
     All demands, notices and communications hereunder shall be in writing and shall be deemed to
have been duly given when received by:


 


		(a)	in the case of the Depositor, Morgan Stanley Capital I Inc., 1585 Broadway, New York, New York
10036, Attention: Stephen Holmes (with a copy to Morgan Stanley Capital I Inc., 1221 Avenue of the Americas, New York, New York
10020, Attention: Legal Compliance Division);



 


		(b)	in the case of the Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
10851 Mastin Street, Suite 700, Overland Park, Kansas 66210, Attention: Executive Vice President – Division Head, facsimile:
(913) 253-9001 (with a copy to Stinson Leonard Street LLP, 1201 Walnut Street, Suite 2900, Kansas City, Missouri 64106-2150, Attention:
Kenda K. Tomes, facsimile: (816) 412-9338;



 


		(c)	in the case of UBSRES, UBS Real Estate Securities Inc., 1285 Avenue of the Americas, New York,
New York 10019, Attention: David Schell, with a copy to: UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019,
Attention: Henry Chung and Office of General Counsel, with a copy to: UBS AG, 153 West 51st Street, New York, New York 10019, Attention:
Chad Eisenberger, Executive Director & Counsel;



 


		(d)	in the case of BANA, Bank of America, National Association, One Bryant Park, New York, New York
10036, Attention: Leland F. Bunch, III, facsimile: (646) 855-5044 (with a copy to W. Todd Stillerman, Esq., Assistant General Counsel
and Director, Bank of America Corporation, 214 North Tryon Street, 20th Floor, NC1-027-20-05, Charlotte, North Carolina 28255,
facsimile: (404) 736-2127 and with a copy to Henry A. LaBrun, Esq., Cadwalader, Wickersham & Taft LLP, 227 West Trade Street,
Charlotte, North Carolina 28202, facsimile: (704) 348-5200);



 


		(e)	in the case of MSMCH, Morgan Stanley Mortgage Capital Holdings LLC, 1585 Broadway, New York, New
York 10036, Attention: Stephen Holmes (with a copy to Morgan Stanley Mortgage Capital Holdings LLC, 1221 Avenue of the Americas,
New York, New York 10020, Attention: Legal Compliance Division);



 


		(f)	in the case of the Special Servicer, Rialto Capital Advisors, LLC, 790 NW 107th Avenue, 4th Floor,
Miami, Florida 33172, Attention: Liat Heller, facsimile: (305) 229-6425 (with separate copies to the attention of Jeff Krasnoff,
Niral Shah and Adam Singer, Rialto Capital Advisors, LLC, 790 NW 107th Avenue, 4th Floor, Miami, Florida 33172, facsimile: (305)
229-6425);



 


		(g)	in the case of the Trust Advisor,
                                         Situs Holdings, LLC, 2 Embarcadero Center, Suite 1300, San Francisco, California 94111,
                                         Attention: Stacey Ciarlanti, Email: Stacey.Ciarlanti@situs.com (with a copy to
                                         Situs Group, LLC, 5065 Westheimer



 



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	 	 	Road, Suite 700E, Houston, Texas 77056, Attention: Legal Department,
                              Email: Legal@situs.com);



 


		(h)	in the case of the initial Controlling Class Representative, RREF III Debt AIV, LP, c/o Rialto
Capital Management LLC, 600 Madison Avenue, 12th Floor, New York, New York 10022, Attention: Josh Cromer, facsimile: (212) 751-4646
(with a copy to RREF III Debt AIV, LP, c/o Rialto Capital Management LLC, 600 Madison Avenue, 12th Floor, New York, New York 10022,
Attention: Joseph Bachkosky, facsimile: (212) 751-4646);



 


		(i)	in the case of the Trustee, the Certificate Administrator or the 17g-5 Information Provider, Wells
Fargo Bank, National Association, the Corporate Trust Office thereof. Attention: MSCI 2015-UBS8, facsimile (410) 715-2380; and



 


		(j)	in the case of the Custodian, Wells Fargo Bank, National Association, 1055 10th Avenue SE, Minneapolis,
Minnesota 55414, Attention: Mortgage Document Custody Services, Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through
Certificates, Series 2015-UBS8;



 


or as to each party such other address
as may hereafter be furnished by such party to the other parties in writing. Any notice required or permitted to be mailed to a
Holder shall be given by first class mail, postage prepaid, at 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 Holder
receives such notice. Solely to the extent the provisions herein contemplate electronic delivery of information, such information
shall be transmitted via electronic mail with a subject reference of “MSCI 2015-UBS8” and an identification of the
type of information being provided in the body of such electronic mail:


 


		(a)	in the case of the Depositor, to stephen.holmes@morganstanley.com;



 


		(b)	in the case of the Master Servicer, to NoticeAdmin@midlandls.com (and solely with respect to notices
under Section 5.7 of this Agreement, with a copy to AskMidland@midlandls.com);



 


		(c)	in the case of UBSRES, to david.schell@ubs.com, nicholas.galeone@ubs.com, henry.chung@ubs.com and
chad.eisenberger@ubs.com;



 


		(d)	in the case of BANA, to william.stillerman@bankofamerica.com,
leland.f.bunch@baml.com, paul.kurzeja@bankofamerica.com and henry.labrun@cwt.com;



 


		(e)	in the case of MSMCH, to stephen.holmes@morganstanley.com
and james.y.lee@morganstanley.com;



 






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		(f)	in the case of the Special Servicer, to liat.heller@rialtocapital.com; jeff.krasnoff@rialtocapital.com;
niral.shah@rialtocapital.com; adam.singer@rialtocapital.com;



 


		(g)	in the case of the Trust Advisor, to Stacey.Ciarlanti@situs.com;



 


		(h)	in the case of the initial Controlling Class Representative, to josh.cromer@rialtocapital.com;
joseph.bachkosky@rialtocapital.com;



 


		(i)	in the case of the Trustee and Certificate Administrator, to trustadministrationgroup@wellsfargo.com
and cts.cmbs.bond.admin@wellsfargo.com; and



 


		(j)	in the case of the 17g-5 Information Provider, to the extent not described in Section 5.7, to 17g5informationprovider@wellsfargo.com.



 


Section 14.6          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 14.7          Indulgences;
No Waivers. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of
any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or
privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.


 


Section 14.8          Headings
Not to Affect Interpretation. The headings contained in this Agreement are for convenience of reference only, and shall not
be used in the interpretation hereof.


 


Section 14.9          Benefits
of Agreement. Nothing in this Agreement or in the Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement and their successors hereunder and the Holders of the Certificates, any benefit or any legal or equitable
right, power, remedy or claim under this Agreement; provided, that: (i) the Underwriters and Initial Purchasers are
intended third-party beneficiaries of Section 5.7, of Section 14.3(g) and of any other provision hereunder
that expressly grants them any rights, including the right to indemnity and the right to receive notices, reports and access to
information; (ii) each Seller and any related Seller Guarantor is an intended third-party beneficiary of Section 2.3(e),
Section 5.7, Section 8.3(h) and any other Section of this Agreement that affords such Seller and any related
Seller Guarantor rights hereunder; (iii) the holder of any Serviced Companion Loan and any Serviced B Note, if any, is an intended
third-party beneficiary in respect of the rights afforded it hereunder; (iv) the applicable Non-Serviced


 






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Mortgage Loan Master
Servicer, Non-Serviced Mortgage Loan Special Servicer, Non-Serviced Mortgage Loan Trustee, Non-Serviced Mortgage Loan Fiscal Agent
and Non-Serviced Mortgage Loan securitization trust are intended third-party beneficiaries of Section 4.1A, Section
4.4(c), Section 5.2(a)(I)(ii)(B), Section 8.1(f) and Article XIII; (v) each Other Indemnified Party
and each related Other Securitization is an intended third-party beneficiary of Section 1.6(r) and Section 5.2(a)(I)(vi);
(vi) the Mortgagor(s) set forth in Schedule VI hereto are intended third-party beneficiaries of the fifth and sixth paragraphs
of Section 2.3(a); and (vii) if one, but not all, of the Mortgage Notes with respect to any Joint Mortgage Loan is repurchased,
the applicable Repurchasing Seller shall be a third party beneficiary of this Agreement to the same extent as if it was a holder
of a Serviced Companion Loan, as contemplated by Section 8.30 hereof.


 


Section 14.10          Reserved.


  


Section 14.11         Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute 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.


 


Section 14.12          Intention
of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans and related rights and
property to the Trustee, for the benefit of the Certificateholders, by the Depositor as provided in Section 2.1 be,
and be construed as, an absolute sale of the Mortgage Loans and related property. It is, further, not the intention of the parties
that such conveyance be deemed a pledge of the Mortgage Loans and related property by the Depositor to the Trustee to secure a
debt or other obligation of the Depositor. However, if, notwithstanding the intent of the parties, the Mortgage Loans or any related
property is held to be the property of the Depositor, or if for any other reason this Agreement is held or deemed to create a
security interest in the Mortgage Loans or any related property, then this Agreement shall be deemed to be a security agreement;
and the conveyance provided for in Section 2.1 shall be deemed to be a grant by the Depositor to the Trustee, for
the benefit of the Certificateholders, of, and the Depositor hereby grants to the Trustee, for the benefit of the Certificateholders,
a security interest in all of the Depositor’s right, title, and interest, whether now owned or existing or hereafter acquired
or arising, in, to and under:


 


(i)          the property
described in clauses (1)-(4) below (regardless of whether subject to the UCC or how classified thereunder) and all
accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit and investment property consisting of, arising from or relating to any of the property described
in clauses (1)-(4) below: (1) the Mortgage Loans identified on the Mortgage Loan Schedule, including the related
Mortgage Notes, Mortgages, security agreements, and title, hazard and other insurance policies, including all Qualifying Substitute
Mortgage Loans, all distributions with respect thereto payable on and after the Cut-Off Date, and the Mortgage Files; (2) the
Distribution Account, all REO Accounts, the Collection Account, and the Reserve Accounts, including all property therein and all
income from the investment of funds therein (including any accrued discount realized on liquidation of any investment purchased
at a discount); (3) the REMIC I Regular Interests and the REMIC II Regular Interests; and (4) the


 






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Mortgage Loan
Purchase Agreements that are permitted to be assigned to the Trustee pursuant to Section 14 thereof;


 


(ii)          all accounts,
general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit, investment property, and other rights arising from or by virtue of the disposition of, or collections
with respect to, or insurance proceeds payable with respect to, or claims against other Persons with respect to, all or any part
of the collateral described in clause (i) above (including any accrued discount realized on liquidation of any investment
purchased at a discount); and


 


(iii)          all cash and
non-cash Proceeds (as defined in the Uniform Commercial Code) of the collateral described in clauses (i) and (ii)
above.


 


The possession by the
Custodian (on the Trustee’s behalf) of the Mortgage Notes, the Mortgages and such other goods, advices of credit, instruments,
money, documents, chattel paper or certificated securities and the possession by the Master Servicer (on the Trustee’s behalf)
of the letters of credit shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting
the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 8-301 and 9-315 thereof)
as in force in the relevant jurisdiction.


 


Notifications to Persons
holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed to be
notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons
holding for, the Trustee, as applicable, for the purpose of perfecting such security interest under applicable law.


 


The Depositor and, at
the Depositor’s direction, the Master Servicer and the Trustee, shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the
property described above, such security interest would be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of the Agreement. The Master Servicer shall prepare and make all filings
necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee’s security interest in such property, including without limitation (i) continuation
statements, and (ii) such other statements as may be occasioned by any transfer of any interest of the Master Servicer or
the Depositor in such property. In connection herewith, the Trustee shall have all of the rights and remedies of a secured party
and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction.


 


Section 14.13          Recordation
of Agreement. 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, if any, shall be effected by the Master Servicer
at the expense of the Trust as an Additional Trust Expense, but only upon direction of the Depositor accompanied by an opinion
of counsel to the


 






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effect that such recordation materially and beneficially affects the interests of the Certificateholders of
the Trust.


 


Section 14.14          Rating
Agency Surveillance Fees. The parties hereto acknowledge that on the Closing Date the Sellers will pay the ongoing monitoring
fees of the Rating Agencies relating to the rating of the Certificates and that no surveillance fees are payable subsequent to
the Closing Date in respect of the rating of the Certificates.


 


Section 14.15          Waiver
of Jury Trial. EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING
OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS,
OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.
WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION
OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY
OR ENFORCEABILITY OF THIS AGREEMENT, ANY ASSIGNMENT OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY ASSIGNMENT.


 


Section 14.16          Submission
to Jurisdiction. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING
TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
OR FEDERAL COURTS; (III) WAIVES THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING INVOLVING SUCH CLAIMS IN ANY
SUCH COURT; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY
BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


Section 14.17          Limitation
on Rights of Holders.


 


(a)          The death or incapacity
of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s
legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding
up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


 






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(b)          Except as otherwise
expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the Master Servicer or operation and management of the Trust, or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an association, nor shall any Certificateholder be under any
liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.


 


(c)          No Certificateholder,
solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement
or any Certificate to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement
or any Certificate unless the Holders of Certificates evidencing greater than 50% of the Aggregate Certificate Balance of the Certificates
then outstanding 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 cost, 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 indemnity, shall have neglected or refused to institute any such action, suit or proceeding and no direction inconsistent
with such written request has been given the Trustee during such sixty-day period by such Certificateholders; it being understood
and intended, and being 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 whatever by virtue or by availing of any provision of
this Agreement or any Certificate to affect, disturb or prejudice the rights of the Holders of any other of such Certificates,
or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement
or any Certificate, except in the manner herein provided and for the benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.


 


(d)          No Certificateholder
shall be “Party in Interest” as described under 11 U.S.C. Section 1109(b) solely by virtue of its ownership of a Certificate.


 


Section 14.18          Acts
of Holders of Certificates.


 


(a)          Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee or the Custodian, as applicable, and, where it is hereby expressly required, to the
Depositor and the Certificate Administrator. Such instrument or instruments (as the action embodies therein and evidenced thereby)
are herein sometimes referred to as an “Act” of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agents shall be sufficient for any purpose of this Agreement and conclusive
in favor of the Trustee, the Custodian, the Depositor and the Certificate


 



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Administrator, if made in the manner provided in this
Section. Each of the Trustee and the Custodian agrees to promptly notify the Depositor of any such instrument or instruments received
by it, and to promptly forward copies of the same.


 


(b)          The fact and date
of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution
or by the certificate of any notary public or other officer authorized by law to take acknowledgments or deeds, certifying that
the individual signing such instrument or writing acknowledged to such notary public or other officer the execution thereof. Whenever
such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership, such
certificate or affidavit shall also constitute sufficient proof of such officer’s or member’s authority. The fact and
date of the execution of any such instrument or writing, or the authority of the individual executing the same, may also be proved
in any other manner which the Trustee deems sufficient.


 


(c)          The ownership
of Certificates (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Trustee or the
Custodian) shall be proved by the Certificate Register, and none of the Trustee, the Custodian, the Depositor or the Certificate
Administrator shall be affected by any notice to the contrary.


 


(d)          Any request, demand,
authorization, direction, notice, consent, waiver or other action by the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor
or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Custodian, the Certificate
Administrator or the Depositor in reliance thereon, whether or not notation of such action is made upon such Certificate.


 






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Section 14.19          
Compliance with 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 parties hereto may be required to obtain, verify and
record certain information relating to individuals and entities which maintain a business relationship with such party. Accordingly,
each of the parties to this Agreement agrees to provide to any other party to this Agreement, upon request from time to time,
such identifying information and documentation as may be available in order to enable the requesting party to comply with Applicable
Laws.


 


Section
14.20          Precautionary Trust Indenture Act Provisions. If the
Depositor notifies the parties to this Agreement that it has determined, in consultation with the Trustee, that the TIA
applies to this Agreement or that qualification under the TIA or any similar federal statute hereafter enacted is required
(any such determination by the Depositor, a “TIA Applicability Determination”), then, (i) in the case of
the TIA, pursuant to Section 318 of the TIA (assuming such section is then in effect), the provisions of Sections 310 to and
including Section 317 of the TIA that impose duties on any person are part of and govern this Agreement, whether or not
physically contained herein, as and to the extent provided in Section 318 of the TIA; provided, that it shall be
deemed that the parties to this Agreement have agreed that, to the extent permitted under the TIA, this Agreement shall
expressly exclude any non-mandatory provisions that (x) conflict with the provisions of this Agreement or would otherwise
alter the provisions of this Agreement or (y) increase the obligations, liabilities or scope of responsibility of any party
hereto; (ii) the parties agree to cooperate in good faith with the Depositor to make such amendments to modify, eliminate or
add to the provisions of this Agreement to the extent necessary to effect the qualification of this Agreement under the TIA
or such similar statute and to add to this Agreement such other provisions as may be expressly required by the TIA or as may
be determined by the parties to be beneficial for compliance with the TIA; and (iii) upon the direction of the Depositor, the
Trustee shall file a Form T-1 or such other form as the Depositor informs the Trustee is required, with the Commission or
other appropriate institution.


 


Section 14.21          Limitation
on Liability of the Depositor and Others. Neither the Depositor nor any of the Affiliates,
directors, officers, employees, members, managers or agents of the Depositor shall be under any liability to the Certificateholders,
the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian, the Underwriters,
the Initial Purchasers, the holder of any Serviced B Note or the holder of any Serviced Companion Loan, and the Depositor (and
any of its Affiliates, directors, officers, employees, members, managers or agents) shall be entitled to indemnification from
the Trust for any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other
costs, liabilities, fees and expenses incurred in connection with any legal action incurred by it, arising out of or for any action
taken, or for refraining from the taking of any action, in good faith and using reasonable business judgment; provided,
that this provision shall not protect the Depositor or any such person against any breach of a representation or warranty contained
herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance
of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Depositor and any Affiliate,
director, officer, employee, member, manager or agent of the Depositor may rely in good faith on any document of any kind prima
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respecting any matters arising hereunder. In addition, in no event shall the
Depositor be obligated to cause any party to perform or comply with the obligations to remit the CREFC® License
Fee to CREFC® (as described in Section 5.2(a)), to report any such CREFC® License Fee so
paid (as described in Section 8.11(a)) or to make available any Distribution Date Statement to the general public (as described
in Section 5.4(a) (or, in particular, CREFC®, as described in Section 5.4(k))).


 


Section 14.22          PNC
Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan Services, a
Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable against
PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a
Division of PNC Bank, National Association.


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 




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IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Custodian, the Certificate Administrator, the 17g-5 Information Provider, the Certificate Registrar,
the Authenticating Agent and the Trust Advisor have caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.








	 	 	 
	 	MORGAN STANLEY CAPITAL I INC., 

as Depositor
	 	 	 
	 	By:	/s/ Zachary Fischer
	 	 	Name: Zachary Fischer
	 	 	Title:   Vice
    President 
	 	 	 



 


 

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	STATE OF New York	)	 
	 	)	ss.:
	COUNTY OF New York	)	 


On this 14 day of December 2015,
before me, a notary public in and for said State, personally appeared Zachary Fischer, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person who executed the within instrument as Vice President on behalf of Morgan
Stanley Capital I Inc., and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or
a resolution of its Board of Directors.


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


	 	 
	 	/s/ MATTHEW A. BAVOSO 
	 	Notary Public
	 	 
	[SEAL]	
        MATTHEW A. BAVOSO

        Notary Public, State of New York

        No. 02BA6276232

        Qualified in New York County

        Commission Expires 02/11/2017



 

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	 	MIDLAND LOAN SERVICES, A DIVISION 

OF PNC BANK, NATIONAL 

ASSOCIATION, 

as Master Servicer
	 	 	 
	 	By:	PNC Bank, National Association
	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name: David A. Eckels
	 	 	Title:   Senior
    Vice President
	 	 	 



 


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







On
this 14th day of December 2015, before me, a notary public in and for said State, personally appeared David A. Eckels, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as a Senior
Vice President of Midland Loan Services, a Division of PNC Bank, National Association, and acknowledged to me that such corporation
executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.


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


 


	 	 
	 	/s/ Brent Kinder
	 	Notary Public
	 	 
	 	
        BRENT KINDER

        NOTARY PUBLIC - State of Kansas

        My Appt. Exp. January 30, 2018



 

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	 	RIALTO CAPITAL ADVISORS, LLC, 

as Special Servicer
	 	 	 
	 	By:	/s/ Cheryl Baizan
	 	 	Name: Cheryl Baizan
	 	 	Title:   Chief
    Financial Officer
	 	 	 



 

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	STATE OF FLORIDA	)	 
	 	)	ss.:
	COUNTY OF MIAMI-DADE	)	 


On this 14 day of December 2015, before me, a notary
public in and for said State, personally appeared Cheryl Baizan, personally known to me to be the person who executed the within
instrument as Chief Financial Officer of Rialto Capital Advisors, LLC, and acknowledged to me that such limited liability company
executed the within instrument pursuant to its limited liability company agreement or a resolution of its governing body.


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


	 	 
	 	/s/ MARIA GONZALEZ-RODRIGUEZ
	 	Notary Public
	 	 
	[SEAL]	
        MARIA GONZALEZ-RODRIGUEZ

        Commission # FF 902618

        Expires August 24, 2019

        Bonded thru Troy Fahn Insurance 800-385-7019



 

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	 	SITUS HOLDINGS, LLC, 

as Trust Advisor
	 	 	 
	 	By:	/s/ George Wisniewski
	 	 	Name: George Wisniewski 
	 	 	Title:   Senior
    Managing Director







 


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ACKNOWLEDGMENT


 


	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.	 
	 	 
	State of California	 
	County of San Francisco)	 	 
	 	 
	On December 10, 2015 before me, Theresa R. Dye, Notary Public
	 	(insert name and title of the officer)
	 	 
	
        personally appeared  George Wisniewski,

        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 executed the same in his authorized
        capacity, and that by his 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 California that the foregoing paragraph is true and correct.

        WITNESS my hand and official seal.

	Signature     Theresa R. Dye    (Seal)	
        THERESA R. DYE

        Commission # 2069588

        Notary Public - California

        San Francisco County

        My Comm. Expires Jun 26, 2018

	 	 	 	 


 







 




    	 



    	 



    


 


 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, 

as Trustee, Certificate Administrator, 17g-5 

Information Provider, Authenticating Agent, 

Certificate Registrar and Custodian
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title:   Vice
    President 




 

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	STATE OF Maryland	)	 
	 	)	ss.:
	COUNTY OF Howard	)	 


 


On
this 11th day of December 2015, before me, a notary public in and for said State, personally appeared Stacey Gross, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as VP
of Wells Fargo Bank, NA and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or
a resolution of its Board of Directors.


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


 


	 	 
	 	/s/ AMY MARTIN
	 	Notary Public
		 
		
        AMY MARTIN

        NOTARY PUBLIC

        ANNE ARUNDEL COUNTY

        MARYLAND

        My Commission Expires 2-22-2017



 

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MORGAN STANLEY CAPITAL I INC.,

AS DEPOSITOR,


 


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

AS MASTER SERVICER,


 


RIALTO CAPITAL ADVISORS, LLC,

AS SPECIAL SERVICER,


 


SITUS HOLDINGS, LLC,

AS TRUST ADVISOR,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS TRUSTEE, CERTIFICATE ADMINISTRATOR, CERTIFICATE REGISTRAR, AUTHENTICATING AGENT AND CUSTODIAN


 


 



 


EXHIBITS AND SCHEDULES TO

POOLING AND SERVICING AGREEMENT


 


DATED AS OF DECEMBER 1, 2015


 


 



 


MORGAN STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-UBS8


 





 



 










    	 



    	 



    

 


EXHIBIT
A-1



[FORM OF CLASS A-1 CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO THIS CERTIFICATE. 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.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT 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 HEREON 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.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-1-1



    	 



    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH
        RATE: 1.966% PER ANNUM

         

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

         

        CUT-OFF DATE:
        dECEMBER 1, 2015

         

        CLOSING DATE:
        dECEMBER 15, 2015

         

        FIRST DISTRIBUTION
        DATE: january 15, 2016

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $32,700,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $32,700,000

         

        NO. A-1-1

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

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.   61691A
        BG7

         

        ISIN NO.       US61691ABG76

         

		


 


CLASS A-1
CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued
pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the
Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time
to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent
not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 






    	A-1-2



    	 



    

 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class A-1 Certificates equal to the quotient expressed as a percentage obtained by dividing
the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of
the Class A-1 Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of principal and interest on
this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate 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 due to this Certificate’s
pro rata share of the amount to be distributed on the Class A-1 Certificates 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.


 


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.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 






    	A-1-3



    	 



    

 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Class F Certificates
and the Control Eligible Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor
Expenses allocated to any such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate
Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar
or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder
by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding
the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the
location that will be specified in a notice of the pendency of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 






    	A-1-4



    	 



    

 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding the foregoing, for so long
as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d)
of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance
with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 






    	A-1-5



    	 



    

 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 




    	A-1-6



    	 



    

 


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





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:


 


Dated:
December 15, 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:	 
	 	Name:  
	 	Title:


 




    	 



    	 



    







 





ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 
	 	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






 




	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 






    	A-1-8



    	 



    

 











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-1-9



    	 



    











 


EXHIBIT
A-2


 

[FORM OF CLASS A-2 CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO THIS CERTIFICATE. 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.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT 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 HEREON 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.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-2-1



    	 



    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH
        RATE: 3.324% PER ANNUM

         

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

         

        CUT-OFF DATE:
        dECEMBER 1, 2015

         

        CLOSING DATE:
        dECEMBER 15, 2015

         

        FIRST DISTRIBUTION
        DATE: january 15, 2016

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS A-2 CERTIFICATES AS OF THE CLOSING DATE: $6,300,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS A-2 CERTIFICATE AS OF THE CLOSING DATE: $6,300,000

         

        NO. A-2-1

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

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.   61691A
        BH5

         

        ISIN NO.      US61691ABH59

         



CLASS A-2
CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued
pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the
Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time
to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent
not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 






    	A-2-2



    	 



    

 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class A-2 Certificates equal to the quotient expressed as a percentage obtained by dividing
the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of
the Class A-2 Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of principal and interest on
this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate 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 due to this Certificate’s
pro rata share of the amount to be distributed on the Class A-2 Certificates 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.


 


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.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 






    	A-2-3



    	 



    

 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Class F Certificates
and the Control Eligible Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor
Expenses allocated to any such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate
Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar
or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder
by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding
the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the
location that will be specified in a notice of the pendency of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 






    	A-2-4



    	 



    

 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding the foregoing, for so long
as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d)
of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance
with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 






    	A-2-5



    	 



    

 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 




    	A-2-6



    	 



    

 


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





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:


 


Dated:
December 15, 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:	 
	 	Name:  
	 	Title:


 




    	 



    	 



    







 





ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 
	 	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






 




	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 






    	A-2-8



    	 



    

 











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-2-9



    	 



    

 






EXHIBIT
A-3



[FORM OF CLASS A-SB CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO THIS CERTIFICATE. 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.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT 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 HEREON 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.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-3-1



    	 



    

 


 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH
        RATE: 3.626% PER ANNUM

         

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

         

        CUT-OFF DATE:
        dECEMBER 1, 2015

         

        CLOSING DATE:
        dECEMBER 15, 2015

         

        FIRST DISTRIBUTION
        DATE: january 15, 2016

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS A-SB CERTIFICATES AS OF THE CLOSING DATE:
        $51,500,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS A-SB CERTIFICATE AS OF THE CLOSING DATE: $51,500,000

         

        NO. A-SB-1

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

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.   61691A
        BJ1

         

        ISIN NO.      US61691ABJ16

         



CLASS A-SB
CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued
pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity
under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian,
the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions
of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be
held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 






    	A-3-2



    	 



    

 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class A-SB Certificates equal to the quotient expressed as a percentage obtained by dividing
the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of
the Class A-SB Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of principal and interest on
this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate 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 due to this Certificate’s
pro rata share of the amount to be distributed on the Class A-SB Certificates 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.


 


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.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 






    	A-3-3



    	 



    

 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Class F Certificates
and the Control Eligible Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor
Expenses allocated to any such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate
Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar
or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder
by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding
the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the
location that will be specified in a notice of the pendency of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 






    	A-3-4



    	 



    

 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding the foregoing, for so long
as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d)
of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance
with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 






    	A-3-5



    	 



    

 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 









    	A-3-6



    	 



    

 


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





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:


 


Dated:
December 15, 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:	 
	 	Name:  
	 	Title:


 




    	 



    	 



    







 





ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 
	 	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






 




	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 






    	A-3-8



    	 



    

 











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-3-9



    	 



    








 





EXHIBIT
A-4



[FORM OF CLASS A-3 CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO THIS CERTIFICATE. 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.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT 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 HEREON 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.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-4-1



    	 



    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH
        RATE: 3.540% PER ANNUM

         

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

         

        CUT-OFF DATE:
        dECEMBER 1, 2015

         

        CLOSING DATE:
        dECEMBER 15, 2015

         

        FIRST DISTRIBUTION
        DATE: january 15, 2016

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS A-3 CERTIFICATES AS OF THE CLOSING DATE: $160,000,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS A-3 CERTIFICATE AS OF THE CLOSING DATE: $160,000,000

         

        NO. A-3-1

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

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.   61691A
        BK8

         

        ISIN NO.      US61691ABK88

         



CLASS A-3
CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued
pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity
under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian,
the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions
of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be
held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 






    	A-4-2



    	 



    

 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing
the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of
the Class A-3 Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of principal and interest on
this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate 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 due to this Certificate’s
pro rata share of the amount to be distributed on the Class A-3 Certificates 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.


 


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.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 






    	A-3-3



    	 



    

 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Class F Certificates
and the Control Eligible Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor
Expenses allocated to any such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate
Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar
or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder
by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding
the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the
location that will be specified in a notice of the pendency of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


  






    	A-4-4



    	 



    

 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.




 


Notwithstanding the foregoing, for so long
as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d)
of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance
with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 






    	A-4-5



    	 



    

 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 









    	A-4-6



    	 



    

 


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





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:


 


Dated:
December 15, 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:	 
	 	Name:  
	 	Title:


 




    	 



    	 



    







 





ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 
	 	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






 




	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 






    	A-4-8



    	 



    

 











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-4-9



    	 



    

 









EXHIBIT
A-5



[FORM OF CLASS A-4 CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO THIS CERTIFICATE. 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.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT 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 HEREON 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.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 









    	A-5-1



    	 



    

 


 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH
        RATE: 3.809% PER ANNUM

         

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

         

        CUT-OFF DATE:
        dECEMBER 1, 2015

         

        CLOSING DATE:
        dECEMBER 15, 2015

         

        FIRST DISTRIBUTION
        DATE: january 15, 2016

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS A-4 CERTIFICATES AS OF THE CLOSING DATE: $313,000,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS A-4 CERTIFICATE AS OF THE CLOSING DATE: $313,000,000

         

        NO. A-4-1

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

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.     61691A
        BL6

         

        ISIN NO.         US61691ABL61

         



CLASS A-4
CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued
pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the
Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time
to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent
not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 






    	A-5-2



    	 



    

 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class A-4 Certificates equal to the quotient expressed as a percentage obtained by dividing
the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of
the Class A-4 Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of principal and interest on
this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate 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 due to this Certificate’s
pro rata share of the amount to be distributed on the Class A-4 Certificates 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.


 


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.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 






    	A-5-3



    	 



    

 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Class F Certificates
and the Control Eligible Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor
Expenses allocated to any such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate
Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar
or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a
Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 






    	A-5-4



    	 



    

 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding the foregoing, for so long
as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d)
of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance
with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 






    	A-5-5



    	 



    

 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 






    	A-5-6



    	 



    

 








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





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:


 


Dated:
December 15, 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:	 
	 	Name:  
	 	Title:


 




    	 



    	 



    







 





ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 
	 	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






 




	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 






    	A-5-8



    	 



    

 











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-5-9



    	 



    

 









EXHIBIT
A-6



[FORM OF CLASS X-A CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO REDUCE THE NOTIONAL AMOUNT OF THIS CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN
THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR. 


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT 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 HEREON 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.


 


THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS MULTIPLE
“REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE


 






    	A-6-1



    	 



    

  


 DEFINED, RESPECTIVELY,
IN SECTION 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-6-2



    	 



    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,


 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH
        RATE: VARIABLE

         

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

         

        CUT-OFF DATE:
        dECEMBER 1, 2015

         

        CLOSING DATE:
        dECEMBER 15, 2015

         

        FIRST DISTRIBUTION
        DATE: january 15, 2016

         

        AGGREGATE
        NOTIONAL AMOUNT OF THE CLASS x-a CERTIFICATES AS OF THE CLOSING DATE: $563,500,000

         

        Notional
        Amount of this Class X-A Certificate as of the Closing Date: $[_]

         

        NO. X-A-[_]

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

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.     61691A
        BM4

         

        ISIN NO.         US61691ABM45

         



CLASS X-A
CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued
pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the
Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time
to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent
not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,


 






    	A-6-1



    	 



    

 


Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class X-A Certificates equal to the quotient expressed as a percentage obtained by dividing
the initial Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-A
Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record
Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business
Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate on the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro
rata share of the amount to be distributed on the Class X-A Certificates 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.


 


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 Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 






    	A-6-2



    	 



    

 


All distributions under the Pooling and Servicing
Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate
Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar
or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a
Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 


Subject to the terms of the Pooling and Servicing
Agreement, the Class X-A Certificates will be issued in denominations of $100,000 initial Notional Amount and in any whole dollar
denomination in excess thereof.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding the foregoing, for so long
as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative
of


 






    	A-6-3



    	 



    

 


DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d)
of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance
with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 






    	A-6-4



    	 



    

 





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





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:


 


Dated:
December 15, 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:	 
	 	Name:  
	 	Title:


 




    	 



    	 



    







 





ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 
	 	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






 




	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 






    	A-6-6



    	 



    

 











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-6-7



    	 



    

 












EXHIBIT
A-7



[FORM OF CLASS A-S CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS
AND/OR EXCESS TRUST ADVISOR EXPENSES ALLOCABLE TO THIS CERTIFICATE. 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.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT 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 HEREON 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.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 






    	A-7-1



    	 



    

 


RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-7-2



    	 



    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH
        RATE: 4.114% PER ANNUM

         

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

         

        CUT-OFF DATE:
        dECEMBER 1, 2015

         

        CLOSING DATE:
        dECEMBER 15, 2015

         

        FIRST DISTRIBUTION
        DATE: january 15, 2016

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS A-S CERTIFICATES AS OF THE CLOSING DATE: $48,300,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS A-S CERTIFICATE AS OF THE CLOSING DATE: $48,300,000

         

        NO. A-S-1

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

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.   61691A
        BN2

         

        ISIN NO.     US61691ABN28

         



CLASS
A-S CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant
to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between
Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity
under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian,
the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions
of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be
held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,


 






    	A-7-3



    	 



    

 


Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class A-S Certificates equal to the quotient expressed as a percentage obtained by dividing the initial
Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class
A-S Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of principal and interest on
this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate 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 due to this Certificate’s
pro rata share of the amount to be distributed on the Class A-S Certificates 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.


 


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.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Class F


 






    	A-7-4



    	 



    

 


Certificates
and the Control Eligible Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor
Expenses allocated to any such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate
Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar
or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a
Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 






    	A-7-5



    	 



    

 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding the foregoing, for so long
as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d)
of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance
with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,


 






    	A-7-6



    	 



    

 


AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.








 






    	A-7-7



    	 



    

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





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:


 


Dated:
December 15, 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:	 
	 	Name:  
	 	Title:


 




    	 



    	 



    







 





ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 
	 	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






 




	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 






    	A-7-9



    	 



    

 











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-7-10



    	 



    


 


EXHIBIT
A-8



[FORM OF CLASS B CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THIS CERTIFICATE IS SUBORDINATED IN
RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO THIS CERTIFICATE. 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.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT 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 HEREON 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.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 



    	A-8-1



    	 



    

 


RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-8-2



    	 



    

  


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	PASS-THROUGH
        RATE: LESSER OF 4.315% PER ANNUM and the weighted average remic i net mortgage rate

         

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

         

        CUT-OFF
        DATE: DECEMBER 1, 2015

         

        CLOSING
        DATE: DECEMBER 15, 2015

         

        FIRST
        DISTRIBUTION DATE: january 15, 2016

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES AS OF THE CLOSING DATE: $53,331,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS B CERTIFICATE AS OF THE CLOSING DATE: $53,331,000

         

        NO.
        b-1
	 	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: rialto capital advisors, LLC

         

        TRUST
        ADVISOR: situs holdings, LLC

         

        TRUSTEE/CERTIFICATE
ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.      61691A BP7

         

        ISIN
        NO.          US61691ABP75



 


CLASS
B CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued
pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the
Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time
to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties.


 



    	A-8-3



    	 



    

 


To the extent
not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class B Certificates equal to the quotient expressed as a percentage obtained by dividing the initial
Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class
B Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of principal  and interest
on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate 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 due to this Certificate’s
pro rata share of the amount to be distributed on the Class B Certificates 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.


 


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.


 


Collateral Support Deficits shall be
allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set
forth in the Pooling 


  



    	A-8-4



    	 



    

 


and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Class F
Certificates and the Control Eligible
Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor Expenses allocated to any
such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate
Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar
or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder
by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding
the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the
location that will be specified in a notice of the pendency of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 duly authorized in writing, and


 



    	A-8-5



    	 



    

 


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 Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding the foregoing, for so long
as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d)
of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance
with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 



    	A-8-6



    	 



    

 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 



    	A-8-7



    	 



    

 





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


 


	 	
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Certificate
Registrar

	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated: December 15, 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:	 
	 	Name:
	 	Title:


 



    	 



    	 



    

 


ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 



 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 
	 	 	 


 


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






 


	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 





 



    	A-8-9



    	 



    

 


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-8-10



    	 



    

 





EXHIBIT
A-9



[FORM OF CLASS C CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THIS CERTIFICATE IS SUBORDINATED IN
RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO THIS CERTIFICATE. 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.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT 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 HEREON 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.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 



    	A-9-1



    	 



    

 


RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-9-2



    	 



    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	PASS-THROUGH
        RATE: THE WEIGHTED AVERAGE REMIC I NET MORTGAGE RATE

         

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

         

        CUT-OFF
        DATE: December 1, 2015

         

        CLOSING
        DATE: December 15, 2015

         

        FIRST
        DISTRIBUTION DATE: january 15, 2016

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES AS OF THE CLOSING DATE: $37,231,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS C CERTIFICATE AS OF THE CLOSING DATE: $37,231,000

         

        NO.
        C-1
	 	MASTER
        SERVICER: MIDLAND LOAN
SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: rialto capital advisors, LLC

         

        TRUST
        ADVISOR: Situs holdings, LLC

         

        TRUSTEE/CERTIFICATE
ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.   61691A BQ5

         

        ISIN
        NO.      US61691ABQ58 



 


CLASS
C CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued
pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the
Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time
to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent
not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 



    	A-9-3



    	 



    

 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class C Certificates equal to the quotient expressed as a percentage obtained by dividing the initial
Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class
C Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of principal  and interest
on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate 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 due to this Certificate’s
pro rata share of the amount to be distributed on the Class C Certificates 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.


 


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.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 



    	A-9-4



    	 



    

 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Class F Certificates and the Control Eligible
Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor Expenses allocated to any
such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate
Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar
or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder
by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding
the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the
location that will be specified in a notice of the pendency of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 



    	A-9-5



    	 



    

 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding the foregoing, for so long
as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d)
of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance
with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 



    	A-9-6



    	 



    

 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 



    	A-9-7



    	 



    

 


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


 


	 	
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Certificate
Registrar

	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated: December 15, 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:	 
	 	Name:
	 	Title:


 



    	 



    	 



    

 


ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 
	 	 	 


 


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






 


	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 



    	A-9-9



    	 



    

 


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-9-10



    	 



    

 





EXHIBIT
A-10



[FORM OF CLASS X-B CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL 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.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


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 TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (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 UNDER THE SECURITIES ACT, (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 


 



    	A-10-1



    	 



    

 


INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


[FOR GLOBAL CERTIFICATES ONLY: THE INITIAL
NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO REDUCE THE NOTIONAL AMOUNT OF THIS CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN
THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR. 


 


[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT 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 HEREON
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.]


 


THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS MULTIPLE
“REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTION 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-10-2



    	 



    

 





MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	PASS-THROUGH
        RATE: VARIABLE

         

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

         

        CUT-OFF
        DATE: December 1, 2015

         

        CLOSING
        DATE: decEMBER 15, 2015

         

        FIRST
        DISTRIBUTION DATE: january 15, 2016

         

        AGGREGATE
        NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES AS OF THE CLOSING DATE: $101,631,000

         

        NOTIONAL
        AMOUNT OF THIS Class X-B CERTIFICATE AS OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO
        SCHEDULE OF EXCHANGES ATTACHED)]

         

        NO.
        X-B-[_]
	 	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: rialto capital advisors, LLC

         

        TRUST
        ADVISOR: situs holdings, LLC

         

        TRUSTEE/CERTIFICATE ADMINISTRATOR/ CERTIFICATE REGISTRAR/ AUTHENTICATING AGENT/Custodian: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.     61691a aa11

                                 U7501u
        aa72

                                 61691a
        ab93

         

        ISIN
        NO.         US61691aaa164

                                 usu7501uaa705

                                 US61691aab986

         



 


CLASS X-B
CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc.


 


 



 


1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3
For Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6 For Definitive Certificates


 




    	A-10-3



    	 



    

 


(hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary
of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO
Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling
and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class X-B Certificates equal to the quotient expressed as a percentage obtained by dividing
the initial Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-B
Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record
Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business
Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate on the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro
rata share of the amount to be distributed on the Class X-B Certificates 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.


 



    	A-10-4



    	 



    

 


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 Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior
to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified
in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such
final distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of


 



    	A-10-5



    	 



    

 


this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


 


Subject to the terms of the Pooling and Servicing
Agreement, the Class X-B Certificates will be issued in denominations of $100,000 initial Notional Amount and in any whole
dollar denomination in excess thereof.


 



    	A-10-6



    	 



    

 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders)
and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the
property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of
Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination
of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust
and payment of the


 



    	A-10-7



    	 



    

 


Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust
shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 



    	A-10-8



    	 



    

 





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


 


	 	
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Certificate
Registrar

	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated: December 15, 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:	 
	 	Name:
	 	Title:


 



    	 



    	 



    

 





ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 
	 	 	 


 


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






 


	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 



    	A-10-10



    	 



    

 





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-10-11



    	 



    

 





 


[TO BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The following exchanges of a part of this Global Certificate
have been made:


 



    	A-10-12



    	 



    

 





EXHIBIT
A-11



[FORM OF CLASS X-D CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL 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.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


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 TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (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 UNDER THE SECURITIES ACT, (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


 



    	A-11-1



    	 



    

 


INSTITUTIONAL ACCREDITED INVESTOR WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY
OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


[FOR GLOBAL CERTIFICATES ONLY: THE INITIAL
NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO REDUCE THE NOTIONAL AMOUNT OF THIS CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN
THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR. 


 


[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT 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 HEREON
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.]


 


THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS MULTIPLE
“REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTION 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-11-2



    	 



    

 





MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	PASS-THROUGH
        RATE: VARIABLE

         

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

         

        CUT-OFF
        DATE: December 1, 2015

         

        CLOSING
        DATE: december 15, 2015

         

        FIRST
        DISTRIBUTION DATE: january 15, 2016

         

        AGGREGATE
        NOTIONAL AMOUNT OF THE CLASS X-d CERTIFICATES AS OF THE CLOSING DATE: $43,269,000

         

        NOTIONAL
        AMOUNT OF THIS Class X-d CERTIFICATE AS OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO
        SCHEDULE OF EXCHANGES ATTACHED)]

         

        NO.
        X-d-[_]
	 	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: rialto capital advisors, LLC

         

        TRUST
        ADVISOR: situs holdings, LLC

         

        TRUSTEE/CERTIFICATE
ADMINISTRATOR/ CERTIFICATE REGISTRAR/ AUTHENTICATING AGENT/Custodian: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
NO.   61691A AC71

                       U7501U
AB52

                       61691A
AD53

         

        ISIN
        NO.      US61691AAC714

                              USU7501UAB535

                              US61691AAD546 



 


CLASS X-D
CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as 


 


 



 


1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3
For Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6 For Definitive Certificates


 




    	A-11-3



    	 



    

 


specified above (the “Pooling and
Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer,
the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating
Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies
and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned
in the Pooling and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class X-D Certificates equal to the quotient expressed as a percentage obtained by dividing
the initial Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-D
Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record
Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business
Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate on the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro
rata share of the amount to be distributed on the Class X-D Certificates 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.


 



    	A-11-4



    	 



    







 


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 Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior
to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified
in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such
final distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of 


 



    	A-11-5



    	 



    

 


this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.

 


Subject to the terms of the Pooling and Servicing
Agreement, the Class X-D Certificates will be issued in denominations of $100,000 initial Notional Amount and in any whole
dollar denomination in excess thereof.

 



    	A-11-6



    	 



    



 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders)
and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the
property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of
Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination
of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust
and payment of the 


 



    	A-11-7



    	 



    

 


Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust
shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 



    	A-11-8



    	 



    

 





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


 


	 	
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Certificate
Registrar

	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated: December 15, 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:	 
	 	Name:
	 	Title:


 



    	 



    	 



    

 





ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 
	 	 	 


 


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






 


	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 



    	A-11-10



    	 



    

 





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-11-11



    	 



    

 





[TO BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The following exchanges of a part of this Global Certificate
have been made:


 



    	A-11-12



    	 



    

 



EXHIBIT
A-12



[FORM OF CLASS X-F CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL 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.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


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 TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (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 UNDER THE SECURITIES ACT, (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


 



    	A-12-1



    	 



    

 


INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


[FOR GLOBAL CERTIFICATES ONLY: THE INITIAL
NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO REDUCE THE NOTIONAL AMOUNT OF THIS CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN
THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR. 


 


[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT 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 HEREON
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.]


 


THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-12-2



    	 



    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH RATE: VARIABLE

         

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

         

        CUT-OFF DATE: DECEMBER 1, 2015

         

        CLOSING DATE: DECEMBER 15, 2015

         

        FIRST DISTRIBUTION DATE: JANUARY 15, 2016

         

        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-F CERTIFICATES
        AS OF THE CLOSING DATE: $18,700,000

         

        NOTIONAL AMOUNT OF THIS CLASS X-F CERTIFICATE AS
        OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

         

        NO. X-F-[_]

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

         

        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE ADMINISTRATOR/ CERTIFICATE
REGISTRAR/ AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.          61691A AG81

                                     U7501U
        AD12
                                      61691A
        AH63

         

        ISIN
        NO.             US61691AAG854

                                     USU7501UAD105
                                      US61691AAH686

       



 


CLASS
X-F CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc.


 


 



 


1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3
For Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6 For Definitive Certificates


 



    	A-12-3



    	 



    

 


(hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary
of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO
Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling
and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class X-F Certificates equal to the quotient expressed as a percentage obtained by dividing the initial
Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-F Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record
Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business
Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate on the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro
rata share of the amount to be distributed on the Class X-F Certificates 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.


 



    	A-12-4



    	 



    

 


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 Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior
to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified
in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such
final distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of


 



    	A-12-5



    	 



    

 


this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


 


Subject to the terms of the Pooling and Servicing
Agreement, the Class X-F Certificates will be issued in denominations of $100,000 initial Notional Amount and in any whole dollar
denomination in excess thereof.


 



    	A-12-6



    	 



    

 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders)
and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the
property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of
Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination
of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust
and payment of the


 



    	A-12-7



    	 



    

 


Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust
shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 



    	A-12-8



    	 



    

 


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





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	Dated: December 15, 2015	 



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS X-F CERTIFICATES
REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Authenticating
Agent
	 	 	 
	 	By:	 
	 	Name:
	 	Title:



 


 



    	 



    	 



    

 





ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






  


	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 


 



    	A-12-10



    	 



    

 


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-12-11



    	 



    

 








[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 



    	A-12-12



    	 



    

 


EXHIBIT
A-13



[FORM OF CLASS X-G CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL 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.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


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 TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (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 UNDER THE SECURITIES ACT, (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


 



    	A-13-1



    	 



    

 


INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


[FOR GLOBAL CERTIFICATES ONLY: THE INITIAL
NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO REDUCE THE NOTIONAL AMOUNT OF THIS CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN
THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR. 


 


[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT 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 HEREON
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.]


 


THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-13-2



    	 



    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH RATE: VARIABLE

         

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

         

        CUT-OFF DATE: DECEMBER 1, 2015

         

        CLOSING DATE: DECEMBER 15, 2015

         

        FIRST DISTRIBUTION DATE: JANUARY 15, 2016

         

        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-G CERTIFICATES
        AS OF THE CLOSING DATE: $10,481,000

         

        NOTIONAL AMOUNT OF THIS CLASS X-G CERTIFICATE AS
        OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

         

        NO. X-G-[_]
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE ADMINISTRATOR/ CERTIFICATE
REGISTRAR/ AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.          61691A AJ21
                                       U7501U
        AE92
                                       61691A
        AK93

         

        ISIN NO.              US61691AAJ254

                                      USU7501UAE925

                                      US61691AAK976

         



CLASS
X-G CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc.


 


 



 


1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3
For Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6 For Definitive Certificates


 



    	A-13-3



    	 



    

 


(hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary
of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO
Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling
and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class X-G Certificates equal to the quotient expressed as a percentage obtained by dividing the initial
Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-G Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record
Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business
Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate on the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro
rata share of the amount to be distributed on the Class X-G Certificates 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.


 



    	A-13-4



    	 



    

 


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 Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior
to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified
in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such
final distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of


 



    	A-13-5



    	 



    

 


this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


 


Subject to the terms of the Pooling and Servicing
Agreement, the Class X-G Certificates will be issued in denominations of $100,000 initial Notional Amount and in any whole dollar
denomination in excess thereof.


 



    	A-13-6



    	 



    

 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders)
and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the
property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of
Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination
of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust
and payment of the


 



    	A-13-7



    	 



    

 


Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust
shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 



    	A-13-8



    	 



    

 


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


 


	 	
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Certificate Registrar

	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated: December 15,
2015


  


CERTIFICATE
OF AUTHENTICATION 


 


THIS IS ONE OF THE CLASS
X-G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Authenticating Agent

	 	 	 
	 	By:	 
	 	Name:
	 	Title:







    	 



    	 



    

 





ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






  


	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 



    	A-13-10



    	 



    

  


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-13-11



    	 



    

 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 



    	A-13-12



    	 



    


 


EXHIBIT
A-14



[FORM OF CLASS X-H CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL 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.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


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 TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (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 UNDER THE SECURITIES ACT, (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


 



    	A-14-1



    	 



    

 


INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


[FOR GLOBAL CERTIFICATES ONLY: THE INITIAL
NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO REDUCE THE NOTIONAL AMOUNT OF THIS CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN
THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR. 


 


[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT 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 HEREON
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.]


 


THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-14-2



    	 



    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH RATE: VARIABLE

         

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

         

        CUT-OFF DATE: DECEMBER 1, 2015

         

        CLOSING DATE: DECEMBER 15, 2015

         

        FIRST DISTRIBUTION DATE: JANUARY 15, 2016

         

        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-H CERTIFICATES
        AS OF THE CLOSING DATE: $7,293,000

         

        NOTIONAL AMOUNT OF THIS CLASS X-H CERTIFICATE AS
        OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

         

        NO. X-H-[_]
	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE ADMINISTRATOR/ CERTIFICATE
REGISTRAR/ AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.          61691A AL71
                                      U7501U
        AF62
                                      61691A
        AM53

         

        ISIN NO.             US61691AAL704

                             USU7501UAF675

                             US61691AAM536



 


CLASS
X-H CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by 


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc.


 


 



 


1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3
For Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6 For Definitive Certificates


 



    	A-14-3



    	 



    

 


(hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary
of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO
Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling
and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class X-H Certificates equal to the quotient expressed as a percentage obtained by dividing the initial
Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-H Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record
Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business
Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate on the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro
rata share of the amount to be distributed on the Class X-H Certificates 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.


 



    	A-14-4



    	 



    

 


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 Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior
to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified
in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such
final distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of


 



    	A-14-5



    	 



    

 


this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


 


Subject to the terms of the Pooling and Servicing
Agreement, the Class X-H Certificates will be issued in denominations of $100,000 initial Notional Amount and in any whole dollar
denomination in excess thereof.


 



    	A-14-6



    	 



    

 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders)
and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the
property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of
Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination
of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust
and payment of the


 



    	A-14-7



    	 



    

 


Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust
shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 



    	A-14-8



    	 



    

 


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


 


	 	
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Certificate Registrar

	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated: December  15,
2015


  


CERTIFICATE
OF AUTHENTICATION 


 


THIS IS ONE OF THE CLASS X-H
CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 


 


	 	
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Authenticating Agent

	 	 	 
	 	By:	 
	 	Name:
	 	Title:



 



    	 



    	 



    

 


ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






  


	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 



    	A-14-1



    	 



    

 


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-14-2



    	 



    




 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 



    	A-14-3



    	 



    

 


EXHIBIT
A-15



[FORM OF CLASS X-J CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL 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.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS 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, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


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 TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (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 UNDER THE SECURITIES ACT, (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


 



    	A-15-1



    	 



    

 


RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


[FOR GLOBAL CERTIFICATES ONLY: THE INITIAL
NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO REDUCE THE NOTIONAL AMOUNT OF THIS CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN
THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR. 


 


[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT 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 HEREON
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.]


 


THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-15-2



    	 



    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH RATE: VARIABLE

         

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

         

        CUT-OFF DATE: DECEMBER 1, 2015

         

        CLOSING DATE: DECEMBER 15, 2015

         

        FIRST DISTRIBUTION DATE: JANUARY 15, 2016

         

        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-J CERTIFICATES
        AS OF THE CLOSING DATE: $22,895,200

         

        NOTIONAL AMOUNT OF THIS CLASS X-J CERTIFICATE AS
        OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

         

        NO. X-J-[_]
	
        MASTER SERVICER: MIDLAND LOAN SERVICES,
A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE ADMINISTRATOR/ CERTIFICATE
REGISTRAR/ AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.          61691A AN31
                                      U7501U
        AG42
                                      61691A
        AP83

         

        ISIN NO.             US61691AAN374

                             USU7501UAG415

                             US61691AAP846



 


CLASS
X-J CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc.


 


 



 


1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3
For Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6 For Definitive Certificates


 



    	A-15-3



    	 



    

 


(hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary
of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO
Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling
and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class X-J Certificates equal to the quotient expressed as a percentage obtained by dividing the initial
Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-J Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record
Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business
Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate on the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro
rata share of the amount to be distributed on the Class X-J Certificates 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.


 



    	A-15-4



    	 



    

 


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 Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior
to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified
in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such
final distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of


 



    	A-15-5



    	 



    

 


this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


 


Subject to the terms of the Pooling and Servicing
Agreement, the Class X-J Certificates will be issued in denominations of $100,000 initial Notional Amount and in any whole dollar
denomination in excess thereof.


 



    	A-15-6



    	 



    

 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders)
and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the
property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of
Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination
of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust
and payment of the


 



    	A-15-7



    	 



    

 


Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust
shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 



    	A-15-8



    	 



    

 


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


 


	 	
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Certificate Registrar




	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated: December 15, 2015


 


CERTIFICATE
OF AUTHENTICATION 


 


THIS IS ONE OF THE CLASS X-J
CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 


  


	 	
        WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Authenticating Agent

	 	 	 
	 	By:	 
	 	Name:
	 	Title:



 



    	 



    	 



    




 


ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






  


	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 



 



    	A-15-10



    	 



    

 





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-15-11



    	 



    

 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 



    	A-15-12



    	 



    




 








 EXHIBIT
A-16



[FORM OF CLASS D CERTIFICATE]


[FOR
REGULATION S CERTIFICATES ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


NO
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL 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.]


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


IF
THE TRANSFEREE OF THIS CERTIFICATE IS 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, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


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 TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(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 UNDER THE SECURITIES ACT, (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 



    	A-16-1



    	 



    

 


INSTITUTIONAL
ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES
LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


[FOR
GLOBAL CERTIFICATES ONLY: THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN
THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS
AND/OR EXCESS TRUST ADVISOR EXPENSES ALLOCABLE TO THIS CERTIFICATE. 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.


[FOR
GLOBAL CERTIFICATES ONLY: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR OR ITS AGENT 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 HEREON 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.]


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTION 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.




    	A-16-2



    	 



    

MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8





	
        PASS-THROUGH RATE: 3.180% PER ANNUM

         

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

         

        CUT-OFF DATE:
        dECEMBER 1, 2015

         

        CLOSING DATE:
        dECEMBER 15, 2015

         

        FIRST DISTRIBUTION
        DATE: january 15, 2016

         

        AGGREGATE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES
        AS OF THE CLOSING DATE: $25,156,000

         

        CERTIFICATE BALANCE OF THIS CLASS D CERTIFICATE AS
        OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

         

        NO. D-[_]

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

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

CUSIP
NO.                61691A AQ61

                                   U7501U
AH22

                                   61691A
AR43

         

        ISIN NO.                   US61691AAQ674

                                           USU7501UAH245

                                           US61691AAR416

         




 


CLASS
D CERTIFICATE

 


evidencing
a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool
of commercial mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by


MORGAN
STANLEY CAPITAL I INC.


THIS
CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through
certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated
as specified above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc.


 






1
For Rule 144A Global Certificates


2
For Regulation S Global Certificates


3
For Definitive Certificates


4
For Rule 144A Global Certificates


5
For Regulation S Global Certificates


6
For Definitive Certificates



 



    	A-16-3



    	 



    

 


(hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the
Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account
and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial
Mortgage Pass-Through Certificates, Series 2015-UBS8 (herein called the “Certificates”). The Certificates are
issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial
ownership of the Trust. This Certificate represents an interest in the Class D Certificates equal to the quotient expressed as
a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial
Aggregate Certificate Balance of the Class D Certificates.


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 parties thereto. 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 Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder 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.


Distributions
of principal and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date
(a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name
this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the
11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on January
11, 2016. 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 related Pass-Through Rate 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 due to this Certificate’s pro rata share of the amount to be distributed on the Class D Certificates
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.



    	A-16-4



    	 



    




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.


Collateral
Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates
in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal
Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class.


Excess
Trust Advisor Expenses shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance
Certificates (other than the Class F Certificates and the Control Eligible Certificates) in the manner set forth in
the Pooling and Servicing Agreement. Any Excess Trust Advisor Expenses allocated to any such Class of Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


The
Certificates are limited in right of payment to 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, withdrawals
from the Collection 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.


All
distributions under the Pooling and Servicing Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company
(“DTC”)] will be made by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s
address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator
on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date
prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator
five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to
an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate
will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the
pendency of such final distribution.


[FOR
REGULATION S CERTIFICATES ONLY: Until this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S
Permanent Global Certificates, the Holder hereof shall not be entitled to receive payments hereon; until so exchanged in full,
this Regulation S Temporary Global Certificate shall in all other respects be entitled to the same benefits as other Certificates
under the Pooling and Servicing Agreement.]


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and



    	A-16-5



    	 



    

 


upon
all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits
the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


[FOR
REGULATION S CERTIFICATES ONLY: This Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or
more Global Certificates only (i) on or after the termination of the 40-day distribution compliance period (as defined in
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by
Article III of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or
more Global Certificates, the Certificate Registrar shall cancel this Regulation S Temporary Global Certificate.]


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, 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
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.


No
transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer
of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a transfer of such Certificate by the Depositor or
one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially
in the form attached as Exhibit D-1 to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s
prospective Transferee substantially in the form attached either as Exhibit D-2A or Exhibit D-2B to the
Pooling and Servicing Agreement; or (ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that
such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the
facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s
prospective Transferee on which such opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust
or of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the
Trust Advisor or the Certificate Registrar in their respective capacities as such). No Person may hold an interest in a Rule 144A
Global Certificate unless that Person is a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined
in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests
in the Global Certificates that would result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing
Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other



    	A-16-6



    	 



    

 


securities
law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate.
Any Certificateholder or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does
hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against
any liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance
with such federal and state laws.


Subject
to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons,
in minimum denominations specified in the Pooling and Servicing Agreement.


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


As
and when provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, including but not
limited to the transfer restrictions described above, a Definitive Certificate may be converted into an interest in a Global Certificate
of the applicable Class, an interest in a Global Certificate may be converted into a Definitive Certificate of the applicable
Class, an interest in a Rule 144A Global Certificate may be converted into an interest in a Regulation S Global Certificate of
the applicable Class and an interest in a Regulation S Global Certificate may be converted into an interest in a Rule 144A Global
Certificate of the applicable Class.


[FOR
GLOBAL CERTIFICATES ONLY: Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall
be made through the book entry facilities of DTC.]


The
Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,
the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the



    	A-16-7



    	 



    

 


sale
of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms
of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination
of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust
and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust
shall be distributed to the holders of the Class R Certificates.


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.




    	A-16-8



    	 



    




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


	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Certificate
    Registrar
	 	 
	 	By:	 
	 	Name:
	 	Title:






 


Dated:
December 15, 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:	 
	 	Name:
	 	Title:



 




    	 



    	 



    







ABBREVIATIONS


 


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


 


	TEN COM

        

        TEN ENT

        

        JT TEN

         
	- 

        - 

        -

         
	as tenant in common 

        as tenants by
        the entireties 

        as joint tenants
        with rights of survivorship

        and not as tenants in common

         
	 	UNIF GIFT MIN
        ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform
        Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM
OF TRANSFER


 


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


 


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING
    NUMBER OF ASSIGNEE
	  	 
	 
    	 	 


  


	Please
                                         print or typewrite name and address of assignee 




	 
	the
                                         within Certificate and does hereby or irrevocably constitute and appoint 




	 
	to
                                                                transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
                                                                premises. 






  


	Dated:	 	 	 	 
	 	 	 	NOTICE:
    The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed
    by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.	 	 


 






    	A-16-10



    	 



    

 





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-16-11



    	 



    

 






[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


The
following exchanges of a part of this Global Certificate have been made:



    	A-16-12



    	 



    





 


EXHIBIT
A-17



[FORM OF CLASS E CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES
ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL 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.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE IS 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, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE
ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


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 TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (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 UNDER THE SECURITIES ACT, (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


 






    	A-17-1



    	 



    



 


INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


[FOR GLOBAL CERTIFICATES ONLY:
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED
HERETO.]


 


THIS CERTIFICATE IS SUBORDINATED
IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


THE CERTIFICATE BALANCE OF
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR
EXCESS TRUST ADVISOR EXPENSES ALLOCABLE TO
THIS CERTIFICATE. 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.


 


[FOR GLOBAL CERTIFICATES ONLY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT 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 HEREON
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.]


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



    	A-17-2



    	 



    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH RATE: 3.180% PER ANNUM

         

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

         

        CUT-OFF DATE: DECEMBER 1, 2015

         

        CLOSING DATE: DECEMBER 15, 2015

         

        FIRST DISTRIBUTION DATE: JANUARY 15, 2016

         

        AGGREGATE CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES
        AS OF THE CLOSING DATE: $18,113,000

         

        CERTIFICATE BALANCE OF THIS CLASS E CERTIFICATE AS
        OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

         

        NO. E-[_]

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

         

        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE ADMINISTRATOR/ CERTIFICATE
REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

CUSIP
NO.             61691A AS21

                                U7501U AJ82

                                61691A AT03

         

ISIN
NO.                US61691AAS244

                                USU7501UAJ895

                                US61691AAT076

         



CLASS
E CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc.


 





 






 


1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3
For Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6
For Definitive Certificates



 





    	A-17-3



    	 



    

 


(hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary
of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO
Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling
and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class E Certificates equal to the quotient expressed as a percentage obtained by dividing the initial
Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class
E Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of principal and interest
on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate 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 due to this Certificate’s
pro rata share of the amount to be distributed on the Class E Certificates 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.


 






    	A-17-4



    	 



    

 


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.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Class F Certificates
and the Control Eligible Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor
Expenses allocated to any such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior
to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified
in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such
final distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and


 



    	A-17-5



    	 



    
 


upon
all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits
the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other


 






    	A-17-6



    	 



    

 


securities
law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate.
Any Certificateholder or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does
hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against
any liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance
with such federal and state laws.



 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in
a Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling
and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest
of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution
to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii)
the


 






    	A-17-7



    	 



    

 


sale
of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii)
voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R
Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant
to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing
Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination
of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets
of the Trust shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND
THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 






    	A-17-8



    	 



    

 


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








	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Certificate
Registrar
	 	 	 
	 	By:	 
	 	Name:
	 	Title:










 


Dated:   December 15, 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:	 
	 	Name:
	 	Title:


  






    	 



    	 



    

 


ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






  


	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 






    	A-17-12



    	 



    

 





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



    	 



    

  


[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 






    	A-17-14



    	 



    

  


EXHIBIT
A-18



[FORM OF CLASS F CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES
ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL 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.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


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 TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (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 UNDER THE SECURITIES ACT, (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 INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 






    	A-18-1



    	 



    

 


EXCEPT AS OTHERWISE DESCRIBED HEREIN
AND IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED
TO (1) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH
PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED “PLAN ASSETS” UNDER
U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS, THAT IS
SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY APPLICABLE
FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR
(2) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS NAMED FIDUCIARY
OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH PLAN, 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
GOVERNMENTAL 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.


 


[FOR GLOBAL CERTIFICATES ONLY:
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED
HERETO.]


 


THIS CERTIFICATE IS SUBORDINATED
IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


THE CERTIFICATE BALANCE OF THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS ALLOCABLE TO THIS CERTIFICATE.
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-18-2



    	 



    

 


[FOR GLOBAL CERTIFICATES ONLY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT 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 HEREON
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.]


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-18-3



    	 



    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH RATE: 3.430% PER ANNUM

         

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

         

        CUT-OFF DATE: DECEMBER 1, 2015

         

        CLOSING DATE: DECEMBER 15, 2015

         

        FIRST DISTRIBUTION DATE: JANUARY 15, 2016

         

        AGGREGATE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES
        AS OF THE CLOSING DATE: $18,700,000

         

        CERTIFICATE BALANCE OF THIS CLASS F CERTIFICATE AS
        OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

         

        NO. F-[_]

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

         

        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE ADMINISTRATOR/ CERTIFICATE
REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

CUSIP
NO.             61691A AU71

                                 U7501U AK52

                                61691A AV53

         

ISIN
NO.                US61691AAU794

                                USU7501UAK525

                                US61691AAV526

         



CLASS F
CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc.


 


 






 


1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3
For Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6
For Definitive Certificates



 






    	A-18-4



    	 



    

 


(hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary
of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO
Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling
and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class F Certificates equal to the quotient expressed as a percentage obtained by dividing the initial
Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class
F Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of principal and interest
on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate 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 due to this Certificate’s
pro rata share of the amount to be distributed on the Class F Certificates 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.


 






    	A-18-5



    	 



    

 


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.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior
to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified
in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such
final distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 






    	A-18-6



    	 



    

 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing


 






    	A-18-7



    	 



    

 


Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


 


No transfer of this Certificate or any interest
herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts
and annuities, Keogh plans and collective investment funds and separate accounts, the assets of which are considered “plan
assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, including, without
limitation, insurance company general accounts, that is subject to Title I of ERISA or Section 4975 of the Code or any
applicable federal, state or local law (“Similar Laws”) materially similar to the foregoing provisions of ERISA
or the Code (each, a “Plan”), or (B) to any Person who is directly or indirectly purchasing this Certificate
or such interest herein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan, unless:
(i) the purchase and holding of this Certificate or such interest herein qualifies for the exemptive relief available under
Sections I and III of U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60;
or (ii) in the case of a Non-Investment Grade Certificate held as a Definitive Certificate, the prospective Transferee provides
the Certificate Registrar with a certification of facts and an Opinion of Counsel which establish to the satisfaction of the Certificate
Registrar that such transfer will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code or any Similar Laws or subject any party to the Pooling and Servicing Agreement to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement. Each Person who acquires any Non-Investment Grade Certificate
as a Definitive Certificate (unless it shall have acquired such Certificate from the Depositor or an Affiliate thereof or unless
it shall have delivered to the Certificate Registrar the certification of facts and Opinion of Counsel referred to in clause (ii)
of the preceding sentence) shall be required to deliver to the Certificate Registrar a certification in the form of Exhibit
D-2A or Exhibit D-2B to the Pooling and Servicing Agreement that includes a certification to the effect that: (i) it
is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of, as trustee of, or with “plan assets” of a Plan; or (ii) the purchase and holding of such Certificate
or interest therein by such Person qualifies for the exemptive relief available under Sections I and III of PTCE 95-60 or
another exemption from the “prohibited transactions” rules under ERISA issued by the U.S. Department of Labor
or similar exemption under Similar Laws.


 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described


 






    	A-18-8



    	 



    

 


above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling
and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest
of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution
to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii)
the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement
or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and
Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund
pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust
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. The parties designated in the Pooling and
Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and
cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination
of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets
of the Trust shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,


 






    	A-18-9



    	 



    

 


AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 






    	A-18-10



    	 



    

 


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







	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION, as Certificate
Registrar
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


  


Dated: December 15, 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:	 
	 	Name:
	 	Title:





 






    	 



    	 



    

 


ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






  


	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 






    	A-18-9



    	 



    

 





DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


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


 






    	A-18-9



    	 



    

  


[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 






    	A-18-10



    	 



    

 


EXHIBIT
A-19



[FORM OF CLASS G CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES
ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL 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.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 




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 TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (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 UNDER THE SECURITIES ACT, (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 INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE
IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 




    	A-19-1



    	 



    

 


EXCEPT AS OTHERWISE DESCRIBED HEREIN
AND IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED
TO (1) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH
PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED “PLAN ASSETS” UNDER
U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS, THAT IS
SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY APPLICABLE
FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR
(2) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS NAMED FIDUCIARY
OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH PLAN, 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
GOVERNMENTAL 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.


 


[FOR GLOBAL CERTIFICATES ONLY:
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED
HERETO.]


 


THIS CERTIFICATE IS SUBORDINATED
IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


THE CERTIFICATE BALANCE OF
THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS ALLOCABLE TO THIS CERTIFICATE. 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-19-2



    	 



    

 


[FOR GLOBAL CERTIFICATES ONLY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT 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 HEREON
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.]


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-19-3



    	 



    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH RATE: 3.430% PER ANNUM

         

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

         

        CUT-OFF DATE: DECEMBER 1, 2015

         

        CLOSING DATE: DECEMBER 15, 2015

         

        FIRST DISTRIBUTION DATE: JANUARY 15, 2016

         

        AGGREGATE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES
        AS OF THE CLOSING DATE: $10,481,000

         

        CERTIFICATE BALANCE OF THIS CLASS G CERTIFICATE AS
        OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

         

        NO. G-[_]

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

         

        SPECIAL SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE ADMINISTRATOR/ CERTIFICATE
REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

CUSIP
NO.             61691A AW31
 
                                U7501U AL32
                                 61691A AX13

         

ISIN
NO.                US61691AAW364

                                USU7501UAL365

                                US61691AAX196

         



CLASS
G CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc.


 


 






 


1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3
For Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6
For Definitive Certificates



 






    	A-19-4



    	 



    

 


(hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary
of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO
Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling
and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class G Certificates equal to the quotient expressed as a percentage obtained by dividing the initial
Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class
G Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of principal and interest
on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate 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 due to this Certificate’s
pro rata share of the amount to be distributed on the Class G Certificates 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.


 






    	A-19-5



    	 



    

 


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.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to
the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in
the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon
presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final
distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than
51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement.
Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders
of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or
not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof,
in certain circumstances, without the consent of the Holders of any of the Certificates.


 






    	A-19-6



    	 



    

 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 


No
transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale, pledge
or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer
of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a transfer of such Certificate by the Depositor or one
of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially
in the form attached as Exhibit D-1 to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s
prospective Transferee substantially in the form attached either as Exhibit D-2A or Exhibit D-2B to the
Pooling and Servicing Agreement; or (ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect
that such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s
prospective Transferee on which such opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust
or of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the
Trust Advisor or the Certificate Registrar in their respective capacities as such). No Person may hold an interest in a Rule 144A
Global Certificate unless that Person is a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined
in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests
in the Global Certificates that would result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing
Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities
law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate.
Any Certificateholder or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does
hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing


 






    	A-19-7



    	 



    

 


Agreement against
any liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance
with such federal and state laws.


 


No transfer of this Certificate or any interest
herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts
and annuities, Keogh plans and collective investment funds and separate accounts, the assets of which are considered “plan
assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, including, without
limitation, insurance company general accounts, that is subject to Title I of ERISA or Section 4975 of the Code or any
applicable federal, state or local law (“Similar Laws”) materially similar to the foregoing provisions of ERISA
or the Code (each, a “Plan”), or (B) to any Person who is directly or indirectly purchasing this Certificate
or such interest herein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan, unless:
(i) the purchase and holding of this Certificate or such interest herein qualifies for the exemptive relief available under
Sections I and III of U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60;
or (ii) in the case of a Non-Investment Grade Certificate held as a Definitive Certificate, the prospective Transferee provides
the Certificate Registrar with a certification of facts and an Opinion of Counsel which establish to the satisfaction of the Certificate
Registrar that such transfer will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code or any Similar Laws or subject any party to the Pooling and Servicing Agreement to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement. Each Person who acquires any Non-Investment Grade Certificate
as a Definitive Certificate (unless it shall have acquired such Certificate from the Depositor or an Affiliate thereof or unless
it shall have delivered to the Certificate Registrar the certification of facts and Opinion of Counsel referred to in clause (ii)
of the preceding sentence) shall be required to deliver to the Certificate Registrar a certification in the form of Exhibit
D-2A or Exhibit D-2B to the Pooling and Servicing Agreement that includes a certification to the effect that: (i) it
is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of, as trustee of, or with “plan assets” of a Plan; or (ii) the purchase and holding of such Certificate
or interest therein by such Person qualifies for the exemptive relief available under Sections I and III of PTCE 95-60 or
another exemption from the “prohibited transactions” rules under ERISA issued by the U.S. Department of Labor
or similar exemption under Similar Laws.




 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described


 






    	A-19-8



    	 



    

 


above,
a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest in a Global
Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global Certificate
may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a Regulation
S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation
of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of
the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall
terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining
in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final
distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section
11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all
the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans and
the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the
Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may exercise their
option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in
accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment
of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be
distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,


 






    	A-19-9



    	 



    

 


AND
THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 






    	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, as Certificate
Registrar
	 	 	 
	 	By:	 
	 	Name:
	 	Title:










  


Dated: December 15, 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:	 
	 	Name:
	 	Title:


  






    	 



    	 



    




 


ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 
	 	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






  


	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 






    	A-19-10



    	 



    

 





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-19-11



    	 



    




 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 






    	A-19-12



    	 



    



 


EXHIBIT
A-20



[FORM OF CLASS H CERTIFICATE]


[FOR REGULATION S CERTIFICATES
ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL 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.]


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


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 TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (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 UNDER THE SECURITIES ACT, (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 INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.



    	A-20-1



    	 



    




EXCEPT AS OTHERWISE DESCRIBED HEREIN
AND IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED
TO (1) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH
PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED “PLAN ASSETS” UNDER
U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS, THAT IS
SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY APPLICABLE
FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR
(2) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS NAMED FIDUCIARY
OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH PLAN, 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
GOVERNMENTAL 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.


[FOR GLOBAL CERTIFICATES ONLY:
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED
HERETO.]


THIS CERTIFICATE IS SUBORDINATED
IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


THE CERTIFICATE BALANCE OF THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS ALLOCABLE TO THIS CERTIFICATE.
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-20-2



    	 



    




[FOR GLOBAL CERTIFICATES ONLY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT 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 HEREON
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.]


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.



    	A-20-3



    	 



    




 MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


	
        PASS-THROUGH RATE: 3.430% PER ANNUM

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

        CUT-OFF DATE:
        dECEMBER 1, 2015

        CLOSING DATE:
        dECEMBER 15, 2015

        FIRST DISTRIBUTION
        DATE: january 15, 2016

        AGGREGATE CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES
        AS OF THE CLOSING DATE: $7,293,000

        CERTIFICATE BALANCE OF THIS CLASS H CERTIFICATE AS
        OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

        NO. H-[_]
	 	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

        TRUSTEE/CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

        CUSIP NO.          61691A AY91

                                      U7501U AM12

                                      61691A AZ63

        ISIN NO.             US61691AAY914

                                      USU7501UAM195

                                     US61691AAZ666



 CLASS
H CERTIFICATE


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


MORGAN
STANLEY CAPITAL I INC.


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc.


 






1 For Rule 144A Global
Certificates


2 For Regulation S
Global Certificates


3 For Definitive Certificates


4 For Rule 144A Global
Certificates


5 For Regulation S
Global Certificates


6 For Definitive Certificates


 



    	A-20-4



    	 



    







(hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer,
the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating
Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies
and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned
in the Pooling and Servicing Agreement.


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class H Certificates equal to the quotient expressed as a percentage obtained by dividing the initial
Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class
H Certificates.


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


Distributions of principal and interest
on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate 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 due
to this Certificate’s pro rata share of the amount to be distributed on the Class H Certificates 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.



    	A-20-5



    	 



    




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.


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


The Certificates are limited in right of
payment to 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, withdrawals from the Collection 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.


All distributions under the Pooling and
Servicing Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will
be made by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on
the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to
the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any
Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five
(5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency
of such final distribution.


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.



    	A-20-6



    	 



    




[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar,
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 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.


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing 



    	A-20-7



    	 



    

 


Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


No transfer of this Certificate or any
interest herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate accounts, the assets of which are considered “plan
assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, including, without
limitation, insurance company general accounts, that is subject to Title I of ERISA or Section 4975 of the Code or any
applicable federal, state or local law (“Similar Laws”) materially similar to the foregoing provisions of ERISA
or the Code (each, a “Plan”), or (B) to any Person who is directly or indirectly purchasing this Certificate
or such interest herein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan, unless:
(i) the purchase and holding of this Certificate or such interest herein qualifies for the exemptive relief available under
Sections I and III of U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60;
or (ii) in the case of a Non-Investment Grade Certificate held as a Definitive Certificate, the prospective Transferee provides
the Certificate Registrar with a certification of facts and an Opinion of Counsel which establish to the satisfaction of the Certificate
Registrar that such transfer will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code or any Similar Laws or subject any party to the Pooling and Servicing Agreement to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement. Each Person who acquires any Non-Investment Grade Certificate
as a Definitive Certificate (unless it shall have acquired such Certificate from the Depositor or an Affiliate thereof or unless
it shall have delivered to the Certificate Registrar the certification of facts and Opinion of Counsel referred to in clause (ii)
of the preceding sentence) shall be required to deliver to the Certificate Registrar a certification in the form of Exhibit
D-2A or Exhibit D-2B to the Pooling and Servicing Agreement that includes a certification to the effect that: (i) it
is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of, as trustee of, or with “plan assets” of a Plan; or (ii) the purchase and holding of such Certificate
or interest therein by such Person qualifies for the exemptive relief available under Sections I and III of PTCE 95-60 or
another exemption from the “prohibited transactions” rules under ERISA issued by the U.S. Department of Labor
or similar exemption under Similar Laws.


Subject to the terms of the Pooling and
Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified
in the Pooling and Servicing Agreement.


As provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same
Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


As and when provided in the Pooling and
Servicing Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions
described 



    	A-20-8



    	 



    

 


above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an
interest in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule
144A Global Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest
in a Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


The Depositor, the Master Servicer, the
Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the
Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian,
the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice
to the contrary.


The obligations and responsibilities of
the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make
payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other
than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders)
and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held
by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the
Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the
remaining Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of Section
11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may exercise
their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust
in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment
of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed
to the holders of the Class R Certificates.


The Certificate Registrar has executed
this Certificate under the Pooling and Servicing Agreement.


THIS CERTIFICATE AND THE POOLING AND
SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,




    	A-20-9



    	 



    

 


AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND
SERVICING AGREEMENT.



    	A-20-10



    	 



    









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





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:


 


Dated:
December 15, 2015


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:


 




    	 



    	 



    







 





ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 
	 	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






 




	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 






    	A-20-1



    	 



    

 











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-20-2



    	 



    

 




[TO BE ATTACHED TO GLOBAL CERTIFICATES]


SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


The following exchanges of a part of this Global Certificate
have been made:



    	A-20-3



    	 



    


 


EXHIBIT
A-21



[FORM OF CLASS J CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL 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.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


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 TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (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 UNDER THE SECURITIES ACT, (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 INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL


 



    	A-21-1



    	 



    

 


SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


EXCEPT AS OTHERWISE DESCRIBED HEREIN
AND IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED
TO (1) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH
PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED “PLAN ASSETS” UNDER
U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS, THAT IS
SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY APPLICABLE
FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR
(2) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS NAMED FIDUCIARY
OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH PLAN, 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
GOVERNMENTAL 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.


 


[FOR GLOBAL CERTIFICATES ONLY: THE
INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED
HERETO.]


 


THIS CERTIFICATE IS SUBORDINATED IN
RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN


 



    	A-21-2



    	 



    

 


ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT 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 HEREON
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.]


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-21-3



    	 



    

 





MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PASS-THROUGH RATE: 3.430% PER ANNUM

         

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

         

        CUT-OFF DATE:
        dECEMBER 1, 2015

         

        CLOSING DATE:
        dECEMBER 15, 2015

         

        FIRST DISTRIBUTION
        DATE: january 15, 2016

         

        AGGREGATE CERTIFICATE BALANCE OF THE CLASS J CERTIFICATES
        AS OF THE CLOSING DATE: $22,895,200

         

        CERTIFICATE BALANCE OF THIS CLASS J CERTIFICATE AS
        OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

         

        NO. J-[_]
	 	
        MASTER SERVICER:
        MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.              61691A BA01

                                         U7501u an92

                                         616991a bb83

         

        ISIN NO.                 US61691ABA074

                                 USU7501UAN915

                                 US61691ABB896



 


CLASS
J CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc.


  








 



 


1 For Rule 144A Global
Certificates 


 


2 For Regulation
S Global Certificates


 





3 For Definitive
Certificates 


 


4 For Rule 144A
Global Certificates


 





5 For Regulation
S Global Certificates 


 


6 For Definitive Certificates


 



    	A-21-4



    	 



    

 


(hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary
of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO
Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling
and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate
represents an interest in the Class J Certificates equal to the quotient expressed as a percentage obtained by dividing the initial
Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class
J Certificates.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


Distributions of principal and interest on
this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on January 11, 2016. 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 related Pass-Through Rate 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 due to this Certificate’s
pro rata share of the amount to be distributed on the Class J Certificates 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.


 



    	A-21-5



    	 



    

 


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.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to
the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in
the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon
presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final
distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 



    	A-21-6



    	 



    

 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing


 



    	A-21-7



    	 



    

 


Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


 


No transfer of this Certificate or any interest
herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts
and annuities, Keogh plans and collective investment funds and separate accounts, the assets of which are considered “plan
assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, including, without
limitation, insurance company general accounts, that is subject to Title I of ERISA or Section 4975 of the Code or any
applicable federal, state or local law (“Similar Laws”) materially similar to the foregoing provisions of ERISA
or the Code (each, a “Plan”), or (B) to any Person who is directly or indirectly purchasing this Certificate
or such interest herein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan, unless:
(i) the purchase and holding of this Certificate or such interest herein qualifies for the exemptive relief available under
Sections I and III of U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60;
or (ii) in the case of a Non-Investment Grade Certificate held as a Definitive Certificate, the prospective Transferee provides
the Certificate Registrar with a certification of facts and an Opinion of Counsel which establish to the satisfaction of the Certificate
Registrar that such transfer will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code or any Similar Laws or subject any party to the Pooling and Servicing Agreement to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement. Each Person who acquires any Non-Investment Grade Certificate
as a Definitive Certificate (unless it shall have acquired such Certificate from the Depositor or an Affiliate thereof or unless
it shall have delivered to the Certificate Registrar the certification of facts and Opinion of Counsel referred to in clause (ii)
of the preceding sentence) shall be required to deliver to the Certificate Registrar a certification in the form of Exhibit
D-2A or Exhibit D-2B to the Pooling and Servicing Agreement that includes a certification to the effect that: (i) it
is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of, as trustee of, or with “plan assets” of a Plan; or (ii) the purchase and holding of such Certificate
or interest therein by such Person qualifies for the exemptive relief available under Sections I and III of PTCE 95-60 or
another exemption from the “prohibited transactions” rules under ERISA issued by the U.S. Department of Labor
or similar exemption under Similar Laws.


 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described


 



    	A-21-8



    	 



    

 


above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d)
of the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance
with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, 


  



    	A-21-9



    	 



    

 


AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 



    	A-21-10



    	 



    

 





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


	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:


 


Dated: December 15, 2015


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED
TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:


 



    	 



    	 



    

 





ABBREVIATIONS


 


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


 


	TEN COM

        

        TEN ENT

        

        JT TEN

         
	- 

        - 

        -

         
	as tenant in common 

        as tenants by
        the entireties 

        as joint tenants
        with rights of survivorship

        and not as tenants in common

         
	 	UNIF GIFT MIN
        ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform
        Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM
OF TRANSFER


 


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


 


	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	 	IDENTIFYING
    NUMBER OF ASSIGNEE
	 	 
	 	 


 


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






 


	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 


 



    	 



    	 



    

 





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.


 



    	 



    	 



    

 





[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 



    	 



    	 



    



 


EXHIBIT
A-22



[FORM OF CLASS V CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


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 TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(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 UNDER THE SECURITIES ACT, OR (2) TO AN INSTITUTIONAL ACCREDITED INVESTOR
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE
EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND 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 (1) TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE
INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED “PLAN ASSETS” UNDER U.S. DEPARTMENT OF
LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS, THAT IS SUBJECT TO TITLE I OF
ERISA OR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR (2) TO


 



    	A-22-1 



     


    

 


ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
OF, OR WITH ASSETS OF ANY SUCH PLAN.


 


THIS
CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN CERTAIN EXCESS INTEREST AS FURTHER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.



 




    	A-22-2 



     


    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	PERCENTAGE
                                         INTEREST OF THIS CLASS V CERTIFICATE: [_]%

         

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

         

        CUT-OFF
        DATE: dECEMBER 1, 2015

         

        CLOSING
        DATE: dECEMBER 15, 2015

         

        FIRST
        DISTRIBUTION DATE: january 15, 2016

         

        NO.
        V-[_]

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

         

        SPECIAL
        SERVICER: RIALTO CAPITAL ADVISORS, LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        

        TRUSTEE/CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.        61691A BD4

         

        ISIN NO.           US61691ABD46

        



 






CLASS V
CERTIFICATE


 


evidencing
a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool
of commercial mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [_____] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans,
such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned
in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial
Mortgage Pass-Through Certificates, Series 2015-UBS8 (herein called the “Certificates”). The Certificates are
issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of


 



    	A-22-3 



     


    

 


the
beneficial ownership of the Trust. This Certificate represents an interest in the Class V Certificates equal to the percentage
interest specified on the face hereof.


 


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 parties thereto. 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 Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder 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.


 


The
Holder of this Certificate shall be entitled to receive only certain amounts set forth in the Pooling and Servicing Agreement
in respect of Excess Interest. Distributions on this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related
Determination Date (a “Distribution Date”), commencing on the First Distribution Date specified above, to the
Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each
month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”),
commencing on January 11, 2016. 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.


 


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
Certificates are limited in right of payment to 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, withdrawals
from the Collection 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.


 


All
distributions under the Pooling and Servicing Agreement will be made by or on behalf of the Certificate Administrator by check
mailed to the Holder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request
to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate
Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written
notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire
transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the
above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the
location that will be specified in a notice of the pendency of such final distribution.


 



    	A-22-4 



     


    




 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, 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
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 V Certificates will be issued in fully registered, certificated form in minimum percentage interests of 5% and in multiples
of 1% in excess thereof.


 


No
transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer
of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a transfer of such Certificate by the Depositor or
one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially
in the form attached as Exhibit D-1 to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s
prospective Transferee substantially in the form attached either as Exhibit D-2A or Exhibit D-2B to the
Pooling and Servicing Agreement; or (ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that
such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the
facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s
prospective Transferee on which such opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust
or of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the
Trust Advisor or the Certificate Registrar in their respective capacities as such). No transfer of a Class V Certificate may be
made to a Person that is not a Qualified Institutional Buyer or an Institutional Accredited Investor. No transfer of a Class V
Certificate may be made in book-entry form. No party to the Pooling and Servicing Agreement is obligated to register or qualify
any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise
required under the Pooling and


 



    	A-22-5 



     


    

 


Servicing
Agreement to permit the transfer of any Certificate. Any Certificateholder or Certificate Owner desiring to effect a transfer
of this Certificate or interests therein shall, and does hereby agree to, indemnify each Underwriter, each Initial Purchaser and
each party to the Pooling and Servicing Agreement against any liability that may result if the transfer is not exempt from such
registration or qualification or is not made in accordance with such federal and state laws.


 


No
transfer of this Certificate or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts, the
assets of which are considered “plan assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified
by Section 3(42) of ERISA, including, without limitation, insurance company general accounts, that is subject to Title I
of ERISA or Section 4975 of the Code or any applicable federal, state or local law (“Similar Laws”) materially
similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (B) to any Person who is
directly or indirectly purchasing this Certificate or interest herein on behalf of, as named fiduciary of, as trustee of, or with
“plan assets” of a Plan. Each Person who acquires any Class V Certificate (unless it shall have acquired such
Certificate from the Depositor or an Affiliate thereof) shall be required to deliver to the Certificate Registrar a certification
in the form of Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement that includes a certification
to the effect that it is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein
on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


 


The
Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,
the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of
the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the


 



    	A-22-6 



     


    

 


outstanding
Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s
interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing
Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans
and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth
in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative
expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R
Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 




    	A-22-7 



     


    

 


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





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:


 


Dated:
December 15, 2015


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS  V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:


 




    	 



    	 



    







 





ABBREVIATIONS


 


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


 


	TEN COM

        

        TEN ENT

        

        JT TEN

         
	- 

        - 

        -

         
	as tenant in common 

        as tenants by
        the entireties 

        as joint tenants
        with rights of survivorship

        and not as tenants in common

         
	 	UNIF GIFT MIN
        ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform
        Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM
OF TRANSFER


 


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


 


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING
    NUMBER OF ASSIGNEE
	  	 
	 
    	 	 
	 	 	 


  


	Please
                                         print or typewrite name and address of assignee 




	 
	the
                                         within Certificate and does hereby or irrevocably constitute and appoint 




	 
	to
                                         transfer the said Certificate in the Certificate Register of the within-named Trust,
                                         with full power of substitution in the premises. 






 




	Dated:	 	 	 	 
	 	 	 	NOTICE:
    The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed
    by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.	 	 


 






    	A-22-9



    	 



    

 











DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


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


 






    	A-22-10



    	 



    

 



EXHIBIT
A-23



[FORM OF CLASS R CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


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 TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT (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 UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND 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 (1) TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS,
THE ASSETS OF WHICH ARE CONSIDERED “PLAN ASSETS” UNDER U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), INCLUDING, WITHOUT
LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS, THAT IS SUBJECT TO TITLE I OF ERISA OR TO THE PROHIBITED TRANSACTION PROVISIONS
OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY APPLICABLE FEDERAL, STATE
OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR (2) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
PLAN.


 



    	A-23-1



    	 



    

 


THIS CERTIFICATE REPRESENTS “RESIDUAL
INTERESTS” IN MULTIPLE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 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 3.3 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED
TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT
A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR 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 MULTIPLE “NONECONOMIC
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-23-2



    	 



    

 


MORGAN
STANLEY CAPITAL I TRUST 2015-UBS8,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-UBS8


 


	
        PERCENTAGE INTEREST OF THIS CLASS R CERTIFICATE:
        [_]%

         

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

         

        CUT-OFF DATE:
        dECEMBER 1, 2015

         

        CLOSING DATE:
        dECEMBER 15, 2015

         

        FIRST DISTRIBUTION
        DATE: january 15, 2016

         

        NO. R-[_]

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

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE/CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.          61691A BE2

         

        ISIN NO.              US61691ABE29

         



CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [_____] is the registered
owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant
to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between
Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity
under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian,
the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions
of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be
held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates,
Series 2015-UBS8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in
the Pooling and Servicing Agreement and will evidence in the aggregate 100% of


 



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the beneficial ownership of the Trust. This Certificate
represents an interest in the Class R Certificates equal to the percentage interest specified on the face hereof.


 


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 parties thereto. 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 Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder 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.


 


The Holder of this Certificate shall be entitled
to receive only certain amounts set forth in the Pooling and Servicing Agreement, including a distribution upon termination of
the Pooling and Servicing Agreement and the respective REMICs created thereby of the amounts which remain on deposit in the Distribution
Account after payment to the holders of all other Certificates of all amounts set forth in the Pooling and Servicing Agreement.
Distributions on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations
set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on January 11, 2016. 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.


 


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 Certificates are limited in right of payment
to 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, withdrawals from the Collection 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.


 


All distributions under the Pooling and Servicing
Agreement will be made by or on behalf of the Certificate Administrator by check mailed to the Holder’s address as it appears
on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior
to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any
Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five
(5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder.


 



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Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency
of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, 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 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 R Certificates will be issued in
fully registered, certificated form in minimum percentage interests of 10% and in multiples of 1% in excess thereof.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i)
a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached as Exhibit D-2A to the Pooling and Servicing Agreement; or (ii) an opinion of counsel satisfactory
to the Certificate Registrar to the effect that such transfer shall be made without registration under the Securities Act, together
with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder’s prospective Transferee on which such opinion of counsel is based (which opinion
of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar in their respective capacities as such).
No transfer of a Class R Certificate may be made in book-entry form or


 



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otherwise to a Person that is not a Qualified Institutional
Buyer, and any certificate and/or opinion of counsel delivered pursuant to the preceding sentence must reflect that the Transferee
of a Class R Certificate is a Qualified Institutional Buyer. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


 


No transfer of a Class R Certificate or any
interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate accounts, the assets of which are considered “plan
assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, including, without
limitation, insurance company general accounts, that is subject to Title I of ERISA or Section 4975 of the Code or any applicable
federal, state or local law (“Similar Laws”) materially similar to the foregoing provisions of ERISA or the
Code (each, a “Plan”), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan. Each Person who acquires
any Class R Certificate (unless it shall have acquired such Certificate from the Depositor or an Affiliate thereof) shall be required
to deliver to the Certificate Registrar a certification in the form of Exhibit D-2A to the Pooling and Servicing Agreement
that includes a certification to the effect that it is neither a Plan nor any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan.


 


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 Certificate Administrator under clause (F) of Section
3.3(e) of the Pooling and Servicing Agreement to deliver payments to a Person other than such Person and to have irrevocably
authorized the Certificate Registrar under clause (G) of Section 3.3(e) of the Pooling and Servicing Agreement to negotiate
the terms of any mandatory sale and to execute all instruments of Transfer and to do all other things necessary in connection with
any such sale. The rights of such person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the
following provisions:


 


(A)          (1) Each Person holding or
acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and a United States Tax Person other
than 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 any person that is not a United States Tax Person, and shall promptly notify the Certificate Registrar of any change or impending
change in its status as a Permitted Transferee and (2) each Person holding or acquiring any Ownership Interest in a Class R Certificate
shall be a Qualified Institutional Buyer and shall promptly notify the


 



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Certificate Registrar of any change or impending change
in its status as a Qualified Institutional Buyer.


 


(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 and agreement substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit E-1 (a “Transfer Affidavit and Agreement”)
from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar.


 


(C)           Notwithstanding the delivery
of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee or is not a United States Tax Person,
no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected.


 


(D)           Each Person holding or acquiring
an Ownership Interest in a Class R Certificate shall agree (1) to require a Transfer Affidavit and Agreement 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 certificate substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit E-2.


 


(E)           Each Person holding or acquiring
an Ownership Interest in a Class R Certificate that is a “pass-through interest holder” within the meaning of temporary
Treasury Regulations Section 1.67-3T(a)(2)(i)(A) or is holding an Ownership Interest in a Class R Certificate on behalf of a “pass-through
interest holder”, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written
notice of its status as such immediately upon holding or acquiring such Ownership Interest in a Class R Certificate.


 


(F)           If any purported Transferee
shall become a Holder of a Class R Certificate in violation of the provisions of Section 3.3(e) of the Pooling and Servicing
Agreement or if any Holder of a Class R Certificate shall lose its status as a Permitted Transferee or a United States Tax Person,
then the last preceding Holder of such Class R Certificate that was in compliance with the provisions of Section 3.3(e)
of the Pooling and Servicing Agreement shall be restored, to the extent permitted by law, to all rights and obligations as Holder
thereof retroactive to the date of registration of such Transfer of such Class R Certificate. None of the Trustee, the Custodian,
the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Registrar or the Certificate Administrator shall
be under any liability to any Person for any registration of Transfer of a Class R Certificate that is in fact not permitted by
Section 3.3(e) of the Pooling and Servicing Agreement or for making any payments due on such Certificate to the Holder thereof
or for taking any other action with respect to such Holder under the provisions of the Pooling and Servicing Agreement.


 



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(G)           If any purported Transferee
shall become a Holder of a Class R Certificate in violation of the restrictions in Section 3.3(e) of the Pooling and Servicing
Agreement, or if any Holder of a Class R Certificate shall lose its status as a Permitted Transferee or a United States Tax Person,
and to the extent that the retroactive restoration of the rights and obligations of the prior Holder of such Class R Certificate
as set forth in clause (F) above shall be invalid, illegal or unenforceable, then the Certificate Registrar shall have the right,
without notice to the Holder or any prior Holder of such Class R Certificate, but not the obligation, to sell or cause to be sold
such Class R Certificate to a purchaser selected by the Certificate Registrar on such terms as the Certificate Registrar may choose.
Such noncomplying Holder shall promptly endorse and deliver such Class R Certificate in accordance with the instructions of the
Certificate Registrar. Such purchaser may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. The
proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates),
expenses and taxes due, if any, will be remitted by the Certificate Registrar to such noncomplying Holder. The terms and conditions
of any sale under this clause (G) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate
Registrar shall not be liable to any Person having an Ownership Interest in a Class R Certificate as a result of its exercise of
such discretion.


 


“Permitted Transferee”
means any Transferee other than: (a) a Disqualified Organization; (b) any other Person identified in an Opinion of Counsel delivered
to the Certificate Administrator and the Trustee to the effect that the transfer of an ownership interest in any Class R Certificate
to such Person may cause any REMIC Pool to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a
Person that is a non-United States Tax Person, (d) any partnership if any of its interests are (or under the partnership agreement
are permitted to be) owned, directly or indirectly (other than through a U.S. corporation), by a non-United States Tax Person or
(e) a United States Tax Person with respect to whom income from the Class R Certificate is attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other United States
Tax Person.


 


“United States Tax Person”
means a citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury
regulations) or other entity created or organized in or under the laws of the United States, any state of the United States or
the District of Columbia, an estate whose income is subject to United States federal income tax regardless of the source of its
income, 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 United States 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 United States Tax Persons). A person not described in the immediately preceding sentence shall nevertheless be treated
as a United States Tax Person if (i) in the hands of such person the income from a Class R Certificate is effectively connected
with the conduct of a trade or business within the United States and such person has furnished the transferor and the Certificate
Registrar with an effective IRS Form W-8ECI or other prescribed form or (ii) if in connection with the proposed transfer of a Class
R Certificate, the transferor provides an opinion of counsel to the Certificate Registrar to the effect that such


 



    	A-23-8



    	 



    

 


transfer will
not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.


 


“Disqualified Organization”
means any of (i) the United States, any State or any political subdivision thereof, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for
the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit),
(ii) a foreign government, international organization or any agency or instrumentality of either of the foregoing, (iii) an organization
that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable
income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except certain
farmers’ cooperatives described in Code Section 521), (iv) rural electric and telephone cooperatives described in Section
1381(a)(2) of the Code, and (v) any other Person so designated by the Certificate Administrator based upon an Opinion of Counsel
that the holding of an ownership interest in a Class R Certificate by such Person may cause (A) any of REMIC I, REMIC II or REMIC
III to fail to qualify as a REMIC at any time that the Certificates are outstanding, or (B) any of REMIC I, REMIC II or REMIC III,
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.


 


The provisions of Section 3.3(e) of
the Pooling and Servicing Agreement may be modified, added to or eliminated, provided that there shall have been delivered to the
Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Master Servicer, the Depositor, an Opinion
of Counsel (subject to Section 5.7 of the Pooling and Servicing Agreement, a copy of which shall be provided to each Rating
Agency), in form and substance satisfactory to the Trustee, the Certificate Registrar and the Depositor, to the effect that such
modification of, addition to or elimination of such provisions will not cause any REMIC Pool to (A) cease to qualify as a REMIC
or (B) be subject to an entity-level tax caused by the Transfer of any Class R Certificate to a Person which is not a Permitted
Transferee, or cause a Person other than the prospective Transferee to be subject to a tax caused by the Transfer of a Class R
Certificate to a Person which is not a Permitted Transferee.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator,


 



    	A-23-9



    	 



    

 


the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage
Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of
the Pooling and Servicing Agreement; provided that in no event shall the Trust 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. The parties designated in the Pooling and Servicing Agreement may exercise their option to
purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance
with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 



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





	 	 	 
	 	WELLS FARGO BANK, NATIONAL 

    ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:  
	 	Title:


 


Dated:
December 15, 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:	 
	 	Name:  
	 	Title:



 



    	 



    	 



    

 


ABBREVIATIONS


 


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


 


	
        TEN COM

        

        TEN ENT

        

        JT TEN

         
	
        - 

        - 

        -

         
	
        as tenant in common 

        as tenants by the entireties 

        as joint tenants with rights of survivorship

        and not as tenants in common

         
	 	
        UNIF GIFT MIN ACT ..................................... Custodian


                      (Cust)

        

        Under Uniform Gifts to Minors


 

        Act ............................................................................


(State) 






 


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


 


FORM OF TRANSFER


 


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


 


	  	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
	  	 
	  	 	 
	 	 	 


  


	Please
print or typewrite name and address of assignee 




	 
	the within Certificate
and does hereby or irrevocably constitute and appoint 




	 
	to transfer the said Certificate in the
Certificate Register of the within-named Trust, with full power of substitution in the premises. 






 




	Dated:	 	 	 	 
	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this
Certificate in every particular without alteration or enlargement or any change whatever.
	 	 	 	 
	SIGNATURE GUARANTEED
	 	 
	The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.	 	 



 



    	A-23-12



    	 



    

 


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-23-13



    	 



    




 


 










 


 


EXHIBIT
B-1



FORM OF INITIAL CERTIFICATION


 


December
15, 2015


 


		To:	The parties listed on Schedule
                                         1 hereto



 


		Re:	Pooling and Servicing Agreement                                          (“Pooling
                                                                                                    and Servicing Agreement”) relating to Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through
                                                                                                    Certificates, Series 2015-UBS8



 


Ladies and Gentlemen:


 


In accordance
with the provisions of Section 2.2 of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with
respect to each Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions noted in the schedule of exceptions
attached hereto, that: (a) all documents specified in clauses (i), (ii), (vii), (viii), (x) and (xii) of the definition of
“Mortgage File” are in its possession, (b) such documents have been reviewed by it and have not been materially
mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate to such Mortgage Loan and (c) each
Mortgage Note has been endorsed as provided in clause (i) of the definition of “Mortgage File” of the Pooling and
Servicing Agreement. The Custodian on behalf of the Trustee makes no representations as to: (i) the validity, legality, sufficiency,
enforceability or genuineness of any such documents contained in each Mortgage File of any of the Mortgage Loans identified in
the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan.


 


The Custodian
on behalf of the Trustee acknowledges receipt of notice that the Depositor has granted to the Trustee for the benefit of the Certificateholders
a security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the REMIC I Regular
Interests, and the REMIC II Regular Interests.


 


Capitalized
words and phrases used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling
and Servicing Agreement. This Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement.


	 	 	 
	 	Wells Fargo Bank, National Association, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 




    	 



    	 



    

 


Schedule
1


 


Morgan Stanley Capital I Inc.

1585 Broadway

New York, New York 10036

Attention: Stephen Holmes


 


Morgan Stanley Capital I Inc.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


Morgan Stanley Mortgage Capital
Holdings LLC

1585 Broadway

New York, New York 10036

Attention: Stephen Holmes


 


Morgan Stanley Mortgage Capital
Holdings LLC

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


Bank of America, National Association

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch


 


W. Todd Stillerman, Esq.

Assistant General Counsel and Director

Bank of America Corporation

214 North Tryon Street, 20th Floor

NC1-027 20-05

Charlotte, North Carolina 28255


 


Henry A. LaBrun, Esq.

Cadwalader, Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202


 


UBS Real Estate Securities Inc.

1285 Avenue of the Americas




New York, New York 10019

Attention: David Schell


 


UBS Securities LLC

1285 Avenue of the Americas




 



    	B-1-2



    	 



    




 


New York, New York 10019

Attention: Henry Chung and Office of General Counsel


 


UBS AG

153 West 51st Street

New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel


 


Midland Loan Services, a Division
of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile: (913) 253-9001


 


Stinson Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Facsimile: (816) 412-9338


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile: (305) 229-6425


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Jeff Krasnoff

Facsimile: (305) 229-6425


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Niral Shah

Facsimile: (305) 229-6425


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Adam Singer

Facsimile: (305) 229-6425


 



    	B-1-3



    	 



    




 


Situs Holdings, LLC

2 Embarcadero Center, Suite 1300

San Francisco, California 94111

Attention: Stacey Ciarlanti


 



Situs Group, LLC

5065 Westheimer Road, Suite 700E

Houston, Texas 77056

Attention: Legal Department


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Client Manager – Morgan Stanley Capital I Trust 2015-UBS8

Facsimile: (410) 715-2380


 


Alston & Bird LLP

Bank of America Plaza

101 S. Tryon Street, 40th Floor

Charlotte, North Carolina 28280

Attention: Peter S. Barwick

Facsimile: (704) 444-1955


 





RREF III Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Facsimile: (212) 751-4646


RREF III Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Facsimile: (212) 751-4646




 


 




    	B-1-4



    	 



    

 


SCHEDULE
OF EXCEPTIONS


[_____]


 




    	B-1-5



    	 



    

 


 


EXHIBIT
B-2



FORM OF FINAL CERTIFICATION


 


__________,
2015


 


		To:	The parties on Schedule 1 attached
                                         hereto



 


		Re:	Pooling and Servicing Agreement
                                         (“Pooling and Servicing Agreement”) relating to Morgan Stanley Capital
                                         I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8



 


Ladies and Gentlemen:


 


In accordance
with the provisions of Section 2.2 of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with
respect to each Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions noted in the schedule of exceptions
attached hereto, that: (a) all documents specified in clauses (i), (ii), (iv), (v), (vi), (vii), (viii), (x) and (xii) of
the definition of “Mortgage File” required to be included in the Mortgage File (to the extent required to be delivered
pursuant to the Pooling and Servicing Agreement), and with respect to all documents specified in the other clauses of the definition
of “Mortgage File” (to the extent known by a Responsible Officer of the Custodian on behalf of the Trustee to be required
pursuant to the Pooling and Servicing Agreement), are in its possession, (b) such documents have been reviewed by it and
have not been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate to such
Mortgage Loan, (c) based on its examination and only as to the Mortgage Note and the Mortgage, the street address (excluding
zip code) of the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately reflects
the information contained in the documents in the Mortgage File, and (d) each Mortgage Note has been endorsed. The Custodian
on behalf of the Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness
of any of the documents contained in each Mortgage File of any of the Mortgage Loans identified in the Mortgage Loan Schedule,
or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan.


 


The Custodian
on behalf of the Trustee acknowledges receipt of notice that the Depositor has granted to the Trustee for the benefit of the Certificateholders
a security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the REMIC I Regular
Interests, and the REMIC II Regular Interests.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of the Pooling and Servicing Agreement including but not limited to Section 2.2
thereof.


 






    	B-2-1



    	 



    







	 	 	 
	 	Wells Fargo Bank, National Association, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	B-2-2



    	 



    




 


Schedule
1


 


Morgan Stanley Capital I Inc.

1585 Broadway

New York, New York 10036

Attention: Stephen Holmes


 


Morgan Stanley Capital I Inc.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


Morgan Stanley Mortgage Capital
Holdings LLC

1585 Broadway

New York, New York 10036

Attention: Stephen Holmes


 


Morgan Stanley Mortgage Capital
Holdings LLC

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


Bank of America, National Association

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch


 


W. Todd Stillerman, Esq.

Assistant General Counsel and Director

Bank of America Corporation

214 North Tryon Street, 20th Floor

NC1-027 20-05

Charlotte, North Carolina 28255


 


Henry A. LaBrun, Esq.

Cadwalader, Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202


 


UBS Real Estate Securities Inc.

1285 Avenue of the Americas

New York, New York 10019

Attention: David Schell


 


UBS Securities LLC

1285 Avenue of the Americas


 



    	B-2-3



    	 



    



New York, New York 10019

Attention: Henry Chung and Office of General Counsel


 


UBS AG

153 West 51st Street

New York, New York 10019

Attention: Chad Eisenberger, Executive Director & Counsel


 


Midland Loan Services, a Division
of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile: (913) 253-9001


 


Stinson Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Facsimile: (816) 412-9338


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile: (305) 229-6425


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Jeff Krasnoff

Facsimile: (305) 229-6425


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Niral Shah

Facsimile: (305) 229-6425


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Adam Singer

Facsimile: (305) 229-6425


 



    	B-2-4



    	 



    




 


Situs Holdings, LLC

2 Embarcadero Center, Suite 1300

San Francisco, California 94111

Attention: Stacey Ciarlanti


 


Situs Group, LLC

5065 Westheimer Road, Suite 700E

Houston, Texas 77056

Attention: Legal Department


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Client Manager – Morgan Stanley Capital I Trust 2015-UBS8

Facsimile: (410) 715-2380


 


Alston & Bird LLP

Bank of America Plaza

101 S. Tryon Street, 40th Floor

Charlotte, North Carolina 28280

Attention: Peter S. Barwick

Facsimile: (704) 444-1955


 





RREF III Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Facsimile: (212) 751-4646


RREF III Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Facsimile: (212) 751-4646




 


 




    	B-2-5



    	 



    

 


SCHEDULE
OF EXCEPTIONS


 


[_____]


 




    	B-2-6



    	 



    

 


 


EXHIBIT
C



FORM OF REQUEST FOR RELEASE


 


	To:	Wells Fargo Bank, National
                                         Association, as Custodian

                                         1055 10th Avenue SE

                                         Minneapolis, Minnesota 55414






	 	Attn: 	Global Securities and Trust Services

    Morgan Stanley Capital I Trust 2015-UBS8

    Commercial Mortgage Pass-Through Certificates,

    Series 2015-UBS8



 


		cc:	Wells Fargo Bank, National Association,
                                         as Trustee

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045

                                         Client Manager – Morgan Stanley Capital I Trust 2015-UBS8



 


		Re:	Morgan Stanley Capital I Trust
                                         2015-UBS8,

                                         Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8



 


DATE:
_________________


 


In connection
with the administration of the Mortgage Loans held by you as Custodian on behalf of the Trustee under the Pooling and Servicing
Agreement dated as of December 1, 2015 (the “Pooling and Servicing Agreement”), and executed in connection
with the above-referenced transaction, the undersigned hereby requests a release of the Trust Mortgage File held by you as Custodian
on behalf of the Trustee with respect to the following described Mortgage Loan for the reason indicated below.


 


Mortgagor’s
Name:


 


Address:


 


Loan No.:


 


Reason for
requesting file:


 


	_______	1.	Mortgage
                                         Loan paid in full.

                                         (The [Master] [Special] Servicer hereby certifies that all amounts received in connection
                                         with the Mortgage Loan have been or will be, following the [Master] [Special] Servicer’s
                                         release of the Trust Mortgage File, credited to the Collection Account or the Distribution
                                         Account, as applicable, pursuant to the Pooling and Servicing Agreement.)



 


	_______	2.	Mortgage
                                         Loan repurchased.

                                         (The [Master] [Special] Servicer hereby certifies that the Purchase Price has been credited
                                         to the Collection Account or the Distribution Account, as applicable, pursuant to the
                                         Pooling and Servicing Agreement.)



 






    	C-1



    	 



    

 


	_______	3.	Mortgage
                                         Loan Defeased.



 


	_______	4.	Mortgage
                                         Loan replaced.

                                         (The [Master] [Special] Servicer hereby certifies that a Qualifying Substitute Mortgage
                                         Loan has been assigned and delivered to you along with the related Trust Mortgage File
                                         pursuant to the Pooling and Servicing Agreement.)



 


	_______	5.	The
                                         Mortgage Loan is being foreclosed.



 





	_______	6.	Other. (Describe)	 
	 	 	 	.



 


 



The undersigned
acknowledges that once received, the above Trust Mortgage File will be held by the undersigned in accordance with the provisions
of the Pooling and Servicing Agreement and will be returned to you, except if the Mortgage Loan has been paid in full, repurchased
or replaced by a Qualifying Substitute Mortgage Loan (in which case the Trust Mortgage File will be retained by us permanently),
when no longer required by us for such purpose.


 


Capitalized
terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement.





	 	 	 
	 	[Name of [Master] [Special] Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 




    	C-2



    	 



    

 


 


EXHIBIT
D-1



FORM OF TRANSFEROR CERTIFICATE FOR

TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Bondholder Services – Morgan Stanley Capital I Trust 2015-UBS8



 


		Re:	Morgan Stanley Capital I Trust
                                         2015-UBS8, Commercial Mortgage Pass-Through

 Certificates, Series 2015-UBS8 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter
is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of a Class ___ Certificate having an initial Certificate Balance or Notional Amount
as of ________ (the “Settlement Date”) of $__________ (the “Transferred Certificate”). The
Certificates were issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of December 1, 2015 and executed in connection with the above-referenced transaction. All terms used herein and not otherwise
defined 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.          The
Transferor is the lawful owner of the Transferred Certificate with the full right to transfer such Certificate free from any and
all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Certificate,
any interest in any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy
or accept a transfer, pledge or other disposition of any Certificate, any interest in any Certificate or any other similar security
from any person in any manner, (c) otherwise approached or negotiated with respect to any Certificate, any interest in any
Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of general
advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses
(a) through (e) hereof) would constitute a distribution of any Certificate under the Securities Act of 1933, as amended (the
“Securities Act”), or would render the disposition of any Certificate a violation of Section 5 of the Securities
Act or any state securities laws, or


 






    	D-1-1



    	 



    

 


would require registration
or qualification of any Certificate, or any offer or sale thereof, pursuant to the Securities Act or any state securities laws.


 





	 	Very truly yours,
	 	 	 	 	 	 
	 	(Transferor)
	 	 	 	 	 	 
	 	By: 	 	 	 	 
	 	Name: 	 
	 	Title:	 	 


 


 













    	D-1-2



    	 



    

 


EXHIBIT
D-2A



FORM I OF TRANSFEREE CERTIFICATE

FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Bondholder Services – Morgan Stanley Capital I Trust 2015-UBS8








		Re:	Morgan Stanley Capital I Trust
                                         2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter
is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of Class ______ Certificates having an initial Certificate Balance or Notional Amount as
of _________ (the “Settlement Date”) of $__________ (the “Transferred Certificates”). The
Certificates, including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 2015 (the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced
transaction. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


1.          The
Transferee is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term
is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The
Transferee is aware that the sale to it of the Transferred Certificates is being made in reliance on Rule 144A. The Transferee
is acquiring the Transferred Certificates for its own account or for the account of a Qualified Institutional Buyer, and understands
that such Transferred Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a
Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption
from registration under the Securities Act.


 


2.          The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Transferred Certificates and
distributions thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and Servicing


 






    	D-2A-1



    	 



    

 


Agreement, (e) any
credit enhancement mechanism associated with the Transferred Certificates and (f) all related matters that it has requested.


 


3.          Check
one of the following:


 


___      The
Transferee is a “U.S. Person” and has attached hereto an Internal Revenue Service (“IRS”) Form
W-9 (or successor form).


 


___      The
Transferee is an institution that is not a “U.S. Person” and under applicable law in effect on the date hereof, no
taxes will be required to be withheld by the Certificate Administrator (or its agent) with respect to distributions to be made
on the Transferred Certificates. The Transferee has attached hereto either (i) a duly executed IRS Form W-8BEN, IRS Form
W-8BEN-E (or successor forms), which identifies the Transferee as the beneficial owner of the Transferred Certificates and states
that the Transferee is not a U.S. Person, (ii) Form W-8IMY (with appropriate attachments) or (iii) two duly executed
copies of IRS Form W-8ECI (or successor form), which identify the Transferee as the beneficial owner of the Transferred Certificates
and states that interest and original issue discount on the Transferred Certificates is, or is expected to be, effectively connected
with a U.S. trade or business. The Transferee agrees to provide to the Certificate Administrator (or its agent) 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 Administrator (or its agent) may reasonably request, on or before the date that any such
IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the
most recent IRS form of certification furnished by it to the Certificate Administrator (or its agent).


 


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


 


The
Depositor, the Trustee and the Certificate Administrator are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.


 


4.          If
the Transferred Certificates are Class V or Class R Certificates, then the Transferee (A) is not an employee benefit plan
or other retirement arrangement, including an individual retirement account or annuity, a Keogh plan or a collective


 






    	D-2A-2



    	 



    

 


investment fund or
separate account, the assets of which are considered “plan assets” under U.S. Department of Labor Regulation Section
2510.3-101, as modified by Section 3(42) of ERISA, including, without limitation, an insurance company general account, that is
subject to Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or any applicable federal, state or local law (“Similar Laws”) materially similar to the foregoing provisions
of ERISA or the Code (each, a “Plan”), and (B) is not directly or indirectly purchasing the Transferred
Certificates or any interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of
a Plan.


 


5.          If
the Transferred Certificates are Non-Investment Grade Certificates (other than Class V or Class R Certificates), then
check the following paragraph that is applicable:


 


___          The
Transferee (A) is not a Plan (as defined in paragraph 4 above), and (B) is not directly or indirectly purchasing the
Transferred Certificates or any interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets”
of a Plan.


 


___      The
Transferee has provided the Certificate Registrar with a certification of facts and an Opinion of Counsel (copies of which are
attached hereto) to the effect that the transfer of the Transferred Certificates from the Transferor to the Transferee will not
constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
any Similar Laws or subject the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,
the Trust Advisor or the Certificate Registrar to any obligation in addition to those undertaken in the Pooling and Servicing
Agreement.


 


___      The
purchase and holding of such Certificate or interest therein by such person qualifies for the exemptive relief available under
Sections I and III of Prohibited Transaction Class Exemption 95-60 or another exemption from the “prohibited transactions”
rules under ERISA issued by the U.S. Department of Labor or similar exemption under Similar Laws.


 


	 	Very truly yours,
	 	 	 	 	 	 
	 	(Transferee)
	 	 	 	 	 	 
	 	By: 	 	 	 	 
	 	Name: 	 
	 	Title:	 	 





 


 









    	D-2A-3



    	 



    




 


ANNEX
1 TO EXHIBIT D-2A



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for
Transferees other than Registered Investment Companies]


 


The undersigned
hereby certifies as follows to [name of Transferor] (the “Transferor”) and Wells Fargo Bank, National Association,
as Certificate Registrar, with respect to the commercial mortgage pass-through certificate being transferred (the “Transferred
Certificates”) as described in the Transferee Certificate to which this certification relates and to which this certification
is an Annex:


 


1.          As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificate (the “Transferee”).


 


2.          The
Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933,
as amended (“Rule 144A”) because (i) the Transferee owned and/or invested on a discretionary basis $______________________1
in securities (other than the excluded securities referred to below) as of [specific date since the close of the Transferee’s
most recent fiscal year][the end of the Transferee’s most recent fiscal year] (such amount being calculated in accordance
with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.


 


		___	Corporation, etc. The Transferee
                                         is a corporation (other than a bank, savings and loan association or similar institution),
                                         Massachusetts or similar business trust, partnership, or any organization described in
                                         Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.



 


		___	Bank. The Transferee (a) is
                                         a national bank or a banking institution organized under the laws of any State, U.S.
                                         territory or the District of Columbia, the business of which is substantially confined
                                         to banking and is supervised by the State or territorial banking commission or similar
                                         official or is a foreign bank or equivalent institution, and (b) has an audited
                                         net worth of at least $25,000,000 as demonstrated in its latest annual financial statements,
                                         a copy of which is attached hereto, as of a date not more than 16 months preceding the
                                         date of sale of the Transferred Certificate in the case of a U.S. bank, and not more
                                         than 18 months preceding such date of sale for a foreign bank or equivalent institution.



 


		___	Savings and Loan. The Transferee
                                         (a) is a savings and loan association, building and loan association, cooperative
                                         bank, homestead association or similar institution, which is supervised and examined
                                         by a State or Federal authority having supervision over any such institutions or is a
                                         foreign savings and loan association or equivalent institution and (b) has an



 


 






1
Transferee must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee is a dealer,
and, in that case, Transferee must own and/or invest on a discretionary basis at least $10,000,000 in securities.


 






    	D-2A-4



    	 



    




 


	 	 	audited net worth of at least $25,000,000 as demonstrated in its
                              latest annual financial statements, a copy of which is attached hereto, as of a date not more than
                              16 months preceding the date of sale of the Transferred Certificate in the case of a U.S. savings
                              and loan association, and not more than 18 months preceding such date of sale for a foreign savings
                              and loan association or equivalent institution.
	 	 	 
		___	Broker-dealer. The Transferee
                                         is a dealer registered pursuant to Section 15 of the Securities Exchange Act of
                                         1934, as amended.



 


		___	Insurance Company. The Transferee
                                         is an insurance company whose primary and predominant business activity is the writing
                                         of insurance or the reinsuring of risks underwritten by insurance companies and which
                                         is subject to supervision by the insurance commissioner or a similar official or agency
                                         of a State, U.S. territory or the District of Columbia.



 


		___	State or Local Plan. The
                                         Transferee is a plan established and maintained by a State, its political subdivisions,
                                         or any agency or instrumentality of the State or its political subdivisions, for the
                                         benefit of its employees.



 


		___	ERISA Plan. The Transferee
                                         is an employee benefit plan within the meaning of Title I of the Employee Retirement
                                         Income Security Act of 1974, as amended.



 


		___	Investment Advisor. The
                                         Transferee is an investment advisor registered under the Investment Advisers Act of 1940,
                                         as amended.



 


		___	Other. (Please supply a
                                         brief description of the entity and a cross-reference to the paragraph and subparagraph
                                         under subsection (a) (1) of Rule 144A pursuant to which it qualifies. Note
                                         that registered investment companies should complete Annex 2 rather than this Annex 1.)






	 	 	 
	 	 	 
	 	 	 






 


3.          The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee,
(ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi)
securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of
determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee
did not include any of the securities referred to in this paragraph.


 






    	D-2A-5



    	 



    

 


4.          For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee used the cost of such securities to the Transferee, unless the Transferee reports its securities holdings in its financial
statements on the basis of their market value, and no current information with respect to the cost of those securities has been
published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may
have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee
in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Transferee’s direction. However, such securities were not included if the Transferee
is a majority-owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under
the Securities Exchange Act of 1934, as amended.


 


5.          The
Transferee acknowledges that it is familiar with Rule 144A and understands that the Transferor and other parties related to the
Transferred Certificates are relying and will continue to rely on the statements made herein because one or more sales to the
Transferee may be in reliance on Rule 144A.


 


___          ___          Will
the Transferee be purchasing the Transferred Certificate

Yes          No             only
for the Transferee’s own account


 


6.          If
the answer to the foregoing question is “no”, then in each case where the Transferee is purchasing for an account
other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within
the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established
by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.


 


7.          The
Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee’s purchase of the Transferred Certificates will constitute a reaffirmation
of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided
above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available
on or before the date of such purchase, promptly after they become available.


 


8.          Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificates were issued.





	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Print Name of Transferee
	 	 	 	 	 	 
	 	By: 	 	 	 	 
	 	Name: 	 
	 	Title:	 	 
	 	Date:	 	 





 




    	D-2A-6



    	 



    




 


ANNEX
2 TO EXHIBIT D-2A



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for Transferees
that are Registered Investment Companies]


 


The undersigned
hereby certifies as follows to [name of Transferor] (the “Transferor”) and Wells Fargo Bank, National Association,
as Certificate Registrar, with respect to the mortgage pass-through certificate being transferred (the “Transferred Certificates”)
as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:


 


1.          As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificates (the “Transferee”) or, if the Transferee is a
“qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended
(“Rule 144A”) because the Transferee is part of a Family of Investment Companies (as defined below), is
an executive officer of the investment adviser (the “Adviser”).


 


2.          The
Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the Transferee is an
investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee’s Family of Investment Companies owned, at least
$100,000,000 in securities (other than the excluded securities referred to below) as of [specific date since the close of the
Transferee’s most recent fiscal year][the end of the Transferee’s most recent fiscal year]. For purposes of determining
the amount of securities owned by the Transferee or the Transferee’s Family of Investment Companies, the cost of such securities
was used, unless the Transferee or any member of the Transferee’s Family of Investment Companies, as the case may be, reports
its securities holdings in its financial statements on the basis of their market value, and no current information with respect
to the cost of those securities has been published, in which case the securities of such entity were valued at market.


 


		____	The Transferee owned and/or invested
                                         on a discretionary basis $___________________ in securities (other than the excluded
                                         securities referred to below) as of the end of the Transferee’s most recent fiscal
                                         year (such amount being calculated in accordance with Rule 144A).



 


		____	The Transferee is part of a Family
                                         of Investment Companies which owned in the aggregate $______________ in securities (other
                                         than the excluded securities referred to below) as of the end of the Transferee’s
                                         most recent fiscal year (such amount being calculated in accordance with Rule 144A).



 


3.          The
term “Family of Investment Companies” as used herein means two or more registered investment companies (or series
thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries
of the same parent or because one investment adviser is a majority owned subsidiary of the other).


 



    	D-2A-7



    	 



    




 


4.          The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee
or are part of the Transferee’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit,
(iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement
and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, or owned by the Transferee’s Family of Investment Companies,
the securities referred to in this paragraph were excluded.


 


5.          The
Transferee is familiar with Rule 144A and understands that the parties to which this certification is being made are relying
and will continue to rely on the statements made herein because one or more sales to the Transferee will be in reliance on Rule 144A.


 


___          ___          Will
the Transferee be purchasing the Transferred Certificates

Yes          No            only
for the Transferee’s own account


 


6.          If
the answer to the foregoing question is “no”, then in each case where the Transferee is purchasing for an account
other than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within
the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has been established
by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.


 


7.          The
undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee’s purchase of the Transferred Certificates will constitute a reaffirmation of this certification
by the undersigned as of the date of such purchase.


 


8.          Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificates were issued.


	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Print Name of Transferee or Adviser
	 	 	 	 	 	 
	 	By: 	 	 	 	 
	 	Name: 	 
	 	Title:	 	 
	 	 	 	 
	 	IF AN ADVISER:
	 	 
	 	Print Name of Transferee 
	 	 	 	 
	 	Date:	 	 



 




    	D-2A-8



    	 



    

 


EXHIBIT
D-2B



FORM II OF TRANSFEREE CERTIFICATE

FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Bondholder Services – Morgan Stanley Capital I Trust 2015-UBS8


 


		Re:	Morgan Stanley Capital I Trust
                                         2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter
is delivered to you in connection with the transfer by _______________________ (the “Transferor”) to _______________________________
(the “Transferee”) of Class ___ Certificates having an initial Certificate Balance or Notional Amount as of
________ (the “Settlement Date”) of $__________ (the “Transferred Certificates”). The Certificates,
including the Transferred Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2015
(the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced transaction.
All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


1.          The
Transferee is acquiring the Transferred Certificates for its own account for investment and not with a view to or for sale or
transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act
of 1933, as amended (the “Securities Act”), or any applicable state securities laws.


 


2.          The
Transferee understands that (a) the Class of Certificates to which the Transferred Certificates belong has not been
and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none
of the Depositor, the Trustee or the Certificate Registrar is obligated so to register or qualify the Class of Certificates
to which the Transferred Certificates belong, and (c) no Transferred Certificate may be resold or transferred unless it is
(i) registered pursuant to the Securities Act and registered or qualified pursuant any applicable state securities laws or
(ii) sold or transferred in transactions which are exempt from such registration and qualification and the Certificate Registrar
has received either: (A) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached
as Exhibit D-1 to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective
transferee substantially in the form attached either as Exhibit D-2A or, except in the case of Class R Certificates,
as Exhibit D-2B to the Pooling and Servicing Agreement; or (C) an opinion of counsel satisfactory to the Certificate Registrar
with respect to the availability of such exemption from registration under the Securities 


 



    	D-2B-1



    	 



    

 


Act, together with copies of the written
certification(s) from the transferor and/or transferee setting forth the facts surrounding the transfer upon which such opinion
is based.


 


3.          The
Transferee understands that it may not sell or otherwise transfer any Transferred Certificate except in compliance with the provisions
of Section 3.3 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.          Transferee
understands that each Transferred Certificate will bear the following legend:


 


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 TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (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 UNDER THE SECURITIES ACT, (2) (EXCEPT WITH RESPECT TO THE CLASS V AND
CLASS R CERTIFICATES) 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) (EXCEPT WITH RESPECT TO THE
CLASS R CERTIFICATES) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


5.          The
Transferee understands that each Transferred Certificate (if it is a Non-Investment Grade Certificate (other than a Class V or
Class R Certificate)) will bear the following legend:


 


EXCEPT AS OTHERWISE
DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE
TRANSFERRED TO (1) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND
ANNUITIES, KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED “PLAN ASSETS”
UNDER U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”),


 






    	D-2B-2



    	 



    

 


INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS, THAT IS SUBJECT
TO TITLE I OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY APPLICABLE
FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR
(2) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS NAMED FIDUCIARY
OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH PLAN, 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
GOVERNMENTAL 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.


 


6.          The
Transferee understands that each Transferred Certificate (if it is a Class V or Class R Certificate) will bear the following
legends:


 


FOR THE CLASS
V AND CLASS R CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED (1) TO ANY PERSON
THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES,
KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED “PLAN ASSETS”
UNDER U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS, THAT IS SUBJECT
TO TITLE I OF ERISA OR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), OR ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
OR THE CODE OR (2) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH PLAN.


 


FOR THE CLASS
R CERTIFICATES: THIS CERTIFICATE REPRESENTS “RESIDUAL INTERESTS” IN MULTIPLE “REAL ESTATE MORTGAGE INVESTMENT
CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED. 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


 






    	D-2B-3



    	 



    

 


AGENTS OF EITHER, AS SET FORTH IN SECTION
3.3 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE
ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE
SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR 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 MULTIPLE “NONECONOMIC 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.


 


7.          Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy
or accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security
from any person in any manner, (c) otherwise approached or negotiated with respect to any Certificate, any interest in any
Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of general
advertising or in any other manner, or (e) taken any other action with respect to any Certificate, any interest in any Certificate
or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute
a distribution of the Transferred Certificates under the Securities Act, would render the disposition of the Transferred Certificates
a violation of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the
Transferred Certificates pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person
to act, in any manner set forth in the foregoing sentence with respect to any Certificate, any interest in any Certificate or
any other similar security.


 



    	D-2B-4



    	 



    




 


8.          The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Transferred Certificates and
distributions thereon, (c) the Pooling and Servicing Agreement and the Trust created pursuant thereto, (d) the nature,
performance and servicing of the Mortgage Loans, (e) any credit enhancement mechanism associated with the Transferred Certificates,
and (f) all related matters, that it has requested.


 


9.          The
Transferee is an “accredited investor” as defined in any of paragraphs (1), (2), (3) or (7) of Rule 501(a) under the
Securities Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Transferred
Certificate; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of
such investment.


 


10.        Check
one of the following:


 


___      The
Transferee is a “U.S. Person” and has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or
successor form).


 


___      The
Transferee is an institution that is not a “U.S. Person” and under applicable law in effect on the date hereof, no
taxes will be required to be withheld by the Certificate Administrator (or its agent) with respect to distributions to be made
on the Transferred Certificates. The Transferee has attached hereto either (i) a duly executed IRS Form W-8BEN, IRS Form
W-8BEN-E (or successor forms), which identifies the Transferee as the beneficial owner of the Transferred Certificates and states
that the Transferee is not a U.S. Person, (ii) Form W-8IMY (with appropriate attachments) or (iii) two duly executed
copies of IRS Form W-8ECI (or successor form), which identify the Transferee as the beneficial owner of the Transferred Certificates
and states that interest and original issue discount on the Transferred Certificates is, or is expected to be, effectively connected
with a U.S. trade or business. The Transferee agrees to provide to the Certificate Administrator (or its agent) 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 Administrator (or its agent) may reasonably request, on or before the date that any such
IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the
most recent IRS form of certification furnished by it to the Certificate Administrator (or its agent).


 


For this purpose,
“U.S. Person” means a citizen or resident of the United States for U.S. federal income tax purposes, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) created or organized in or under the laws of
the United States, any State thereof or the District of Columbia, including any entity treated as a corporation or partnership
for federal income tax purposes, an estate the income of which is subject to U.S. federal income taxation regardless of its source,
or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust,
and one or more United States fiduciaries have the authority to control all substantial decisions of such trust (or, 


 



    	D-2B-5



    	 



    

 


to the extent
provided in applicable Treasury Regulations, certain trusts in existence on October 20, 1996 which are eligible to elect to be
treated as U.S. Persons).


 


11.        If
the Transferred Certificates are Class V or Class R Certificates, then the Transferee (A) is not an employee benefit
plan or other retirement arrangement, including an individual retirement account or annuity, a Keogh plan or a collective investment
fund or separate account, the assets of which are considered “plan assets” under U.S. Department of Labor Regulation
Section 2510.3-101, as modified by Section 3(42) of ERISA, including, without limitation, an insurance company general account,
that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or any applicable federal, state or local law (“Similar Laws”) materially similar to the foregoing provisions
of ERISA or the Code (each, a “Plan”), and (B) is not directly or indirectly purchasing the Transferred
Certificates or any interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of
a Plan.


 


12.        If
the Transferred Certificates are Non-Investment Grade Certificates (other than Class V or Class R Certificates), then check the
following paragraph that is applicable:


 


___      The
Transferee (A) is not a Plan (as defined in paragraph 11 above), and (B) is not directly or indirectly purchasing the
Transferred Certificates or any interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets”
of a Plan.


 


___      The
Transferee has provided the Certificate Registrar with a certification of facts and an Opinion of Counsel (copies of which are
attached hereto) to the effect that the transfer of the Transferred Certificates from the Transferor to the Transferee will not
constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
any Similar Laws or subject the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,
the Trust Advisor or the Certificate Registrar to any obligation in addition to those undertaken in the Pooling and Servicing
Agreement.


 


___      The
purchase and holding of such Certificate or interest therein by such person qualifies for the exemptive relief available under
Sections I and III of Prohibited Transaction Class Exemption 95-60 or another exemption from the “prohibited transactions”
rules under ERISA issued by the U.S. Department of Labor or similar exemption under Similar Laws.


 


The Depositor,
the Trustee and the Certificate Administrator are entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect
to the matters covered hereby.


 


		Very truly yours,



 





    	D-2B-6



    	 



    




	 	 	 	 	 	 
	 	 	 	 	 	 
	 	(Transferee)
	 	 	 	 	 	 
	 	By: 	 	 	 	 
	 	Name: 	 
	 	Title:	 	 



 





    	D-2B-7



    	 



    

 






 


EXHIBIT
D-3



FORM OF TRANSFER CERTIFICATE

TO AN INTEREST IN A RULE 144A GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to 

Section 3.7(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: Bondholder Services – Morgan Stanley Capital I Trust 2015-UBS8


 


		Re:	Morgan
                                         Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series
                                         2015-UBS8, Class [___]



		 	 



Reference
is hereby made to the Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate initial [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Definitive Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Current Holder”). The Current Holder has requested an exchange or transfer of such Definitive Certificates
for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) (the “Rule 144A Beneficial
Interest”).


 


In
connection with such request, and in respect of such Certificates, the Current Holder does hereby certify that [it is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and intends to hold the Rule 144A Beneficial Interest for its own account] [such Certificates are being transferred
in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Current Holder 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].


 






    	D-3-1



    	 



    

 


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 Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Trust Advisor and the Initial Purchasers.


 





	 	[Insert Name of Current
    Holder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 


Dated:
_______


 




    	D-3-2



    	 



    

 


EXHIBIT
E-1



FORM OF TRANSFEREE AFFIDAVIT AND AGREEMENT (CLASS R)





 





	STATE OF	)	 
	 	)	ss:
	COUNTY OF	)	 


  


____________________,
being first duly sworn, deposes and says that:


 


1.          He/She
is the ____________________ of ____________________ (the prospective transferee (the “Transferee”) of Morgan
Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8, Class R, evidencing a ____%
Percentage Interest in such Class (the “Residual Certificates”)), a ________________ duly organized and validly
existing under the laws of ____________________, on behalf of which he/she makes this affidavit. All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the pooling and servicing agreement pursuant to which
the Residual Certificates were issued (the “Pooling and Servicing Agreement”).


 


2.          The
Transferee (i) is, and as of the date of transfer will be, a “Permitted Transferee” and will endeavor to remain
a “Permitted Transferee” for so long as it holds the Residual Certificates, and (ii) is acquiring the Residual
Certificates for its own account or for the account of another prospective transferee from which it has received an affidavit
in substantially the same form as this affidavit. A “Permitted Transferee” is any Person other than a “disqualified
organization” or a possession of the United States. (For this purpose, a “disqualified organization” means the
United States, any state or political subdivision thereof, any agency or instrumentality of any of the foregoing (other than an
instrumentality, all of the activities of which are subject to tax and a majority of whose board of directors is not selected
by any such governmental unit) or any foreign government, international organization or any agency or instrumentality of such
foreign government or organization, any rural electric or telephone cooperative, or any organization (other than certain farmers’
cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax on unrelated business
taxable income.


 


3.          The
Transferee (i) is, and as of the date of transfer will be, a “Qualified Institutional Buyer” and will endeavor
to remain a “Qualified Institutional Buyer” for so long as it holds the Residual Certificates, and (ii) is acquiring
the Residual Certificates for its own account or for the account of another prospective transferee from which it has received
an affidavit in substantially the same form as this affidavit. A “Qualified Institutional Buyer” is a qualified institutional
buyer qualifying pursuant to Rule 144A under the Securities Act of 1933, as amended.


 


4.          The
Transferee is aware (i) of the tax that would be imposed on transfers of the Residual Certificates to “disqualified
organizations” under the Code that applies to all transfers of the Residual Certificates; (ii) that such tax would
be on the transferor or, if such transfer is through an agent (which Person includes a broker, nominee or middleman) for a non-


 






    	E-1-1



    	 



    

  


Permitted
Transferee, on the agent; (iii) that the Person otherwise liable for the tax shall be relieved of liability for the tax if
the transferee furnishes to such Person an affidavit that the transferee is a Permitted Transferee and, at the time of transfer,
such Person does not have actual knowledge that the affidavit is false; and (iv) that the Residual Certificates may be a
“noneconomic residual interest” within the meaning of Treasury regulation Section 1.860E-1(c) and that the transferor
of a “noneconomic residual interest” will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer is to enable the transferor to impede the assessment or collection of
tax.


 


5.          The
Transferee is aware of the tax imposed on a “pass-through entity” holding the Residual Certificates if at any time
during the taxable year of the pass-through entity a non-Permitted Transferee is the record holder of an interest in such entity.
(For this purpose, a “pass-through entity” includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives.)


 


6.          The
Transferee is aware that the Certificate Registrar will not register any transfer of the Residual Certificates by the Transferee
unless the Transferee’s transferee, or such transferee’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 Transferee 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.


 


7.          The
Transferee 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 Residual Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


8.          The
Transferee’s taxpayer identification number is _________________.


 


9.          The
Transferee has reviewed the provisions of Section 3.3(e) of the Pooling and Servicing Agreement, a description of which
provisions is set forth in the Residual Certificates (in particular, clause (F) of the first paragraph of Section 3.3(e)
which authorizes the Certificate Administrator or the Trustee to deliver payments on the Residual Certificate to a Person other
than the Transferee and clause (G) of the first paragraph of Section 3.3(e) which authorizes the Certificate Registrar
to negotiate a mandatory sale of the Residual Certificates, in either case, in the event that the Transferee holds such Residual
Certificates in violation of Section 3.3(e)); and the Transferee expressly agrees to be bound by and to comply with such
provisions.


 


10.        No
purpose of the Transferee relating to its purchase or any sale of the Residual Certificates is or will be to impede the assessment
or collection of any tax.


 


11.        The
Transferee hereby represents to and for the benefit of the transferor that the Transferee intends to pay any taxes associated
with holding the Residual Certificates as they become due, fully understanding that it may incur tax liabilities in excess of
any cash flows generated by the Residual Certificates.


 






    	E-1-2



    	 



    

 


12.          The
Transferee will not cause income with respect to the Residual Certificates to be attributable to a foreign permanent establishment
or fixed base, within the meaning of any applicable income tax treaty, of such proposed Transferee or any other United States
Tax Person.


 


13.          The
Transferee will, in connection with any transfer that it makes of the Residual Certificates, deliver to the Certificate Registrar
a representation letter substantially in the form of Exhibit E-2 to the Pooling and Servicing Agreement in which it
will represent and warrant, among other things, that it is not transferring the Residual Certificates to impede the assessment
or collection of any tax and that it has at the time of such transfer conducted a reasonable investigation of the financial condition
of the proposed transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and has satisfied the requirements
of such provision.


 


14.          The
Transferee is a citizen or resident of the United States, a corporation, a partnership or other entity created or organized in,
or under the laws of, the United States or any political subdivision thereof, or an estate or trust whose income from sources
without the United States is includible in gross income for United States federal income tax purposes regardless of its connection
with the conduct of a trade or business within the United States.


 


15.          [Select
a or b, as applicable] [a] The Transferee has computed any consideration paid to it to acquire the Class R Certificate in accordance
with U.S. Treasury Regulations Sections 1.860E-1(c)(7) and 1.860E-1(c)(8) by computing present values using a discount rate equal
to the Federal short-term rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period
used by the Transferee.


 


[b]
The transfer of the Class R Certificate complies with Treasury Regulation Sections 1.860E-1(c)(5) and 1.860E-1(c)(6) and,
accordingly,


 


(i)           the
Transferee is an “eligible corporation,” as defined in Treasury Regulation Section 1.860E-1(c)(6), 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 Transferee’s two fiscal years preceding the Transferee’s fiscal
year of the transfer, the Transferee had gross assets for financial reporting purposes (excluding any obligation of a person related
to the Transferee within the meaning of Treasury Regulation Section 1.860E-1(c)(6)(ii) and excluding any other asset if a principal
purpose for holding or acquiring that asset is to permit the Transferee to satisfy this Section 15(ii)) in excess
of $100 million and net assets in excess of $10 million;


 


(iii)         the
Transferee will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulation
Section 1.860E-1(c)(6), in a transaction that satisfies the requirements of Treasury Regulation Section 1.860E-1(c)(5)(i), (ii)
and (iii) and this Section 15 and the transfer is not to a foreign permanent establishment (within the meaning of
an applicable income tax treaty) of such eligible corporation or any other arrangement by which the Class R Certificate will be
at any time subject to net tax by a foreign country or possession of the United States; and


 






    	E-1-3



    	 



    

 


(iv)          the
Transferee 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 Transferee) that it has determined in good faith, is a reasonable amount.


 


16.          The
Transferee (i) is, and at the time of transfer will be, a United States Tax Person other than 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 any person that is
not a United States Tax Person, and (ii) is not, and at the time of the transfer will not be, a foreign permanent establishment
or fixed base, within the meaning of any applicable income tax treaty, of any United States Tax Person. If the Transferee is a
partnership, trust or disregarded entity for U.S. federal income tax purposes, then each person that may be allocated income from
the Class R Certificate is, and at the time of transfer will be, a United States Tax Person.


 


17.          The
Transferee has historically paid its debts as they have come due and will continue to do so in the future.


 




    	E-1-4



    	 



    

 


IN
WITNESS WHEREOF, the Transferee has caused this instrument to be executed on its behalf, pursuant to the authority of its Board
of Directors, by its ____________________ and its corporate seal to be hereunto attached this ___ day of ___________, ____.


 





	 	[NAME OF TRANSFEREE]
	 	 	 
	 	By:	 
	 	 	[Name
    of Officer]
	 	 	[Title of Officer]


 







    	E-1-5



    	 



    

 


Personally
appeared before me the above named                                 ,
known or proved to me to be the same person who executed the foregoing instrument and to be the of the Purchaser, and acknowledged
to me that he/she executed the same as his/her free act and deed and the free act and deed of the Purchaser.


 


Subscribed
and sworn before me this          day of                        ,
20     . 


___________________________     


NOTARY
PUBLIC


COUNTY
OF                       ________


STATE
OF                                            


My
commission expires the          day of                        ,
20     .


  




    	E-1-6



    	 



    

 


EXHIBIT
E-2



FORM OF TRANSFEROR AFFIDAVIT AND AGREEMENT (CLASS R)


 


_______________,
20__


 


Wells
Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Bondholder Services – Morgan Stanley Capital I Trust 2015-UBS8


 


		Re:	Morgan
                                         Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series
                                         2015-UBS8 (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 December 1, 2015 (the “Pooling and Servicing Agreement”), and
executed in connection with the above-referenced transaction. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:


 


1.          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


2.          The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement. The Transferor has no knowledge or reason to know 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 for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 


4.          The
Transferor does not know and has no reason to know that the Transferee is not a Permitted Transferee, is not a United States Tax
Person or a partnership


 






    	E-2-1



    	 



    

 





(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 any person that is
not a United States Tax Person, is a foreign permanent establishment or fixed base, within the meaning of any applicable income
tax treaty, of any United States Tax Person, or is a Person with respect to which income on the Residual Certificate is attributable
to a foreign permanent establishment or fixed base, within the meaning of any applicable income tax treaty.


 


5.          The
Transferor does not know and has no reason to know that the Transferee will not honor the restrictions on subsequent transfers
by the Transferee under the Transfer Affidavit and Agreement, delivered in connection with this transfer.


 





	 	Very truly yours,
	 	 	 	 	 	 
	 	(Transferor)
	 	 	 	 	 	 
	 	By: 	 	 	 	 
	 	Name: 	 
	 	Title:	 	 


 







    	E-2-2



    	 



    

 


Personally
appeared before me the above named                                 ,
known or proved to me to be the same person who executed the foregoing instrument and to be the of the Purchaser, and acknowledged
to me that he/she executed the same as his/her free act and deed and the free act and deed of the Purchaser.


 


Subscribed
and sworn before me this          day of                        ,
20     .


_____________________  ______     


NOTARY
PUBLIC


COUNTY
OF _________________


STATE
OF                                            


My
commission expires the          day of                        ,
20     .



 




    	E-2-3



    	 



    

 


EXHIBIT
F



FORM OF REGULATION S CERTIFICATE


 


Morgan
Stanley Capital I Trust 2015-UBS8

Commercial Mortgage Pass-Through Certificates,

Series 2015-UBS8, Class ___ (the “Certificates”)


 


		TO:	Euroclear
                                         Bank, SA/NV

                                                     or

                                         CLEARSTREAM



		 	 



This
is to certify that as of the date hereof, and except as set forth below, the above-captioned Certificates held by you or on your
behalf for our account are beneficially owned by non-U.S. person(s). As used in this paragraph, the term “U.S. person”
has the meaning given to it by Regulation S under the United States Securities Act of 1933, as amended (the “Securities
Act”). To the extent that we hold an interest in any of the Certificates on behalf of person(s) other than ourselves,
we have received certifications from such person(s) substantially identical to the certifications set forth herein.


 


We
undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating
to the Certificates held by you or on your behalf for our account in accordance with your operating procedures 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.


 


This
certification excepts and does not relate to $__________ of such beneficial interest in the above Certificates in respect of which
we are not able to certify and as to which we understand the exercise of any rights to payments thereon and the exchange for definitive
Certificates or for an interest in definitive Certificates in global form cannot be made until we do so certify.


 


We
understand that this certification 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 certification is or
would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.


 


Dated:
__________, 2015


 





	 	 	 
	 	By:	 
	 	As, or as agent for, the beneficial owner(s) of the
    
 Certificates to which this certificate relates.





 




    	F-1



    	 



    

 


EXHIBIT
G



FORM OF EXCHANGE CERTIFICATION


 


(“Exchange
Certificate”)


 


__________
__, 201_


 


			
	TO:	The Depository Trust
            Company



		 	 



		CLEARSTREAM	 or





		Euroclear	 Bank,
                                         SA/NV



		 	 



			 
	 	Wells
               Fargo Bank, National Association,
 as Certificate Registrar



		 	 



This
is to notify you as to the transfer of the beneficial interest in $_______________ of Morgan Stanley Capital I Trust 2015-UBS8
Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8, Class __(the “Certificates”).


 


The
undersigned is the owner of a beneficial interest in the Class __ [Rule 144A Global Certificate] [Regulation S Global Certificate]
and requests that on [INSERT DATE], (i) [Euroclear] [CLEARSTREAM] [DTC] debit account #__________, with respect to $__________
principal denomination of the Class __ [Rule 144A Global Certificate] [Regulation S Global Certificate] and (ii) [DTC] [Euroclear]
[CLEARSTREAM] credit the beneficial interest of the below-named purchaser, account #__________, in the Class __ [Rule 144A Global
Certificate] [Regulation S Global Certificate] in the same principal denomination as follows:


 


Name:

Address:

Taxpayer I.D. No.:


 


The
undersigned hereby represents that this transfer is being made in accordance with an exemption from the provisions of Section
5 of the United States Securities Act of 1933, as amended (the “Securities Act”), which representation is based
upon the reasonable belief that the purchaser is [an institution that is not a U.S. Person as defined in Regulation S under the
Securities Act] [a “qualified institutional buyer,” as defined in Rule 144A under the Securities Act, and that such
purchaser has acquired the Certificates in a transaction effected in accordance with the exemption from the registration requirements
of the Securities Act provided by Rule 144A and, if the purchaser has purchased the Certificates for one or more accounts for
which it is acting as fiduciary or agent, each such account is a qualified institutional buyer] and that the purchaser is acquiring
beneficial interests in the applicable Certificate1 for its own account or for


 





 






	1	[NOTE:
                                         INFORMATION PROVIDED ABOVE WITH RESPECT TO PURCHASER AND THE FOREGOING REPRESENTATION
                                         MUST BE PROVIDED TO THE



		 	 



 






    	G-1



    	 



    

 


one
or more institutional accounts for which it is acting as fiduciary or agent in a minimum amount equivalent to not less than U.S.$[FOR
PRINCIPAL BALANCE CERTIFICATES: $100,000] [FOR CLASS X CERTIFICATES: $100,000] and integral multiples of U.S. $1 in excess thereof
for each such account.




 


	 	Very truly yours,
	 	 	 
	 	[NAME OF HOLDER OF CERTIFICATE]
	 	 	 
	 	By: 	 
	 	 	[Name], [Chief Financial or other Executive Officer]
	 	 	





 





 



CERTIFICATE
REGISTRAR UPON ANY TRANSFER OF CERTIFICATES IF THE CERTIFICATES ARE NO LONGER HELD IN GLOBAL FORM.]


 


 










    	G-2



    	 



    

 


EXHIBIT
H



FORM OF EUROCLEAR BANK OR CLEARSTREAM BANK CERTIFICATE


 


Morgan
Stanley Capital I Trust 2015-UBS8

Commercial Mortgage Pass-Through Certificates,

Series 2015-UBS8, Class ___ (the “Certificates”)


 


	TO:	Wells
                                         Fargo Bank, National Association, as Certificate Registrar

                                         Attn:      Morgan Stanley Capital I Trust 2015-UBS8

                                                       Commercial
                                         Mortgage Pass-Through Certificates, Series 2015-UBS8



 


This
is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission
from member organizations appearing in our records as persons being entitled to a portion of the principal amount of the Certificates
set forth below (our “Member Organizations”) substantially to the effect set forth in the Pooling and Servicing
Agreement dated as of December 1, 2015 (the “Pooling and Servicing Agreement”), and executed in connection
with the above-referenced transaction, U.S. $__________ principal amount of the above-captioned Certificates held by us or on
our behalf are beneficially owned by non-U.S. person(s). As used in this paragraph, the term “U.S. person” has the
meaning given to it by Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”).


 


We
further certify that as of the date hereof we have not received any notification from any of our Member Organizations to the effect
that the statements made by such Member Organizations with respect to any interest in the Certificates identified above are no
longer true and cannot be relied upon as of the date hereof.


 


[On
Release Date: We hereby acknowledge that no portion of the Class __ Regulation S Temporary Global Certificate shall be exchanged
for an interest in the Class __ Regulation S Permanent Global Certificate (as each such term is defined in the Pooling and Servicing
Agreement) with respect to the portion thereof for which we have not received the applicable certifications from our Member Organizations.]


 


[Upon
any payments under the Regulation S Temporary Global Certificate: We hereby agree to hold (and return to the Certificate Administrator
upon request) any payments received by us on the Class __ Regulation S Temporary Global Certificate (as defined in the Pooling
and Servicing Agreement) with respect to the portion thereof for which we have not received the applicable certifications from
our Member Organizations.]


 






    	H-1



    	 



    

 


We
understand that this certification 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 certification is or
would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.


 


Dated:





	 	 	 
	 	[EUROCLEAR BANK, SA/NV,

    as operator of the Euroclear System]
	 	 	 
	 	or
	 	 
	 	[CLEARSTREAM]
	 	 	 
	 	By:	 






  




    	H-2



    	 



    

 


EXHIBIT
I-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR PERSONS OTHER THAN THE CONTROLLING CLASS REPRESENTATIVE 

AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSCI 2015-UBS8

Email: trustadministrationgroup@wellsfargo.com, cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to MSCI 2015-UBS8 Commercial Mortgage Pass-Through Certificates



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class ___ Certificates, and is neither the
Controlling Class Representative nor a Controlling Class Certificateholder.


 


2.          In
the case of a Registered Certificate, the undersigned has received a copy of the Prospectus.


 


3.          The
undersigned is not a Borrower Party.


 


4.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information
confidential (except (i) from such outside persons as are assisting it in making an evaluation in connection with purchasing the
related Certificates, from its accountants, attorneys, affiliates (other than any with respect to any Mortgage Loan as to which
such affiliate is a Borrower Party and the related employees are involved in the management of any investment in the related Borrower
or the related Mortgaged Property), officers, directors, partners, employees, agents or representatives, and otherwise from such
governmental or banking authorities or agencies to which the undersigned is subject, (ii) to the extent such Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the undersigned,
(iii) to the extent such Information was already known to the undersigned and not otherwise subject to a confidentiality obligation
or becomes available to the undersigned on a non-confidential basis from another source, (iv) to the extent such Information is
independently developed by the undersigned, and/or (v) to the extent


 






    	I-1A-1



    	 



    

 


such
Information is requested by a judicial, administrative or government agency or pursuant to a court order or a subpoena or in the
opinion of the undersigned’s counsel disclosure is legally required to be made in a judicial, administrative or governmental
proceeding or filing, or pursuant to any law or regulation), and such Information shall 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.


 


The
undersigned shall 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 Certificate Administrator, the Trustee, the Master Servicer, each Special Servicer, the 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.          The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


7.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall 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.]





	 	 	 
	 	[Certificateholder][Certificate
Owner][Prospective Purchaser]



	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:








 








    	I-1A-2



    	 



    

 


EXHIBIT
I-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	Midland
        Loan Services, a Division of PNC 

        Bank, National Association

        

        10851
        Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – 

        Division Head

        

        Facsimile:
        (913) 253-9001

         
	Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        

        Columbia,
        Maryland 21045 

        Attention:
        Corporate Trust Services – MSCI 

        2015-UBS8

        

        Email:
        

        trustadministrationgroup@wellsfargo.com, 

        cts.cmbs.bond.admin@wellsfargo.com

         

	Rialto
    Capital Advisors, LLC

    790 NW 107th Avenue, 4th Floor

    Miami, Florida 33172

    Attention:  Liat Heller 

    Facsimile: (305) 229-6425	Situs
    Holdings, LLC

    2 Embarcadero Center, Suite 1300

    San Francisco, California 94111

    Attention: Stacey Ciarlanti

    Email: Stacey.Ciarlanti@situs.com
	[Insert
    contact information for any Excluded 

    Special Servicer]	


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) 

                                         relating to MSCI 2015-UBS8 Commercial Mortgage Pass-Through 

                                         Certificates



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2.          The
undersigned is not a Borrower Party.


 


3.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information
confidential (except (i) from such outside persons as are assisting it in making an evaluation in connection with purchasing the
related Certificates, from its accountants, attorneys, affiliates (other than any with respect to any


 






    	I-1B-1



    	 



    

 


Mortgage
Loan as to which such affiliate is a Borrower Party and the related employees are involved in the management of any investment
in the related Borrower or the related Mortgaged Property), officers, directors, partners, employees, agents or representatives,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject, (ii) to the extent
such Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly
by the undersigned, (iii) to the extent such Information was already known to the undersigned and not otherwise subject to a confidentiality
obligation or becomes available to the undersigned on a non-confidential basis from another source, (iv) to the extent such Information
is independently developed by the undersigned, and/or (v) to the extent such Information is requested by a judicial, administrative
or government agency or pursuant to a court order or a subpoena or in the opinion of the undersigned’s counsel disclosure
is legally required to be made in a judicial, administrative or governmental proceeding or filing, or pursuant to any law or regulation),
and such Information shall 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.


 


The
undersigned shall 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 shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, each Special Servicer, the 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.


 


5.          At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification
attached as Exhibit I-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit I-1E and Exhibit I-1F to the Pooling and Servicing Agreement.


 


6.          The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


7.          The
undersigned hereby certifies that an executed copy of this certification has been delivered in accordance with the notice provisions
of the Pooling and Servicing Agreement to each of the addressees listed above.


 


8.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    	I-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.]





	 	 	 
	 	[The
                    Controlling Class Representative][a 

                    Controlling Class Certificateholder]



	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:





 








    	I-1B-3



    	 



    

 


EXHIBIT
I-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR PERSONS OTHER THAN THE CONTROLLING CLASS REPRESENTATIVE 

AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSCI 2015-UBS8

Email: trustadministrationgroup@wellsfargo.com, cts.cmbs.bond.admin@wellsfargo.com


 


Midland
Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile: (913) 253-9001


 


[Insert
contact information for any Excluded Special Servicer]


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to MSCI 2015-UBS8 Commercial Mortgage Pass-Through Certificates



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class ___ Certificates, and is neither the
Controlling Class Representative nor a Controlling Class Certificateholder.


 


2          The
undersigned is a Borrower Party.


 


3.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information
confidential (except (i) from such outside persons as are assisting it in making an evaluation in connection with purchasing the
related Certificates, from its accountants, attorneys, affiliates (other than any with respect to any Mortgage Loan as to which
such affiliate is a Borrower Party and the related employees are involved in the management of any investment in the related Borrower
or the related Mortgaged Property), officers, directors, partners, employees, agents or representatives, and otherwise from


 






    	I-1C-1



    	 



    

 


such
governmental or banking authorities or agencies to which the undersigned is subject, (ii) to the extent such Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the undersigned,
(iii) to the extent such Information was already known to the undersigned and not otherwise subject to a confidentiality obligation
or becomes available to the undersigned on a non-confidential basis from another source, (iv) to the extent such Information is
independently developed by the undersigned, and/or (v) to the extent such Information is requested by a judicial, administrative
or government agency or pursuant to a court order or a subpoena or in the opinion of the undersigned’s counsel disclosure
is legally required to be made in a judicial, administrative or governmental proceeding or filing, or pursuant to any law or regulation),
and such Information shall 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.


 


The
undersigned shall 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 shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, each Special Servicer, the 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.


 


5.          The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.          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 caused its name to be signed hereto by its duly authorized signatory, as of the
date certified.] 








	 	 	 
	 	


[Certificateholder][Certificate
 
	 	 	Owner][Prospective Purchaser]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:


 








    	I-1C-2



    	 



    

 


EXHIBIT
I-1D



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	Midland
        Loan Services, a Division of PNC 

        Bank, National Association

        

        10851
        Mastin Street, Suite 700 

        Overland
        Park, Kansas 66210

        Attention: Executive Vice President – 

        Division Head

        

        Facsimile:
        (913) 253-9001

         
	Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road 

        Columbia,
        Maryland 21045

        

        Attention:
        Corporate Trust Services – MSCI 

        2015-UBS8 

        Email:
        

        trustadministrationgroup@wellsfargo.com, 

        cts.cmbs.bond.admin@wellsfargo.com

        

	Rialto
    Capital Advisors, LLC

    790 NW 107th Avenue, 4th Floor

    Miami, Florida 33172

    Attention:  Liat Heller	Situs
    Holdings, LLC

    2 Embarcadero Center, Suite 1300

    San Francisco, California 94111

    Attention: Stacey Ciarlanti

    Email: Stacey.Ciarlanti@situs.com
	[Insert contact
    information for any Excluded 

    Special Servicer]	
	 	 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to MSCI 2015-UBS8 Commercial Mortgage Pass-Through Certificates



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the
above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2          The
undersigned is a Borrower Party with respect to the following Excluded Controlling Class Mortgage Loans:


 


[IDENTIFY
EXCLUDED CONTROLLING CLASS MORTGAGE LOANS] (the “Excluded Controlling Class Mortgage Loans”)


 


3.          Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Pooling and
Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website.


 






    	I-1D-1



    	 



    

 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information
confidential (except (i) from such outside persons as are assisting it in making an evaluation in connection with purchasing the
related Certificates, from its accountants, attorneys, affiliates (other than any with respect to any Mortgage Loan as to which
such affiliate is a Borrower Party and the related employees are involved in the management of any investment in the related Borrower
or the related Mortgaged Property), officers, directors, partners, employees, agents or representatives, and otherwise from such
governmental or banking authorities or agencies to which the undersigned is subject, (ii) to the extent such Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the undersigned,
(iii) to the extent such Information was already known to the undersigned and not otherwise subject to a confidentiality obligation
or becomes available to the undersigned on a non-confidential basis from another source, (iv) to the extent such Information is
independently developed by the undersigned, and/or (v) to the extent such Information is requested by a judicial, administrative
or government agency or pursuant to a court order or a subpoena or in the opinion of the undersigned’s counsel disclosure
is legally required to be made in a judicial, administrative or governmental proceeding or filing, or pursuant to any law or regulation),
and such Information shall 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.


 


The
undersigned shall 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 Controlling Class Mortgage Loans to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s website or otherwise receives access to
such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


5.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representative and shall indemnify
each party to the Pooling and Servicing Agreement, 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 agrees that it (i) will not directly or indirectly provide such
Excluded Information to the related Borrower or (A) any employees or personnel of the undersigned or any Affiliate involved in
the management of any investment in the related Borrower or the related Mortgaged Property or (B) to its actual knowledge, any
non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, and (ii) will maintain


 






    	I-1D-2



    	 



    

 


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 agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.          The
undersigned hereby certifies that an executed copy of this certification has been delivered in accordance with the notice provisions
of the Pooling and Servicing Agreement to each of the addressees listed above.


 


9.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY
ITS CERTIFICATION HEREOF, the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the
date certified.]





	 	 	 
	 	
 [The Controlling Class Representative][a

 
	 	 	Controlling Class Certificateholder]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:








 








    	I-1D-3



    	 



    

 


EXHIBIT
I-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	Midland
        Loan Services, a Division of PNC 

        Bank, National Association

        

        10851
        Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – 

        Division Head

        

        Facsimile:
        (913) 253-9001

         
	Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road 

        Columbia,
        Maryland 21045

        

        Attention:
        Corporate Trust Services – MSCI 

        2015-UBS8 

        With
        a copy to:         
         trustadministrationgroup@wellsfargo.com, 

        cts.cmbs.bond.admin@wellsfargo.com

         

	Rialto
    Capital Advisors, LLC

    790 NW 107th Avenue, 4th Floor

    Miami, Florida 33172

    Attention:  Liat Heller 

    Facsimile: (305) 229-6425	Situs
    Holdings, LLC

    2 Embarcadero Center, Suite 1300

    San Francisco, California 94111

    Attention: Stacey Ciarlanti

    Email: Stacey.Ciarlanti@situs.com
	[Insert
    contact information for any Excluded Special Servicer]	


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to MSCI 2015-UBS8 Commercial Mortgage Pass-Through Certificates



 


THIS
NOTICE IDENTIFIES AN “EXCLUDED CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE MSCI 2015-UBS8 COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 8.31 OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 5.4(a) 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 Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


 






    	I-1E-1



    	 



    

 


2.          The
undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):


 


	Mortgage
    Loan Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 



 


				
				
				


3.          As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Senior Consultation Period is in effect with respect to the
Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such mortgage loan is an Excluded Mortgage Loan:


 






	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 





 





4.          The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit I-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information, subject to Section 5.6(c) of the Pooling and
Servicing Agreement. The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information
relating to the Excluded Controlling Class Mortgage Loans listed in Paragraph 2 above 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 5.4(a) of the Pooling and Servicing Agreement.


 


5.          The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the Excluded Controlling Class Mortgage Loans listed in
Paragraph 2 above.


 






    	I-1E-2



    	 



    

 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto
by its duly authorized officer, as of the day and year written above.





	 	 	 	 
	 	[Controlling
                    Class Representative] [a Controlling 

                    Class Certificateholder]



	 	 	 	 
	 	By: 	 	 
	 	Name:
	 	Title:
	 	Phone:
	 	Email:
	 	Address:	 
	 	 		 


  




    	I-1E-3



    	 



    

 


EXHIBIT
I-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 – MSCI 2015-UBS8

        trustadministrationgroup@wellsfargo.com, cts.cmbs.bond.admin@wellsfargo.com

         

        with
        a copy to:

         

        Wells
        Fargo Bank, National Association

        8480 Stagecoach Circle

        Frederick, Maryland 21701-4747

        Attention: MSCI 2015-UBS8

         



		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to MSCI 2015-UBS8 Commercial Mortgage Pass-Through Certificates



 


In
accordance with Section 5.4(a) 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 [Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


 


2.          The
undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):


 





	Mortgage
    Loan Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


  


3.          The
following USER IDs for CTSLink are affiliated with the undersigned and access to any Excluded Information on the Certificate Administrator’s
Website with respect


 






    	I-1F-1



    	 



    

 


to
the MSCI 2015-UBS8 securitization should be revoked as to such users, subject to Section 5.6(c) of the Pooling and Servicing
Agreement:








	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


4.          The
undersigned acknowledges that, subject to its rights under Section 5.6(c) of the Pooling and Servicing Agreement, it is not permitted
to access and shall not access any Excluded Information with respect to such Excluded Controlling Class Mortgage Loans listed
in Paragraph 2 above on the Certificate Administrator’s website unless and until it (i) is no longer an Excluded Controlling
Class Holder with respect to such Excluded Controlling Class Mortgage Loans, (ii) has delivered notice of the related Excluded
Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit I-1E 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.


 


IN
WITNESS WHEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto
by its duly authorized officer, as of the day and year written above.








	 	 	 	 
	 	[Controlling
                    Class Representative] [a Controlling 

                    Class Certificateholder]



	 	 	 	 
	 	Name:
	 	Title:
	 	Phone:
	 	Email:
	 	Address:	 





 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked to the


 






    	I-1F-2



    	 



    


 


extent provided, and with respect to the users

listed, in Paragraph 3.


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 





	 	



Name:

Title:


 




    	I-1F-3



    	 



    

 









EXHIBIT
I-1G



FORM OF CERTIFICATION OF THE CONTROLLING CLASS REPRESENTATIVE


 


[Date]


 


	
        Midland Loan Services,
a Division of PNC 

Bank, National Association 

        10851 Mastin Street,
Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – 

Division Head 

        Facsimile: (913) 253-9001

         
	
        Wells Fargo Bank,
National Association

9062 Old Annapolis Road 

        Columbia, Maryland
21045 

        Attention: Corporate
Trust Services – MSCI 

2015-UBS8 

        With a copy to: 

trustadministrationgroup@wellsfargo.com,
        

cts.cmbs.bond.admin@wellsfargo.com

         

	Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention:  Liat Heller 

Facsimile: (305) 229-6425	Situs Holdings, LLC

2 Embarcadero Center, Suite 1300

San Francisco, California 94111

Attention: Stacey Ciarlanti

Email: Stacey.Ciarlanti@situs.com
	 

                                                                                [Insert contact information for any Excluded Special Servicer]

                                                                                 
	 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to MSCI 2015-UBS8 Commercial Mortgage Pass-Through Certificates



 


In accordance with Section
10.1(d) of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned has been appointed to act as the Controlling Class Representative.


 


2.          The
undersigned [is not][is] a Borrower Party.


 






    	I-1G-1



    	 



    

 


3.          [If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit I-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit I-1E and Exhibit I-1F to the Pooling and Servicing Agreement.][The undersigned has become an Excluded Controlling Class
Holder with respect to the following Mortgage Loan(s) (“Excluded Controlling Class Mortgage Loans”):



 


	Mortgage Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


]


 


4.          The
undersigned hereby certifies that an executed copy of this certification has been delivered in accordance with the notice provisions
of the Pooling and Servicing Agreement to each of the addressees listed above.


 


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 caused its name to be signed hereto by its duly authorized signatory, as of the date certified.] 


	 	 	 
	 	[The Controlling Class Representative][a
Controlling Class Certificateholder]
	 	 	 
	 	By:	 
		 	Name:

Title:

Phone:



 






    	I-1G-2



    	 



    

  


EXHIBIT
J


 


FORM OF NRSRO CERTIFICATION (“NRSRO
Certification”)


 


Wells Fargo Bank, National Association,

as Certificate Administrator

Corporate Trust Office

9062 Old Annapolis Road

Columbia, Maryland 21045


Attention:             Morgan Stanley Capital I Trust 2015-UBS8

Commercial Mortgage Pass-Through Certificates

Series 2015-UBS8


 


Re:                         Morgan Stanley Capital I
Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8


 


Ladies and Gentlemen:


 


In accordance with the
requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2015 (the
“Pooling and Servicing Agreement”), executed in connection with the above-referenced transaction with respect
to Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8 (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.           (a)         The undersigned is a Rating Agency; or


 


(b)         The
undersigned is a nationally recognized statistical rating organization that either (x) has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is
requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the 17g-5 website pursuant to the provisions of the Pooling and Servicing Agreement, and agrees that any confidentiality agreement
applicable to the undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing
Date shall also be applicable to information obtained from the 17g-5 Information Provider’s website (including without limitation,
to any information received by the Depositor for posting on the 17g-5 Information Provider’s website), or (y) if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by
the provisions of the confidentiality agreement provided by the 17g-5 Information Provider and executed and delivered in connection
with this certification hereto which shall be applicable to it with respect to any information obtained from the 17g-5 Information
Provider’s website, including any information that is obtained from the section of the 17g-5 Information Provider’s
website that hosts the Depositor’s 17g-5 website related to the Certificates after the Closing Date.


 


2.           The
undersigned agrees that each time it accesses the 17g-5 Information Provider’s Website, it is deemed to have recertified
that the representations herein contained remain true and correct.


 






    	J-1



    	 



    

 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.





 






    	J-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.








	 	 	 	 	 	 
	 	[NRSRO]	 
	 	 	 
	 	By:	 	 	 	 
	 	 	 
	 	Name:	 	 
	 	 	 
	 	Title:	 	 	 
	 	 	 
	 	Company:	 







 


Dated: [_____]


 






    	J-3



    	 



    

 


EXHIBIT
K



FORM OF DISTRIBUTION DATE STATEMENT


 


[See attached]


 






    	K-1



    	 



    

 



 




  


 



	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16




	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7-9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15-16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21-22	 	 	 
	 	 	 	 	Defeased Loan Detail	23	 	 	 
	 	 	 	 	Supplemental Reporting	24	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Trust Advisor	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Morgan Stanley Capital I Inc.	 	 	 	Midland Loan Services	 	 	 	Rialto Capital Advisors, LLC	 	 	 	Situs Holdings, LLC	 	 	 
	 	 	 	1585 Broadway	 	 	 	A Division of PNC Bank, N.A.	 	 	 	790 NW 107th Avenue, Suite 400	 	 	 	2 Embarcadero Center, Suite 1300	 	 	 
	 	 	 	New York, NY 10036	 	 	 	10851 Mastin Street, Building 82	 	 	 	Miami, FL 33172	 	 	 	San Francisco, CA 94111	 	 	 
	 	 	 	 	 	 	 	Overland Park, KS 66210	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Contact:	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Contact: General Information Number	 	 	 	Heather Wagner	 	 	 	Contact: Thekla Salzman	 	 	 	Contact:            George Wisniewski	 	 	 
	 	 	 	Phone Number: (212) 761-4000	 	 	 	Phone Number: (913) 253-9570	 	 	 	Phone Number: (305) 229-6465	 	 	 	Phone Number: (415) 374-2832	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties.  Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.

         

        Please visit www.ctslink.com for additional information and special notices.  In addition, certificateholders may register online for email notification when special notices are posted.  For information or assistance please call 866-846-4526.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	Page 1 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class
    (2)	 	CUSIP	Pass-
 Through
 Rate	Original
 Balance	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized Loss/
 Additional Trust
 Fund Expenses	Total

    Distribution	 	Ending

    Balance	 	Current

    Subordination

    Level (1)	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	J	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	V	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-J	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                     Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i)
                     the ending balance of the designated class and (ii) the ending certificate balance of all classes which are
                     not subordinate to the designated class and dividing the result by (A).

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	Page 2 of 24



    	 



    

 







	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16


	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	J	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	V	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-G	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-H	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-J	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    	Page 3 of 24



    	 



    

 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00    	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
    Certificate Interest Reconciliation
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued

    Certificate

    Interest	 	Net Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC CAP

    Shortfall	 	Additional

    Trust Fund

    Expenses	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

 Certificate Interest	  	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-J	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 	 
	 	 	H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 	 
	 	 	J	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    	Page 4 of 24



    	 



    

 



	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	  0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Red.	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution
        Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 5 of 24



    	 



    






 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or advanced	0.00	 	 	Master Servicing Fee - Midland Loan Services	0.00	 	 
	 	Interest reductions due to Non-Recoverability
    Determinations	0.00	 	 	Trustee Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administration Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC Royalty License Fee	0.00	 	 
	 	Net Prepayment Interest Shortfall	0.00	 	 	Trust Advisor Fee - Situs Holdings, LLC	0.00	 	 
	 	Net Prepayment Interest Excess	0.00	 	 	Total Fees	 	0.00	 
	 	Extension Interest	0.00	 	 	 	 	 	 
	 	Interest Reserve Withdrawal	0.00	 	 	Additional Trust Fund Expenses:	 	 	 
	 	Total Interest Collected	 	0.00	 	Reimbursement for Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Rating Agency Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees & Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal after Maturity
    Date	0.00	 	 	Taxes Imposed on Trust Fund	0.00	 	 
	 	Recoveries from Liquidation and Insurance
    Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional Trust Fund Expenses	 	0.00	 
	 	Negative Amortization	0.00	 	 	 	 	 	 
	 	Principal Adjustments	0.00	 	 	Interest Reserve Deposit	 	0.00	 
	 	Total Principal Collected	 	0.00	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders &
    Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield Maintenance	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield Maintenance	0.00	 	 
	 	Borrower Option Extension Fees	0.00	 	 	Borrower Option Extension Fees	0.00	 	 
	 	Equity Payments Received	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	Net Swap Counterparty Payments Received	0.00	 	 	Net Swap Counterparty Payments Paid	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total Payments to Certificateholders
    & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    	Page 6 of 24



    	 



    

 







	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Property Type (1)	 	State   (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Property Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Seasoning	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 								 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page of this section.	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 7 of 24



    	 



    
 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	Anticipated Remaining Term (ARD and Balloon Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

Balance	# of

loans	Scheduled

Balance	% of

Agg.

Bal.	WAM

(2)	WAC	Weighted

Avg DSCR (3)	 	Anticipated Remaining

Term (2)	# of

loans	Scheduled

Balance	% of

Agg.

Bal.	WAM

(2)	WAC	Weighted

Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Remaining Amortization Term (ARD and Balloon Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Remaining			% of				 
	 	 	 	 	 	 	 	 	 	Amortization	# of	Scheduled	Agg.	WAM	 	Weighted	 
	 	Note Rate	 	Term	loans	Balance	Bal.	 (2)	 WAC	Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 				% of				 	 	 	 	 	 	 	 	 
	 	Note	# of	Scheduled	Agg	WAM	 	Weighted	 	 	 	 	 	 	 	 	 
	 	 Rate	 loans	 Balance	Bal.	(2)	WAC	Avg DSCR (3)	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Remaining Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Remaining			% of				 
	 	 	 	 	 	 	 	 	 	Stated	# of	Scheduled	Agg.	WAM	 	Weighted	 
	 	 	 	 	 	 	 	 	 	Term	 loans	Balance	Bal.	 (2)	WAC	Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	See footnotes on last page of this section.	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 

 



    	Page 8 of 24



    	 



    

 



	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Age of Most Recent NOI	 	Debt Service Coverage Ratio
    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Age
of Most


Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (3)	 	Debt Service
 Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-Off Date balance of each property as disclosed in the offering document.	 
	 	(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.	 
	 	(3) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Master Servicer is used. To the extent that no DSCR is provided by the Master Servicer, information from the offering document is used. The DSCRs reported by the Master Servicer may be based on a period of less than 12 months. Regardless, DSCRs are normalized based on the Most Recent Financial as of Start and End Dates as reported on the NOI Detail page of this statement. The Certificate Administrator makes no representations as to the accuracy of the data provided by the borrower for this calculation.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 


 


    	Page 9 of 24



    	 



    

 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	5	-	Termporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 10 of 24



    	 



    

 

	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16



	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 
	(1) The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report NOI figures in their loan level reporting.
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 11 of 24



    	 



    









 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16



	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    	Page 12 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 13 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Mortgage

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A  	-	Payment Not Received	0	- Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 	 
	 	 	 	 	But Still in Grace Period	1	- One Month Delinquent	 	 	(Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	 	 
	 	 	 	 	Or Not Yet Due	2	- Two Months Delinquent	5	-	Non Performing Matured Balloon  	3 	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 	 
	 	 	B	-	Late Payment But Less	3	- Three or More Months Delinquent	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 	 
	 	 	 	 	Than 1 Month Delinquent	 	 	 	 	 	5 	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 14 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	- Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	 -	 Multi-Family	OF	-	Office	 
	 	2	- Foreclosure	7	-	REO	 	 	Foreclosure	RT	 -	 Retail	MU	-	Mixed use	 
	 	3	- Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	 -	 Health Care	LO	-	Lodging	 
	 	4	- Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	 -	 Industrial	SS	-	Self Storage	 
	 	5	- Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	 -	 Warehouse	OT	-	Other	 
	 	 	 	 	 	 	 	 	 	MH	 -	 Mobile Home Park	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 15 of 24



    	 



    









 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16


	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date
	Appraisal
Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 16 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16



	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    	Page 17 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16



	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    	Page 18 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 19 of 24



    	 



    



 






	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	Page 20 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	 	 	Stated
    Principal

    Balance at

    Contribution	 	 	Current
    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 21 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16



	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    	Page 22 of 24



    	 



    

 







	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    	Page 23 of 24



    	 



    
 


	 	 	 	 
		Morgan Stanley Capital I Trust 2015-UBS8


    Commercial Mortgage Pass-Through Certificates

    Series 2015-UBS8	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	1/15/16
	8480 Stagecoach Circle	Record Date:	12/31/15
	Frederick, MD 21701-4747	Determination Date:	1/11/16



	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	Other Disclosable Special Servicer Fees	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 



    	Page 24 of 24



    	 



    

 




  


EXHIBIT
L



FORM OF TRUST ADVISOR ANNUAL REPORT


 


Report
Date: Report will be delivered annually no later than [INSERT DATE].

Transaction: Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through 

Certificates, Series 2015-UBS8

Trust Advisor: Situs Holdings, LLC

Special Servicer: [                ]

Controlling Class Representative: [                ]


 


I. Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling and Servicing
Agreement”), executed in connection with the above-referenced transaction, as well as the items listed below, the Trust
Advisor has undertaken a limited review of the Special Servicer’s operational practices in light of the Servicing Standard
and the requirements of the Pooling and Servicing Agreement and has discussed with the Special Servicer its stated policies and
procedures, operational controls and protocols, risk management systems, intellectual resources, the Special Servicer’s reasoning
for believing it is in compliance with the Pooling and Servicing Agreement and other pertinent information the Trust Advisor considers
relevant, in each case, insofar as such information relates to the resolution or liquidation of the Specially Serviced Mortgage
Loans and REO Properties and provides this Trust Advisor Annual Report.


 


No information or any
other content included in this Trust Advisor Annual Report contravenes any provision of the Pooling and Servicing Agreement. This
Trust Advisor Annual Report sets forth the Trust Advisor’s assessment of the Special Servicer’s performance of its
duties under the Pooling and Servicing Agreement during the prior calendar year on a platform-level basis with respect to the resolution
or liquidation of Specially Serviced Mortgage Loans and REO Properties during the prior calendar year.


 


Subject to the restrictions
in the Pooling and Servicing Agreement, this Trust Advisor Annual Report (A) identifies any material deviations, if any (i) from
the Servicing Standard and (ii) from the Special Servicer’s obligations under the Pooling and Servicing Agreement with respect
to the resolution or liquidation of Specially Serviced Mortgage Loans and REO Properties and (B) complies with all of the confidentiality
requirements described in the Pooling and Servicing Agreement.


 


In connection with
the assessment set forth in this report, the Trust Advisor:


 


		1.	Reviewed any annual compliance statement delivered to the Trust Advisor by the Special Servicer
pursuant to Section 13.9 the Pooling and Servicing Agreement and the following issues were noted therein: [ ]



 






    	L-1



    	 



    

 


Trust Advisor Actions:


 


		2.	Reviewed any annual independent public accountants’ servicing report delivered to the Trust
Advisor by the Special Servicer pursuant to Section 13.11 of the Pooling and Servicing Agreement and the following issues
were noted therein: [ ]



 


Trust Advisor Actions:


 


		3.	Reviewed any [Final] Asset Status Report and other information or communications delivered to the
Trust Advisor and the following issues were noted therein: [ ]



 


Trust Advisor Actions:


 


Based on such review
and/or consultation with, or other information provided by the Special Servicer, and on the Trust Advisor’s performance of
its obligations under the Pooling and Servicing Agreement, the 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.


 


Qualifications related
to the work product undertaken and opinions related to this report:


 


		1.	The Trust Advisor did not participate in, or have access to, the Special Servicer’s and Controlling
Class Representative’s discussion(s) regarding any Specially Serviced Mortgage Loan.



 


		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 Trust Advisor has no responsibility or authority to alter the
standards set forth therein.



 


		3.	Confidentiality and other contractual restrictions limit the Trust Advisor’s ability to outline
herein the details or substance of 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 Trust Advisor is given access to by the
Special Servicer. However, all such information is considered in preparing this report.



 


		4.	There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially
Serviced Mortgage Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital
reserve changes, etc. The Trust Advisor does not participate in discussions regarding such actions. As such, the Trust Advisor
has not assessed the Special Servicer’s operational compliance with respect to those types of actions.



 






    	L-2



    	 



    

 


Terms used but not
defined herein have the meaning set forth in the Pooling and Servicing Agreement as described herein.








	 	 	 
	 	Situs Holdings, LLC
	 	 	 
	 	By:	 
		 	Name:

Title:



 






    	L-3



    	 



    

  


EXHIBIT
M



FORM OF FINANCIAL MARKET PUBLISHERs CERTIFICATION (SECTION 5.4(h))


and CREFC® Certification (Section 5.4(k)) 


 


This Certification has been prepared
for provision of information to the market data providers listed in the second paragraph below pursuant to the direction of the
Depositor or the CRE Finance Council®. If you represent a Financial Market Publisher not listed herein and would
like access to the information, please contact CTSLink at (866) 846-4526, or at ctslink.customerservice@wellsfargo.com.  


 


In connection with the Morgan Stanley Capital
I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates Series 2015-UBS8 (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


 


The undersigned is [an employee or agent of
BlackRock Financial Management, Inc., Trepp, LLC, Bloomberg L.P., Thomson Reuters, CMBS.com, Inc., Intex Solutions, Inc., Markit
Group Limited or a market data provider that has been given access to the Distribution Date Statements, CREFC® reports
and supplemental notices on www.ctslink.com by request of the Depositor][an employee or agent of the CRE Finance Council®
that has been given access to the Distribution Date Statements and CREFC® reports on www.ctslink.com].


 


The undersigned agrees that each time it accesses
www.ctslink.com, the undersigned is deemed to have recertified that the representation above remains true and correct.


 


Capitalized terms used but not defined herein
shall have the respective meanings assigned thereto in the agreement pursuant to which the Certificates were issued.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and has caused, or shall be deemed to have caused, its name to be signed hereto by its duly
authorized signatory, as of the date certified. 


	 	 	 
	 	[______________________]
	 	 	 
	 	By:	 
		 	Name:

Title:

Phone:

E-mail:



 


Dated:


 






    	M-1



    	 



    

 


EXHIBIT
N-1


 


[Reserved]


 






    	N-1-1



    	 



    

 


EXHIBIT
N-2


 


[Reserved]


 






    	N-2-1



    	 



    




EXHIBIT
O-1


FORM OF POWER OF ATTORNEY TO MASTER SERVICER






RECORDING REQUESTED BY:


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile: (913) 253-9001


SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National Association, a
national banking association organized and existing under the laws of the United States and having an office at 9062 Old
Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in such capacity,
the “Trustee”), hereby constitutes and appoints [_____] (the “Master Servicer”), as its
true and lawful Attorney-in-Fact, and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative
appointed by the Board of Directors of the Master Servicer, to execute and acknowledge in writing or by facsimile stamp
all documents customarily and reasonably necessary and appropriate for the tasks described in the items (1) through (12)
below; provided however, that the documents described below may only be executed and delivered by such Attorney-In-Fact if
such documents are required or permitted under the terms of the Pooling and Servicing Agreement, dated as of December 1,
2015 (the “Agreement”) between Morgan Stanley Capital I Inc., as depositor
(the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as Trustee,
certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar,
authenticating agent and custodian, and Situs Holdings, LLC, as trust advisor relating to the Morgan Stanley Capital I Trust
2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8, and no power is granted hereunder to take any
action that would be adverse to the interests of Wells Fargo Bank, National Association.


This Limited Power of Attorney is being issued in connection
with the Master Servicer’s responsibilities to service certain mortgage loans (the “Loans”) held by Wells
Fargo Bank, National Association, as Trustee. The Loans are comprised of mortgages or deeds of trust (the “Mortgages”
and “Deeds of Trust” respectively), and other forms of security instruments (collectively, the “Security
Instruments”) and the Mortgage Notes secured thereby. Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.


		1.	Demand, sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter
shall become due and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take
any lawful means for recovery by legal process or otherwise, including but not limited to







    	O-1-1 



    	 



    

 


 


			the substitution of trustee serving under a Deed of Trust, the preparation and issuance of statements
of breach, notices of default, and/or notices of sale, accepting deeds in lieu of foreclosure, evicting (to the extent allowed
by federal, state or local laws) and foreclosing on the properties under the Security Instruments by judicial or non-judicial foreclosure,
actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and all other tort,
contractual or other claims of whatever nature, including execution of any evidentiary affidavits or verifications in support thereof,
as may be necessary or advisable in any bankruptcy action, state or federal suit or any other action. 



		2.	Execute and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National
Association, as Trustee, in litigation and to resolve any litigation where the Master Servicer has an obligation to defend Wells
Fargo Bank, National Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and
settlement.



		3.	Transact business of any kind regarding the Loans and the Mortgaged Properties



		4.	Obtain an interest therein and/or building thereon, as Wells Fargo Bank, National Association, as Trustee’s act and deed,
to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment of
a promissory note or performance of any obligation or agreement.



		5.	Execute, complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments
regarding the Mortgagors, the Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates,
financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans,
waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment
agreements, non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase
and sale agreements, and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments,
if any, conveying the Mortgaged Properties, in the interest of Wells Fargo Bank, National Association, as Trustee.



		6.	Endorse on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned
and draw upon, replace, substitute, release or amend letters of credit as property securing the Loans.



		7.	[RESERVED]



		8.	Such other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish
the Master Servicer’s duties and responsibilities under the Agreement.



		9.	Execute any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust
as necessary to transfer ownership of the





    	O-1-2 



    	 



    

 


			affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership
of the Loans.



		10.	Subordinate the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable,
or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including
but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.



		11.	Convey the Mortgaged Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real
estate owner, or convey title to real estate owned property (“REO Property”).



		12.	Execute and deliver the following documentation with respect to the sale of the REO Property acquired through a foreclosure
or deed-in-lieu of foreclosure, including, without limitation, listing agreements, purchase and sale agreements, grant / limited
or special warranty / quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the
Mortgaged Property to a party contracted to purchase same, escrow instructions and any all documents necessary to effect the transfer
of REO Property.



The undersigned gives said Attorney-in-Fact full power and
authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect
the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do as of [date].


This appointment is to be construed and interpreted as a
limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give
rise to, and it is not to be construed as a general power of attorney.


The Master Servicer hereby agrees to indemnify and hold Wells
Fargo Bank, National Association, as Trustee, and its directors, officers, employees and agents harmless from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
or nature whatsoever incurred by the Trustee by reason or result of the misuse of this Limited Power of Attorney by the Master
Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier
resignation or removal of Wells Fargo Bank, National Association, as Trustee under the Agreement.




    	O-1-3 



    	 



    

Witness my hand and seal this            
day of                              ,
2015.


		Wells Fargo Bank, National Association, as Trustee, for Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8


 


	 	 	By:  	 
	Witness:       	 	 	, Vice President
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Attest:                                     ,
    Assistant Secretary	 	 	 




    	O-1-4 



    	 



    

CORPORATE ACKNOWLEDGMENT


State of Maryland


County of                                       


On this                                          
day of                                           
, 2015, before me, the undersigned, a Notary Public in and for said County and State,
personally appeared __________________ , personally known to me (or proved to me on the basis of satisfactory
evidence) to be the persons who executed the within instrument as a Vice President of Wells Fargo Bank, National Association,
a national banking association, and acknowledged to me that Wells Fargo Bank, National Association, as Trustee for Morgan
Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8 executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.





	WITNESS my hand and official seal.	 
	Signature:  		 
	 	 
	My commission expires:	
	 	








    	O-1-5 



    	 



    

 EXHIBIT
O-2


 


FORM
OF POWER OF ATTORNEY TO Special SERVICER


 


RECORDING REQUESTED BY:





[insert address]


 


 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wells Fargo Bank, National Association, a national banking association, incorporated and
existing under the laws of the United States, having its usual place of business at 9062 Old Annapolis Road, Columbia, Maryland
21045, as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of December 1, 2015
(the “Agreement”) entered into between Morgan Stanley Capital I Inc., as depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special
servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as Trustee, certificate administrator,
certificate registrar, authenticating agent and custodian, and Situs Holdings, LLC, as trust advisor relating to the Morgan Stanley
Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8, and the Trustee hereby constitutes
and appoints [_________________] (the “Special Servicer”), by and through the Special Servicer’s officers
and authorized employees, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and
for the Trustee’s benefit, in connection with all mortgage loans serviced by the Special Servicer (the “Mortgage
Loans”) and all properties (“REO Properties”) administered by the Special Servicer pursuant to the
Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate
to effectuate the enumerated transactions described in items (1) through (13) below with respect to the Mortgage Loans and REO
Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if
such documents are required or permitted under the terms of the Agreement. Capitalized terms used herein and not otherwise defined
herein have the meanings set forth in the Agreement.


 


1.          The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and to draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.          The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting such Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title
errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i)
does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of
the Agreement.


 






    	O-2-1



    	 



    

 


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;



 


		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;



 






    	O-2-2



    	 



    

 


		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 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 



 






    	O-2-3



    	 



    

 


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 Wells Fargo Bank, 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.


 


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 Wells Fargo Bank, 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 Wells
Fargo Bank, National Association, solely in its capacity as Trustee, then the Special Servicer shall promptly forward a copy of
same to the Trustee.


 






    	O-2-4



    	 



    

 


This limited power of attorney
is not intended to extend or limit the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer
to take any action with respect to Mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


 


The
Special Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by the Trustee by reason or result of the negligent use, or negligent or willful
misuse, of this Limited Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this
Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney
is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such
state.


 






    	O-2-5



    	 



    

 


IN WITNESS WHEREOF, Wells Fargo Bank, National Association,
as Trustee for MSCI 2015-UBS8 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                                ,
2015.






	 	 	 	 
	 	 	Wells Fargo Bank, National
    Association, as Trustee, for Morgan Stanley Capital I Trust 2015-UBS8
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	Address:	Wells Fargo Bank, National
	 	 	 	Association
	 	 	 	9062 Old Annapolis Road
	 	 	 	Columbia, Maryland 21045










	 	 
	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 





 




    	O-2-6



    	 



    

  


	STATE OF	)	 
	 	)     ss.:
	COUNTY OF	)	 



 


On
________________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of __________ that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal. 


	 	 
	 	Notary signature
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 



  






    	O-2-7



    	 



    

 


EXHIBIT
P-1



FORM OF CERTIFICATION 


 


Re:Morgan
Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8 (the “Transaction”),
issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling and Servicing Agreement”),
executed in connection with the Transaction (capitalized terms used but not defined herein have the meanings set forth in the Pooling
and Servicing Agreement).











 





 



 


I, [identity of certifying
individual], 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 Morgan Stanley Capital I Trust 2015-UBS8 (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 statement(s) 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 agreement(s)
in all material respects; and


  


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except
as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


		·	Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer;






		·	Rialto Capital Advisors, LLC, as Special Servicer;






		·	Situs Holdings, LLC, as Trust Advisor;



 






    	P-1-1



    	 



    

 


		·	Wells Fargo Bank, National Association, as Trustee, Certificate Administrator, Certificate Registrar,
Authenticating Agent and Custodian;






		·	[names of sub-servicers]






 


Date: [___]





	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:







 






    	P-1-2



    	 



    

 


EXHIBIT
P-2



REPORTING SERVICER FORM OF PERFORMANCE CERTIFICATION


  


Morgan Stanley Capital I Inc. 


1585 Broadway 


New York, New York 10036


Attention: Stephen Holmes





 


Re:       Morgan
Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8 (the “Transaction”),
issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling and Servicing Agreement”),
executed in connection with the Transaction.


 


     Capitalized terms
used but not defined herein have the meanings set forth in the [Pooling and Servicing Agreement] [the Subservicing Agreement, dated
as of [_] (the “Subservicing Agreement”) between [identify parties] or, if not defined in the Subservicing Agreement,
then the meanings set forth in the Pooling and Servicing Agreement].


 





 



 


I, [identity of certifying individual],
hereby certify to [Name of Certifying Person(s) for the Sarbanes-Oxley Certification], 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 supervised by me)] have reviewed the report of [servicing] information provided by the [Master Servicer/Special
Servicer/Trust Advisor/Certificate Administrator/Custodian/Trustee/Sub-Servicer] required in accordance with the Pooling and Servicing
Agreement for inclusion in the Annual Report on Form 10-K (“Form 10-K”) relating to the Trust and all reports
of information by the [Master Servicer/Special Servicer/Trust Advisor/Certificate Administrator/Custodian/Trustee/Sub-Servicer]
required in accordance with the Pooling and Servicing Agreement for inclusion in the Asset-Backed Issuer Distribution Reports on
Form 10-D (“Form 10-D”) relating to the Trust (such reports by the [Master Servicer/Special Servicer/Trust Advisor/Certificate
Administrator/Custodian/Trustee/Sub-Servicer], collectively, the “Applicable Periodic Reports”);


  


2.          Based
on my knowledge, the Applicable 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 the Applicable Periodic Reports; 


 


3.          Based
on my knowledge, all of the [distribution], servicing and other information required to be provided in the Applicable Periodic
Reports under the provisions of the [Pooling


 






    	P-2-1



    	 



    

 


and Servicing/Subservicing] Agreement for the calendar year ending December 31, [____]
is included in the Applicable Periodic Reports;


  


4.          Based
on my knowledge and the compliance review conducted in preparing the [Master Servicer/Special Servicer/Trust Advisor/Certificate
Administrator/Custodian/Trustee/Sub-Servicer]’s compliance statement under Section [13.9] of the [Pooling and Servicing/Subservicing]
Agreement in connection with Item 1123 of Regulation AB, and except as disclosed in the Applicable Periodic Reports, the [Master
Servicer/Special Servicer/Trust Advisor/Certificate Administrator/Custodian/Trustee/Sub-Servicer] has fulfilled its obligations
under the [Pooling and Servicing/Subservicing] Agreement; 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 under the [Pooling and Servicing/Subservicing]
Agreement to be included in this certification in connection 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/Subservicing] Agreement and included as an exhibit to
this certification, except as otherwise disclosed in this certification. Any material instances of noncompliance required to be
described in such reports have been disclosed in such reports. 


 


In giving the certifications above, I have
reasonably relied on information provided to me by the following unaffiliated parties: [name of trustee, custodian, certificate
administrator or other similar party; name of depositor; name of master servicer; name of trust advisor; name of special servicer;
name of other sub-servicer].


 


This Certification is being signed by me
as an officer of the [Master Servicer/Special Servicer/Trust Advisor/Certificate Administrator/Custodian/Trustee/Sub-Servicer]
responsible for reviewing [or overseeing review of] the activities performed by the [Master Servicer/Special Servicer/Trust Advisor/Certificate
Administrator/Custodian/Trustee/Sub-Servicer] under the [Pooling and Servicing/Subservicing] Agreement.


  


Date: [___] 


	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:



 






    	P-2-2



    	 



    

 


Exhibit(s)


 


[List and attach applicable Item 1122 and
Item 1123 reports.]


 






    	P-2-3



    	 



    

 


EXHIBIT
Q


 


[Reserved]





 






    	Q-1



    	 



    

 


EXHIBIT
R


 


[Reserved]





 






    	R-1



    	 



    

 


EXHIBIT
S-1



FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Morgan Stanley Capital I Inc. 


1585 Broadway 


New
York, New York 10036


Attention:
Stephen Holmes 


 


		Re:	Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through
Certificates, Series 2015-UBS8 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”) and executed in connection with the issuance of the Certificates. 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 Depositor, that:


 


1.          The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”),
with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.


 






    	S-1-1



    	 



    

 








	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
		 	Name:

Title:



 






    	S-1-2



    	 



    

  


EXHIBIT
S-2



FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Morgan Stanley Capital I Inc. 


1585 Broadway 


New York,
New York 10036

Attention: Stephen Holmes


  


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Facsimile: (913) 253-9001


  


		Re:	Morgan Stanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-Through
Certificates, Series 2015-UBS8 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”) and executed in connection with the above-referenced transaction. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee
hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer, that:


 


1.          The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its
own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole
or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws.


 


2.          The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration
and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit S-1 to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor
have received a certificate from the


 






    	S-2-1



    	 



    

 


prospective transferee substantially in the form attached as Exhibit S-2 to the Pooling
and Servicing Agreement.


 


3.          The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 8.10 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.          Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner
set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.          The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.          The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.          The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess


 






    	S-2-2



    	 



    

 


Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or
representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than
such Persons’ auditors, legal counsel and regulators.


 


8.          The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 8.10 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Pooling and Servicing Agreement.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
		 	Name:

Title:



  


cc:          Stinson
Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Facsimile: (816) 412-9338 


 






    	S-2-3



    	 



    

 


EXHIBIT
T



FORM OF NOTE HOLDER CERTIFICATION


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


 


Attention:             Morgan Stanley Capital I Trust 2015-UBS8,

Commercial Mortgage Pass-Through Certificates,

Series 2015-UBS8


 


Re:                        Morgan Stanley Capital I
Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 2015-UBS8


 


In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”; capitalized terms used but not defined herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement), executed in connection with the above-referenced transaction, the undersigned hereby certifies
and agrees as follows:


 


1.          The
undersigned is a holder of the following Serviced Companion Loan, B Note or Non-Serviced Companion Loan: [_]


 


2.          The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s Website.


 


3.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website 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 of the related Certificates and from its accountants and attorneys
(such persons, in each case, to be subject to the same requirement of confidentiality) 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.


 


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.


 






    	T-1



    	 



    

 


4.          The
undersigned shall be fully liable for any breach of the covenants or representations made by it or by any of its Representatives
in this certification and shall indemnify the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trust Fund, the Underwriters and the Initial Purchasers for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.          The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations contained herein remain true and correct.


 


IN WITNESS WHEREOF, the undersigned has caused
its name to be signed hereto by its duly authorized officer, as of the day and year written above. 


	 	 	 
	 	[___________________]
	 	 	 
	 	By:	 
		 	Name:

Title:

Phone:



 






    	T-2



    	 



    

 


SCHEDULE
I


 


UBSRES Loan Schedule


 


(See attached)


 






    	Schedule I-1



    	 



    

  




  





	MSCI 2015-UBS8
	Mortgage Loan Schedule
	UBSRES
	 


	Mortgage

Loan Seller		Loan ID		Property Name 		Cut-off Date

Balance		Address 		City 		State 		Note Date		Maturity

 Date		Mortgage

Rate 		Original Term

to Maturity (mos.) 		Remaining Term

to Maturity (mos.)		Original 

Amortization 

Term (mos.) 		ARD 

(Yes/No) 		Primary Servicing

Fee Rate		Pari
Passu

Loan Primary

Servicing

Fee Rate
	UBSRES		1		525 Seventh Avenue		$70,000,000		525 Seventh Avenue		New York		NY		10/8/2015		11/6/2025		4.118%		120		119		360		No		0.00250%		0.00000%
	UBSRES		2		Ellenton Premium Outlets		$68,000,000		5461 Factory Shops Boulevard		Ellenton		FL		11/3/2015		12/1/2025		4.299%		120		120		0		No		0.00250%		0.00000%
	UBSRES		4		Meridian Office Complex		$52,000,000		10330 North Meridian Street & 101 West 103rd Street		Carmel		IN		11/16/2015		12/6/2025		4.982%		120		120		360		No		0.00250%		0.00000%
	UBSRES		5		Grove City Premium Outlets		$40,000,000		1911 Leesburg Grove City Road		Grove City		PA		11/3/2015		12/1/2025		4.309%		120		120		0		No		0.00250%		0.00000%
	UBSRES		6		Mall de las Aguilas		$25,000,000		455 South Bibb Avenue		Eagle Pass		TX		9/10/2015		9/6/2025		4.015%		120		117		360		No		0.00250%		0.00000%
	UBSRES		7		Gulfport Premium Outlets		$24,000,000		10000 Factory Shops Boulevard		Gulfport		MS		11/3/2015		12/1/2025		4.349%		120		120		0		No		0.00250%		0.00000%
	UBSRES		8		Holiday Inn Express - SFO		$22,973,660		1250 Bayshore Highway 		Burlingame		CA		11/5/2015		11/6/2025		5.259%		120		119		360		No		0.04000%		0.00000%
	UBSRES		9		Action Properties Portfolio		$22,541,472								11/3/2015		11/6/2025		5.221%		120		119		360		No		0.00250%		0.00000%
	UBSRES		9.01		Dyersburg Mall		$7,865,917		2700 Lake Road		Dyersburg		TN																		
	UBSRES		9.02		Center Marketplace		$3,221,280		639-677 Hurst Street		Center		TX																		
	UBSRES		9.03		Breckenridge Marketplace		$2,097,578		3732 West Walker Street		Breckenridge		TX																		
	UBSRES		9.04		Hamilton Heights		$1,797,924		1500 Military Street South		Hamilton		AL																		
	UBSRES		9.05		Rend Lake Plaza		$1,760,467		NWC of Washington Street and Central Street		Benton		IL																		
	UBSRES		9.06		Haleyville Marketplace		$1,573,183		42417 Highway 195		Haleyville		AL																		
	UBSRES		9.07		Pearl Marketplace		$1,528,235		3111 US Highway 80 East		Pearl		MS																		
	UBSRES		9.08		Lucedale Centre		$1,423,356		12114 Old Highway 63		Lucedale		MS																		
	UBSRES		9.09		Memorial Plaza		$1,273,529		200 Veterans Memorial Drive		Kosciusko		MS																		
	UBSRES		10		WPC Department Store Portfolio		$19,900,000								6/26/2015		7/6/2025		4.407%		120		115		360		No		0.00000%		0.00250%
	UBSRES		10.01		Brookfield		$4,735,978		95 North Moorland Road		Brookfield		WI																		
	UBSRES		10.02		Mayfair		$4,380,224		2400 North Mayfair Road		Wauwatosa		WI																		
	UBSRES		10.03		Southridge		$4,002,235		5300 South 76th Street		Greendale		WI																		
	UBSRES		10.04		Bay Park		$2,823,799		303 Bay Park Square		Ashwaubenon		WI																		
	UBSRES		10.05		Joliet		$2,134,525		3340 Mall Loop Drive		Joliet		IL																		
	UBSRES		10.06		West Acres		$1,823,240		3902 13th Avenue South		Fargo		ND																		
	UBSRES		12		Florida Keys Outlet Center		$17,000,000		250 East Palm Drive		Florida City		FL		11/3/2015		12/1/2025		4.169%		120		120		0		No		0.00250%		0.00000%
	UBSRES		14		Cape May Hotels		$15,924,543								7/17/2015		8/6/2025		4.833%		120		116		360		No		0.00000%		0.00250%
	UBSRES		14.01		Congress Hall		$13,600,790		200 Congress Place		Cape May		NJ																		
	UBSRES		14.02		The Star		$2,323,753		29 Perry Street		Cape May		NJ																		
	UBSRES		15		Patricia & Southway Manor		$15,718,795								11/5/2015		11/6/2025		5.109%		120		119		270		No		0.00250%		0.00000%
	UBSRES		15.01		Southway Manor		$7,923,295		7315-7497 Southway Drive 		Houston		TX																		
	UBSRES		15.02		Patricia Manor		$7,795,500		2503-2525 Patricia Manor Place		Houston		TX																		
	UBSRES		16		Porterwood		$12,600,000		23741 US 59 North		Porter		TX		10/29/2015		11/6/2025		4.826%		120		119		360		No		0.00250%		0.00000%
	UBSRES		17		Chimneys of Oak Creek Apartments		$12,467,264		1848 Chimney Lane		Kettering		OH		10/1/2015		10/6/2025		4.294%		120		118		360		No		0.05000%		0.00000%
	UBSRES		19		Lafayette Shopping Center		$11,486,011		424-472 Pike Street		Marietta		OH		10/20/2015		11/6/2025		4.933%		120		119		360		No		0.00250%		0.00000%
	UBSRES		20		Viva Branchburg		$11,300,000		3140 Route 22 West		Branchburg		NJ		11/2/2015		11/6/2025		4.575%		120		119		360		No		0.00250%		0.00000%
	UBSRES		22		Waterfall Village		$11,000,000		245 Hamburg Turnpike		Bloomingdale		NJ		8/31/2015		9/6/2025		4.488%		120		117		360		No		0.00250%		0.00000%
	UBSRES		23		Crowne Plaza Englewood		$10,972,666		401 South Van Brunt Street		Englewood		NJ		10/30/2015		11/6/2025		4.816%		120		119		240		No		0.00250%		0.00000%
	UBSRES		24		Holiday Inn Express - Atlanta Airport		$10,963,417		3833 Princeton Lakes Court		Atlanta		GA		9/10/2015		9/6/2025		5.226%		120		117		360		No		0.00250%		0.00000%
	UBSRES		25		Staybridge Suites Lincolnshire		$10,247,621		100 Barclay Boulevard		Lincolnshire		IL		11/6/2015		11/6/2025		4.978%		120		119		360		No		0.00250%		0.00000%
	UBSRES		27		Hampton Inn Panama City Beach		$9,477,538		2909 Thomas Drive		Panama City Beach		FL		10/9/2015		10/6/2025		4.800%		120		118		360		No		0.06000%		0.00000%
	UBSRES		28		Staybridge Suites Glenview		$9,128,972		2600 Lehigh Avenue		Glenview		IL		11/6/2015		11/6/2025		4.978%		120		119		360		No		0.00250%		0.00000%
	UBSRES		31		TownePlace Suites Dallas Desoto		$8,979,141		2700 Travis Street		DeSoto		TX		10/9/2015		10/6/2025		4.897%		120		118		360		No		0.00250%		0.00000%
	UBSRES		34		Hampton Inn - Harvey		$8,485,766		1651 5th Street		Harvey		LA		10/30/2015		11/6/2025		5.019%		120		119		300		No		0.00250%		0.00000%
	UBSRES		36		Chelsea Lane Apartments		$8,086,617		8039 Boone Road		Houston		TX		11/5/2015		11/6/2025		5.109%		120		119		300		No		0.00250%		0.00000%
	UBSRES		37		Charles River Plaza North		$7,945,877		185 Cambridge Street		Boston		MA		7/7/2015		8/6/2025		4.187%		120		116		315		Yes		0.00000%		0.00250%
	UBSRES		39		34 Executive Drive		$7,374,034		34 Executive Drive		Danbury		CT		8/26/2015		9/6/2025		4.959%		120		117		360		No		0.00250%		0.00000%
	UBSRES		42		Rivercrest Arms Apartments		$5,984,933		23560 Denton Street		Charter Township of Clinton		MI		10/1/2015		10/6/2025		4.504%		120		118		360		No		0.05000%		0.00000%
	UBSRES		43		Romeoville Town Center		$5,604,725		377 South Weber Road		Romeoville		IL		9/4/2015		9/6/2025		4.824%		120		117		360		No		0.00250%		0.00000%
	UBSRES		44		Shoppes at Grove City		$5,500,000		1760-1790 Stringtown Road		Grove City		OH		9/14/2015		10/6/2025		4.696%		120		118		360		No		0.00250%		0.00000%
	UBSRES		45		Crystal Industrial Park		$5,400,000		11901 Amedicus Lane		Fort Myers		FL		10/8/2015		10/6/2025		5.114%		120		118		360		No		0.06000%		0.00000%
	UBSRES		47		River Forest Apartments		$4,787,807		3500 Rue Foret		Flint Township		MI		10/1/2015		10/6/2025		4.447%		120		118		360		No		0.05000%		0.00000%
	UBSRES		48		The Shoppes at Blueberry Hill		$4,489,317		1715 South Easton Road		Doylestown		PA		9/18/2015		10/6/2025		4.781%		120		118		360		No		0.00250%		0.00000%
	UBSRES		51		StorQuest Aurora		$3,750,000		16650 East Alameda Parkway 		Aurora		CO		11/5/2015		11/6/2025		4.652%		120		119		0		No		0.08000%		0.00000%
	UBSRES		52		2071 Ringwood Avenue		$3,700,000		2071 Ringwood Avenue		San Jose		CA		9/2/2015		9/6/2025		4.207%		120		117		360		No		0.00250%		0.00000%
	UBSRES		55		CVS - Mobile		$2,342,759		7101 Cottage Hill Road		Mobile		AL		9/1/2015		9/6/2025		4.868%		120		117		240		No		0.06000%		0.00000%
	UBSRES		56		Carlsborg MHC		$1,997,936		491 Mill Road		Sequim		WA		10/30/2015		11/6/2025		5.812%		120		119		360		No		0.00250%		0.00000%
	UBSRES		57		148 Tunnel Road		$1,747,914		148 Tunnel Road		Asheville		NC		10/21/2015		11/6/2025		5.044%		120		119		360		No		0.00250%		0.00000%




  








 






    	Schedule I-2



    	 



    

 


SCHEDULE
II


 


Bank of America Loan Schedule


 


(See attached)


 






    	Schedule II-1



    	 



    

  













 


MSCI 2015-UBS8 


Mortgage Loan Schedule





BANA


 


	Mortgage

Loan Seller		Loan ID		Property Name 		Cut-off Date

Balance		Address 		City 		State 		Note Date		Maturity

 Date		Mortgage

Rate 		Original Term

to Maturity (mos.) 		Remaining Term

to Maturity (mos.)		Original 

Amortization 

Term (mos.) 		ARD 

(Yes/No) 		Primary Servicing

Fee Rate		Pari
Passu

Loan Primary

Servicing

Fee Rate
	BANA		3		Camino Village		$66,485,000		256-296 North El Camino Real		Encinitas		CA		10/29/2015		11/1/2025		4.567%		120		119		0		No		0.00250%		0.00000%
	BANA		11		Radisson - Buena Park, CA		$17,550,000		7762 Beach Boulevard		Buena Park		CA		11/5/2015		12/1/2025		5.082%		120		120		300		No		0.00250%		0.00000%
	BANA		26		2424 & 2500 Wilcrest Drive		$9,981,877		2424 & 2500 Wilcrest Drive		Houston		TX		10/23/2015		11/1/2025		4.485%		120		119		300		No		0.00250%		0.00000%
	BANA		29		Sunshine Lake Estates MHC		$9,075,000		6530 Accent Lane		New Port Richey		FL		11/5/2015		12/1/2025		5.045%		120		120		360		No		0.00250%		0.00000%
	BANA		33		Holiday Inn - New London, CT		$8,600,000		35 Governor Winthrop Boulevard		New London		CT		3/13/2015		4/1/2025		4.480%		120		112		360		No		0.00250%		0.00000%
	BANA		35		Continental West MHC		$8,250,000		3740 North Romero Road		Tucson		AZ		10/29/2015		11/1/2025		4.499%		120		119		360		No		0.00250%		0.00000%
	BANA		40		Lakeview Terrace MHC		$6,600,000		5800 North Madison Avenue		Kansas City		MO		10/15/2015		11/1/2020		4.500%		60		59		360		No		0.00250%		0.00000%
	BANA		41		2250 Point Boulevard		$6,300,000		2250 Point Boulevard		Elgin		IL		11/6/2015		12/1/2025		5.168%		120		120		360		No		0.00000%		0.00000%
	BANA		46		CVS Detroit		$4,800,000		6862 Michigan Avenue		Detroit		MI		11/9/2015		12/1/2025		4.867%		120		120		360		No		0.00250%		0.00000%
	BANA		49		Diamond Grove Estates MHC		$4,125,000		5151 North Kain Avenue		Tucson		AZ		10/29/2015		11/1/2025		4.499%		120		119		360		No		0.00250%		0.00000%
	BANA		50		Katy Nottingham		$3,844,932		940-970 South Fry Road		Katy		TX		10/30/2015		11/1/2025		4.502%		120		119		360		No		0.00250%		0.00000%
	BANA		53		Garland Firewheel		$3,495,509		5129-5301 North Garland Avenue		Garland		TX		10/30/2015		11/1/2025		4.642%		120		119		360		No		0.00250%		0.00000%




 





 






    	Schedule II-2



    	 



    








 


SCHEDULE
III


 


MSMCH Loan Schedule


 


(See attached)





 




    	Schedule III-1 



     


    

 









 








	MSCI 2015-UBS8
	Mortgage Loan Schedule
	MSMCH







 





	Mortgage

Loan
Seller		Loan ID		Property Name 		Cut-off Date

Balance		Address 		City 		State 		Note Date		Maturity

 Date		Mortgage

Rate 		Original
Term

to Maturity

(mos.) 		Remaining Term

to Maturity (mos.)		Original 

Amortization 

Term (mos.) 		ARD 

(Yes/No) 		Primary Servicing

Fee Rate		Pari
Passu

Loan Primary

Servicing

Fee Rate
	MSMCH		13		Landmark at Siena Springs Apartments		$16,050,000		6101, 6107, 6113, 6119, 6125, 6131, 6143, 6137, 6149, 6155, 6161, 6167, 6173, 6179, 6185, 6191, 6197 Westgate Drive		Orlando		FL		10/8/2015		11/1/2025		4.800%		120		119		360		No		0.00250%		0.00000%
	MSMCH		18		Security Public Storage - Herndon, VA		$11,969,537		385 Spring Street & 303 Victory Drive		Herndon		VA		10/1/2015		10/1/2025		4.450%		120		118		360		No		0.00250%		0.00000%
	MSMCH		21		Imperial Suites		$11,000,000		27600 Franklin Road		Southfield		MI		9/18/2015		10/1/2025		4.290%		120		118		360		No		0.00250%		0.00000%
	MSMCH		30		166 Elizabeth Street		$9,000,000		166 Elizabeth Street		New York		NY		11/2/2015		12/1/2025		4.450%		120		120		0		No		0.00250%		0.00000%
	MSMCH		32		Lawrenceville Shopping Center		$8,651,651		455 Grayson Highway		Lawrenceville		GA		10/9/2015		11/1/2025		4.775%		120		119		360		No		0.00250%		0.00000%
	MSMCH		38		349 East 10th Street		$7,500,000		349 East 10th Street		New York		NY		10/30/2015		11/1/2025		4.450%		120		119		0		No		0.00250%		0.00000%
	MSMCH		54		Deer Hill Industrial		$2,842,909		209 AABC Avenue (Units A-H)		Aspen		CO		10/1/2015		10/1/2025		4.550%		120		118		360		No		0.00250%		0.00000%




 





  


 






    	Schedule III-2 



     


    

 

SCHEDULE
IV


 


[Reserved]


 




    	Schedule IV-1 



     


    

 


SCHEDULE
V


 


List of Mortgage Loans Secured by the
Interest of the Related Mortgagor Under a Ground Lease, Space Lease or Air Rights Lease (Section 8.3(i))


 





Gulfport Premium Outlets


Crowne Plaza Englewood







 




    	Schedule V-1 



     


    

 


SCHEDULE
VI


 


List of Mortgagors that are Third-Party
Beneficiaries Under Section 2.3(a)


 


None


 




    	Schedule VI-1 



     


    

 


SCHEDULE
VII


 


Certain Escrow Accounts for Which a
Required Repair is Outstanding Under Section 5.1(g)


 





Camino Village


Meridian Office Complex


Mall de las Aguilas


Action Properties Portfolio


WPC Department Store Portfolio


Waterfall Village


Crowne Plaza Englewood


2424 & 2500 Wilcrest Drive


Continental West MHC


Chelsea Lane Apartments


River Forest Apartments







 




    	Schedule VII-1 



     


    

 


SCHEDULE
VIII


 


Mortgage Loans as to Which a Lender
Register is to be Maintained


 


None


 




    	Schedule VIII-1 



     


    

 


SCHEDULE
IX


 


Mortgage Loans Secured by Mortgaged Properties


Covered by an Environmental Insurance Policy


 





Camino Village


34 Executive Drive







 




    	Schedule IX-1 



     


    

 


SCHEDULE X






 


SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE 


The assessment of compliance
to be delivered shall address, at a minimum, the criteria identified below as “Relevant Servicing Criteria”.


 


	 	Relevant Servicing Criteria	Applicable

Party(ies)
	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 

        Custodian (if such entity is not
also the Certificate Administrator) 

	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.	
        Certificate Administrator

Trustee

Master Servicer

Special Servicer 

        Custodian (if such entity is not
also the Certificate Administrator) 

	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








 





 






 


1 The servicing criteria
in Item 1122(d)(1)(v) of Regulation AB shall be applicable on and after November 23, 2015. 


 



    	Schedule X-1 



     


    




 


	 	Relevant Servicing Criteria	Applicable

Party(ies)
	Reference	Criteria	
	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 

	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	
        Certificate Administrator 

        Master Servicer 

        Special Servicer 

	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	
        Certificate Administrator 

        Master Servicer 

        Special Servicer 

	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	
        Master Servicer 

        Special Servicer 

        Certificate Administrator 

	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 Servicer.	
        Certificate Administrator 

        Trust Advisor (excluding clauses (C) and
        (D) in the case of the Trust Advisor)

         

	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 Certificate Administrator’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 	Certificate 






 



    	Schedule X-2 



     


    




 


	 	Relevant Servicing Criteria	Applicable

Party(ies)
	Reference	Criteria	
	 	checks,
    or other form of payment, or custodial bank statements.	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 

        Special Servicer 

	1122(d)(4)(v)	The Master Servicer’s records regarding the mortgage loans agree with the Master 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 documents.	
        Master Servicer 

        Special Servicer 

	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	
        Special Servicer 

        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, 	
        Master Servicer

         







 



    	Schedule X-3 



     


    




 


	 	Relevant Servicing Criteria	Applicable

Party(ies)
	Reference	Criteria	
	 	or such other number of days specified in the transaction agreements.	 
	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 Master Servicer and 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.


 




    	Schedule X-4 



     


    

 


SCHEDULE
XI


 


Additional Form 10-D Disclosure


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 13.4 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 13.4 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 actual knowledge (and in the case of financial statements 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 Seller. Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no
“significant obligor” other than a party identified as such in the Prospectus Supplement. For this 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 other than a party identified as such in the Prospectus Supplement.


 


	Item on Form 10-D	Party Responsible
	
        Item 1: Distribution and Pool Performance Information: 

        ·   Item
        1121 of Regulation AB (other than information contained in the Distribution Date Statement)

         
	
        ·  Master
Servicer (only with respect to Item 1121(a)(12) of Regulation AB as to non-Specially Serviced Mortgage Loans) 

        ·  Certificate
Administrator 

        ·   Depositor

         

	
        Item 2: Legal Proceedings: 

        ·   Item
        1117 of Regulation AB (to the extent material to Certificateholders)

         
	
        ·  Master
Servicer (as to itself) 

        ·  Special
Servicer (as to itself) 

        ·  Certificate
Administrator (as to itself) 

        ·  Trustee
(as to itself) 

        ·  Custodian
(as to itself) (if such entity is not also the Certificate Administrator) 

        ·  Depositor
(as to itself) 

        ·  Any
other Reporting Servicer (as to itself) 

        ·  Trustee/Certificate
Administrator/Master Servicer/Depositor/Special Servicer as to the Trust 

        ·  Each
Seller as sponsor (as defined in Regulation AB) 

        ·  Originators
under Item 1110 of Regulation AB 

        ·  Party
under Item 1100(d)(1) of Regulation  




 






    	Schedule XI-1 



     


    

 


 


	 	AB
	Item 3:  Sale of Securities and Use of Proceeds	·   Depositor
	Item 4:  Defaults Upon Senior Securities	
        ·   Certificate
Administrator 

        ·   Trustee 

	Item 5:  Submission of Matters to a Vote of Security Holders	
        ·   Certificate
Administrator 

        ·   Trustee 

        ·   Depositor 

	Item 6:  Significant Obligors of Pool Assets	
        ·   Depositor 

        ·   Sponsor 

        ·   Applicable
Seller 

        ·   Master
Servicer 

	[Item 7:  Change in Sponsor Interest in the Securities]**	[Each Seller as to itself and its affiliates]**
	[Item 7][Item 8]**:  Significant Enhancement Provider Information	·   Depositor
	[Item 8][Item 9]**:  Other Information	
        ·  Certificate
Administrator (including the balances of the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Account and the TA Unused Fees 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 13.4 of the Pooling and Servicing Agreement) and the Collection Account as
of the related Distribution Date and the preceding Distribution Date) 

        ·   Special
Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date) 

        ·  Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders) 

	[Item 9][Item 10]**:  Exhibits	
        ·  Certificate
Administrator 

        ·  Depositor 

        



 






    	Schedule XI-2 



     


    

 

	 	
        

        ·  Master
Servicer 

        ·  Special
Servicer 




 


* Effective from and after November 23, 2016, unless otherwise
indicated by the Commission in a manner satisfactory to the Depositor. 


** Effective from and after November 23, 2015.


 




    	Schedule XI-3 



     


    

 


SCHEDULE
XII


 


Additional Form 10-K Disclosure


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 13.5 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 actual knowledge (and in the case of financial statements 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 Seller. Each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively
assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For
this 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 other than a party identified as such in the Prospectus Supplement.


 


	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments

         
	·  Depositor
	Item 9B:  Other Information	
        ·  Certificate
Administrator 

        ·  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 15:  Exhibits, Financial Statement Schedules	
        ·  Certificate
Administrator 

        ·  Depositor 

	
        Additional Item:

         

        Disclosure per Item 1117 of Regulation AB (to the extent material
        to Certificateholders)

         
	
        ·  Master
Servicer (as to itself) 

        ·  Special
Servicer (as to itself) 

        ·  Certificate
Administrator (as to itself) 

        ·  Trustee
(as to itself) 

        ·  Custodian
(as to itself) (if such entity is not also the Certificate Administrator) 

        ·  Depositor
(as to itself) 

        ·  Any
other Reporting Servicer (as to itself) 

        ·  Trustee/Certificate
Administrator/Master Servicer/Depositor/Special Servicer as to the Trust 

        ·  Each
Seller as sponsor (as defined in  




 






    	Schedule XII-1 



     


    

 


 


	
        

         
	
        

           Regulation AB) 

        ·  Originators
under Item 1110 of Regulation AB 

        ·  Party
under Item 1100(d)(1) of Regulation AB 

	
        Additional Item: 

        Disclosure per Item 1119 of Regulation AB

         
	
        ·  Master
Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under Item 1119(a) with the
Trustee, the Custodian (if such entity is not also the Certificate Administrator), the Certificate Administrator, the Special
Servicer, significant obligor contemplated by Item 1112, the Trust Advisor, any sub-servicer meeting any of the descriptions in
Item 1108(a)(3) or any enhancement or support provider contemplated by Items 1114 or 1115) 

        ·  Special
Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under Item 1119(a) with the
Trustee, the Custodian (if such entity is not also the Certificate Administrator), the Certificate Administrator, the Master Servicer,
significant obligor contemplated by Item 1112, the Trust Advisor, any sub-servicer meeting any of the descriptions in Item 1108(a)(3)
or any enhancement or support provider contemplated by Items 1114 or 1115) 

        ·  Certificate
Administrator (as to itself) (to the extent material to Certificateholders) 

        ·  Trustee
(as to itself) (to the extent material to Certificateholders) 

        ·  Custodian
(as to itself, if such entity is not also the Certificate Administrator) (to the extent material to Certificateholders) 

        ·  Depositor
(as to itself and the Trust) 

        ·  Trustee/Certificate
Administrator/Custodian (if such entity is not also the Certificate Administrator)/Master Servicer/Depositor/Trust Advisor/Special
Servicer as to the Trust 

        ·  Each
Seller as sponsors (as defined in Regulation AB) 

        ·  Originators
under Item 1110 of Regulation AB (to be provided by the Depositor) 

        




 






    	Schedule XII-2 



     


    

 


 


	 	·  Party
under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)
	
        Additional Item: 

        Disclosure per Item 1112(b) of Regulation AB 
	
        ·  Depositor 

        ·  Each
Applicable Seller as sponsor (as defined in Regulation AB) 

        ·  Master
Servicer 

	
        Additional Item: 

        Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB

         
	
        ·  Depositor 



 


    	Schedule XII-3 



     


    

 


SCHEDULE
XIII


 


Form 8-K Disclosure Information


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 13.7 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 actual 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 Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity
as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified
as such in the Prospectus Supplement. For this 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 other than a
party identified as such in the Prospectus Supplement.


 


	Item on Form 8-K	Party Responsible 
	
        Item 1.01- Entry into a Material Definitive Agreement

         

        Disclosure is required regarding entry into or amendment of
        any definitive agreement that is material to the securitization, even if depositor is not a party.

        

        Examples: servicing agreement, custodial agreement.

        

        Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus

         
	·  Trustee/Certificate Administrator/Custodian (if such entity is not also the Certificate Administrator)/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party to or entered into on behalf of the Trust)
	
        Item 1.02- Termination of a Material Definitive Agreement

         

        Disclosure is required regarding termination of any
definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor
is not a party.



Examples: servicing agreement, custodial 
	·   Trustee/Certificate Administrator/Custodian (if such entity is not also the Certificate Administrator)/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party to or entered into on behalf of the Trust)



 






    	Schedule XIII-1 



     


    

 


 


	agreement.	 
	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

         

        Includes an early amortization, performance trigger or other
        event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.

        

        Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.

         
	
        ·   Depositor 

        ·   Certificate
        Administrator (with respect to an Obligation under an Off-Balance Sheet Arrangement, if any)

         

	
        Item 3.03- Material Modification to Rights of Security Holders

         

        Disclosure is required of any material modification to documents
        defining the rights of Certificateholders, including the Pooling and Servicing Agreement.

         
	 ·  Certificate Administrator
	
        Item 5.03- Amendments to Articles of Incorporation or Bylaws;
        Change in Fiscal Year

         

        Disclosure is required of any amendment “to the governing
        documents of the issuing entity”.

         
	 ·  Depositor
	Item 5.07 - Submission of Matters to a Vote of Security Holders	
        ·   Certificate
Administrator 

        ·   Trustee 

        ·   Depositor 

	Item 6.01- ABS Informational and Computational Material	  ·   Depositor
	
        Item 6.02- Change of Servicer or Trustee

         

        Requires disclosure of any removal, replacement, substitution
or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report,
other material servicers or trustee. 
	
        ·   Master
Servicer (as to itself or a servicer retained by it) 

        ·   Special
Servicer (as to itself or a servicer retained by it) 

        ·   Certificate
Administrator (as to itself as Certificate Administrator) 

        ·   Custodian
(as to itself as Custodian) (if such entity is not also the Certificate 




 






    	Schedule XIII-2 



     


    




 


	
         

         
	
             Administrator) 

        ·  Trustee
(as to Trustee) 

        ·  Depositor 

	Reg AB disclosure about any new servicer or master servicer is required.	·   Master Servicer or Special Servicer, as applicable (in each case, as to itself, or a sub-servicer retained by it)
	Reg AB disclosure about any new Trustee is required.	·   Trustee
	Reg AB disclosure about any new Certificate Administrator is required.	·   Certificate Administrator
	Reg AB disclosure about any new Custodian is required.	·   Custodian (if such entity is not also the Certificate Administrator)
	Item 6.03- Change in Credit Enhancement or Other External Support	
        ·  Depositor 

        ·  Certificate
Administrator 

	Item 6.04- Failure to Make a Required Distribution	  ·  Certificate Administrator
	
        Item 6.05- Securities Act Updating Disclosure

         

        If any material pool characteristic differs by 5% or more at
        the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the
        actual asset pool.

        

        If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide
        the information called for in Items 1108 and 1110 respectively.

         
	  ·  Depositor
	Item 7.01- Regulation FD Disclosure	  ·   Depositor
	
        Item 8.01 – Other Events

         

        Any event, with respect to which information is not otherwise
        called for in Form 8-K, that the registrant deems of importance to certificateholders.

         
	
        ·   Depositor 

        ·   Master
Servicer, Special Servicer and each Applicable Seller as sponsor (as defined in Regulation AB) 

	Item 9.01 - Financial Statements and Exhibits	 ·   Responsible party for reporting/disclosing the financial statement or exhibit



 



    	Schedule XIII-3 



     


    

 


SCHEDULE
XIV


 


Additional Disclosure Notification


 


INSTRUCTIONS: 


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO [cts.sec.notifications@wellsfargo.com],
stephen.holmes@morganstanley.com AND VIA FIRST CLASS MAIL TO MORGAN STANLEY CAPITAL I INC.


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESSES IMMEDIATELY BELOW


 


Wells Fargo Bank, National Association, as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045 


Attn: [Corporate Trust Services—]MSCI 2015-UBS8[—SEC
REPORT PROCESSING] 


Email: [cts.sec.notifications@wellsfargo.com]


 


Morgan Stanley Capital I Inc., as Depositor 


1585 Broadway 


New York, New York 10036 


Attn:Stephen Holmes 


Facsimile: (646) 435-2881 


Email: stephen.holmes@morganstanley.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section [  ] of the Pooling
and Servicing Agreement, dated as of [          ][  ], 2015, among [          ], as [          ], [          ], as [          ], [          ], as [          ] and [          ], as [          ]. 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 Collection Account and REO
Account balance information:


 


	Account Name	Beginning Balance as

of MM/DD/YYYY	Ending Balance as of

MM/DD/YYYY
	Collection Account		
	REO Account		


 






    	Schedule XIV-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:












 




    	Schedule XIV-2 



     


    

 


SCHEDULE
XV


 


Seller Sub-Servicers


 





Berkadia Commercial Mortgage LLC


Bernard Financial Corporation d/b/a Bernard
Financial Servicing Group


Grandbridge Real Estate Capital LLC


NorthMarq Capital, LLC


Preferred Capital Advisors


 




    	 



    	 



    






 




    	Schedule XV-1 



     


    

 


SCHEDULE
XVI


 


Letters of Credit






 





Viva Branchburg







 




    	Schedule XVI-1 



     


    

 


SCHEDULE
XVII


 


Class A-SB Planned Principal Balance


 


	Month	Balance
    ($)	Month	Balance
    ($)	Month	Balance($)
	0	51,500,000.00	40	51,500,000.00	80	32,292,810.76
	1	51,500,000.00	41	51,500,000.00	81	31,381,447.40
	2	51,500,000.00	42	51,500,000.00	82	30,399,327.85
	3	51,500,000.00	43	51,500,000.00	83	29,480,259.01
	4	51,500,000.00	44	51,500,000.00	84	28,490,652.01
	5	51,500,000.00	45	51,500,000.00	85	27,563,815.48
	6	51,500,000.00	46	51,500,000.00	86	26,633,207.07
	7	51,500,000.00	47	51,500,000.00	87	25,499,538.35
	8	51,500,000.00	48	51,500,000.00	88	24,560,527.62
	9	51,500,000.00	49	51,500,000.00	89	23,551,542.97
	10	51,500,000.00	50	51,500,000.00	90	22,604,603.50
	11	51,500,000.00	51	51,500,000.00	91	21,587,914.44
	12	51,500,000.00	52	51,500,000.00	92	20,632,982.19
	13	51,500,000.00	53	51,500,000.00	93	19,674,162.97
	14	51,500,000.00	54	51,500,000.00	94	18,645,930.30
	15	51,500,000.00	55	51,500,000.00	95	17,679,022.36
	16	51,500,000.00	56	51,500,000.00	96	16,642,929.82
	17	51,500,000.00	57	51,500,000.00	97	15,667,867.81
	18	51,500,000.00	58	51,500,000.00	98	14,688,836.38
	19	51,500,000.00	59	51,455,403.73	99	13,576,107.46
	20	51,500,000.00	60	50,552,318.52	100	12,588,559.74
	21	51,500,000.00	61	49,715,242.09	101	11,532,411.38
	22	51,500,000.00	62	48,874,761.32	102	10,536,542.85
	23	51,500,000.00	63	47,822,831.53	103	9,472,309.11
	24	51,500,000.00	64	46,974,652.18	104	8,468,052.57
	25	51,500,000.00	65	46,053,928.81	105	7,459,706.98
	26	51,500,000.00	66	45,198,554.09	106	6,383,349.20
	27	51,500,000.00	67	44,270,838.96	107	5,366,514.79
	28	51,500,000.00	68	43,408,210.79	108	4,281,908.35
	29	51,500,000.00	69	42,542,073.66	109	3,256,516.53
	30	51,500,000.00	70	41,603,900.66	110	2,226,949.06
	31	51,500,000.00	71	40,730,423.21	111	1,003,531.76
	32	51,500,000.00	72	39,785,117.58	112
    and	0.00
	33	51,500,000.00	73	38,904,240.55	thereafter	
	34	51,500,000.00	74	38,019,779.85		
	35	51,500,000.00	75	36,927,963.62		
	36	51,500,000.00	76	36,035,460.99		
	37	51,500,000.00	77	35,071,668.50		
	38	51,500,000.00	78	34,171,612.69		
	39	51,500,000.00	79	33,200,480.74		 


 


    	Schedule XVII-1 



     


    

 


SCHEDULE
XVIII


 


Hospitality Properties Subject to Franchise,
Management or Similar Agreement


 





Holiday Inn Express - SFO


Radisson - Buena Park, CA


Crowne Plaza Englewood


Holiday Inn Express - Atlanta Airport


Staybridge Suites Lincolnshire


Hampton Inn Panama City Beach


Staybridge Suites Glenview


TownePlace Suites Dallas Desoto


Holiday Inn - New London, CT


Hampton Inn - Harvey




  



    	Schedule XVIII-1