Exhibit 4.1


  


 





EXECUTION
VERSION





	 



 


DEUTSCHE
MORTGAGE & ASSET RECEIVING CORPORATION,

Depositor,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Master Servicer,


 


LNR
PARTNERS, LLC,

Special Servicer,


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

Trustee,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator, Paying Agent and Custodian,


 


and


 


PARK
BRIDGE LENDER SERVICES LLC,

Operating Advisor


 


	 
	POOLING AND SERVICING AGREEMENT

    Dated as of August 1, 2015 
	 









 


COMM
2015-CCRE24 Mortgage Trust

Commercial Mortgage Pass-Through Certificates





	 


 






    	 



    	 



    






 


TABLE
OF CONTENTS








	 	 		 	 
	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE I
	 	 	 	 	 
	DEFINITIONS
	 	 	 	 	 
	Section 1.01	 	Defined Terms	 	4
	Section 1.02	 	Certain Calculations	 	107
	Section 1.03	 	Certain Constructions	 	111
	Section 1.04	 	Certain Matters Relating to the Non-Serviced Mortgage Loan	 	112
	 	 	 	 	 
	ARTICLE II
	 	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 	 	 
	Section 2.01	 	Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements	 	113
	Section 2.02	 	Acceptance by Custodian and the Trustee	 	123
	Section 2.03	 	Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans	 	125
	Section 2.04	 	Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor	 	134
	Section 2.05	 	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	 	140
	Section 2.06	 	Miscellaneous REMIC and Grantor Trust Provisions	 	141
	 	 	 	 	 
	ARTICLE III
	 	 	 	 	 
	ADMINISTRATION AND SERVICING

OF THE TRUST FUND
	 	 	 	 	 
	Section 3.01	 	The Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans and the Serviced Companion Loans	 	142
	Section 3.02	 	Liability of the Master Servicer and the Special Servicer When Sub- Servicing	 	148
	Section 3.03	 	Collection of Mortgage Loan and Serviced Companion Loan Payments	 	148
	Section 3.04	 	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	 	149
	Section 3.05	 	Collection Accounts; Excess Liquidation Proceeds Account; Distribution Accounts; Interest Reserve Account and Serviced Loan Combination Collection Accounts	 	151



 









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	Section 3.06	 	Permitted Withdrawals from the Collection Accounts, the Serviced Loan Combination Collection Accounts and the Distribution Accounts; Trust Ledger	 	159
	Section 3.07	 	Investment of Funds in the Collection Accounts, the Serviced Loan Combination Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve Accounts	 	180
	Section 3.08	 	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	 	182
	Section 3.09	 	Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions	 	187
	Section 3.10	 	Appraisals; Realization upon Defaulted Mortgage Loans	 	193
	Section 3.11	 	Custodian to Cooperate; Release of Mortgage Files	 	199
	Section 3.12	 	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	 	200
	Section 3.13	 	Reports to the Certificate Administrator; Collection Account Statements	 	208
	Section 3.14	 	Access to Certain Documentation	 	215
	Section 3.15	 	Title and Management of REO Properties and REO Accounts	 	224
	Section 3.16	 	Sale of Specially Serviced Loans and REO Properties	 	229
	Section 3.17	 	Additional Obligations of the Master Servicer and the Special Servicer; Inspections	 	233
	Section 3.18	 	Authenticating Agent	 	236
	Section 3.19	 	Appointment of Custodians	 	236
	Section 3.20	 	Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts	 	237
	Section 3.21	 	Property Advances	 	237
	Section 3.22	 	Appointment and Replacement of Special Servicer	 	242
	Section 3.23	 	Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report	 	248
	Section 3.24	 	Special Instructions for the Master Servicer and/or Special Servicer	 	254
	Section 3.25	 	Certain Rights and Obligations of the Master Servicer and/or the Special Servicer	 	255
	Section 3.26	 	Modification, Waiver, Amendment and Consents	 	256
	Section 3.27	 	Certain Intercreditor Matters Relating to the Serviced Loan Combinations	 	261
	Section 3.28	 	Directing Holder Contact with the Master Servicer and the Special Servicer	 	 
	Section 3.29	 	Controlling Class Certificateholders and the Controlling Class Representative; Certain Rights and Powers of the Directing Holder	 	265
	Section 3.30	 	No Downgrade Confirmation	 	265
	Section 3.31	 	Appointment and Duties of the Operating Advisor	 	270
	Section 3.32	 	Delivery of Excluded Information to the Certificate Administrator	 	275
	Section 3.33	 	Certain Matters with Respect to Joint Mortgage Loans	 	275



 






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	ARTICLE IV
	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 	 	 
	Section 4.01	 	Distributions	 	280
	Section 4.02	 	Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others	 	290
	Section 4.03	 	Compliance with Withholding Requirements	 	302
	Section 4.04	 	REMIC Compliance	 	303
	Section 4.05	 	Imposition of Tax on the Trust Fund	 	305
	Section 4.06	 	Remittances	 	306
	Section 4.07	 	P&I Advances	 	307
	Section 4.08	 	Appraisal Reductions	 	313
	Section 4.09	 	Grantor Trust Reporting	 	315
	 	 	 	 	 
	ARTICLE V
	 	 	 	 	 
	THE CERTIFICATES
	 	 	 	 	 
	Section 5.01	 	The Certificates	 	316
	Section 5.02	 	Registration, Transfer and Exchange of Certificates	 	321
	Section 5.03	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	331
	Section 5.04	 	Appointment of Paying Agent	 	331
	Section 5.05	 	Access to Certificateholders’ Names and Addresses; Special Notices	 	332
	Section 5.06	 	Actions of Certificateholders	 	332
	Section 5.07	 	Rule 144A Information	 	333
	 	 	 	 	 
	ARTICLE VI
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE

DIRECTING HOLDER AND THE OPERATING ADVISOR
	 	 	 	 	 
	Section 6.01	 	Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor	 	333
	Section 6.02	 	Merger or Consolidation of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor	 	333
	Section 6.03	 	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others	 	334
	Section 6.04	 	Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer, the Special Servicer and the Operating Advisor	 	336
	Section 6.05	 	Rights of the Depositor and the Trustee in
    Respect of the Master Servicer and the Special Servicer	 	338
	Section 6.06	 	The Master Servicer or Special Servicer as Owners of a Certificate	 	339
	Section 6.07	 	The Directing Holder	 	340
	Section 6.08	 	Rights of Non-Directing Holders	 	343



 






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	ARTICLE VII
	 	 	 	 	 
	SERVICER AND OPERATING ADVISOR TERMINATION
	 
	Section 7.01	 	Servicer Termination Events	 	344
	Section 7.02	 	Trustee to Act; Appointment of Successor	 	352
	Section 7.03	 	Notification to Certificateholders and Other Persons	 	353
	Section 7.04	 	Other Remedies of Trustee	 	354
	Section 7.05		Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination		354
	Section 7.06	 	Trustee as Maker of Advances	 	355
	Section 7.07	 	Termination of the Operating Advisor	 	355
	 	 	 	 	 
	ARTICLE VIII
	 	 	 	 	 
	CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR
	 	 	 	 	 
	Section 8.01	 	Duties of Trustee and Certificate Administrator	 	358
	Section 8.02	 	Certain Matters Affecting the Trustee and the Certificate Administrator	 	361
	Section 8.03	 	Trustee and Certificate Administrator Not Liable for Certificates or Mortgage Loans	 	363
	Section 8.04	 	Trustee and Certificate Administrator May Own Certificates	 	365
	Section 8.05	 	Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification	 	365
	Section 8.06	 	Eligibility Requirements for Trustee and Certificate Administrator	 	367
	Section 8.07	 	Resignation and Removal of Trustee and Certificate Administrator	 	369
	Section 8.08	 	Successor Trustee and Certificate Administrator	 	371
	Section 8.09	 	Merger or Consolidation of Trustee or Certificate Administrator	 	371
	Section 8.10	 	Appointment of Co-Trustee or Separate Trustee	 	371
	 	 	 	 	 
	ARTICLE IX
	 	 	 	 	 
	TERMINATION
	 	 	 	 	 
	Section 9.01	 	Termination.	 	373
	 	 	 	 	 
	ARTICLE X
	 	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 	 	 
	Section 10.01	 	Intent of the Parties; Reasonableness	 	378
	Section 10.02	 	Notification Requirements and Deliveries in Connection with securitization of a Serviced Companion Loan	 	379
	Section 10.03	 	Information to be Provided by the Master Servicer and the Special Servicer	 	381
	Section 10.04	 	Information to be Provided by the Trustee	 	382



 






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	Section 10.05	 	Filing Obligations	 	383
	Section 10.06	 	Form 10-D Filings	 	384
	Section 10.07	 	Form 10-K Filings	 	386
	Section 10.08	 	Sarbanes-Oxley Certification.	 	389
	Section 10.09	 	Form 8-K Filings	 	390
	Section 10.10	 	Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports	 	392
	Section 10.11	 	Annual Compliance Statements	 	393
	Section 10.12	 	Annual Reports on Assessment of Compliance with Servicing Criteria	 	394
	Section 10.13	 	Annual Independent Public Accountants’ Servicing Report	 	396
	Section 10.14	 	Exchange Act Reporting Indemnification	 	397
	Section 10.15	 	Amendments	 	401
	Section 10.16	 	Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods	 	401
	Section 10.17	 	Termination of the Certificate Administrator	 	402
	 	 	 	 	 
	ARTICLE XI
	 	 	 	 	 
	MISCELLANEOUS PROVISIONS
	Section 11.01	 	Counterparts	 	403
	Section 11.02	 	Limitation on Rights of Certificateholders	 	403
	Section 11.03	 	Governing Law	 	404
	Section 11.04	 	Waiver of Jury Trial; Consent to Jurisdiction	 	404
	Section 11.05	 	Notices	 	404
	Section 11.06	 	Severability of Provisions	 	411
	Section 11.07	 	Notice to the Depositor and Each Rating Agency	 	411
	Section 11.08	 	Amendment	 	413
	Section 11.09	 	Confirmation of Intent	 	417
	Section 11.10	 	No Intended Third-Party Beneficiaries	 	418
	Section 11.11	 	Entire Agreement	 	418
	Section 11.12	 	Third Party Beneficiaries	 	418
	Section 11.13	 	Precautionary Trust Indenture Act Provisions	 	419



 






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	TABLE OF EXHIBITS
	Exhibit A-1	 	Form of Class A-1 Certificate
	Exhibit A-2	 	Form of Class A-2 Certificate
	Exhibit A-3	 	Form of Class A-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 A-5 Certificate
	Exhibit A-7	 	Form of Class A-M Certificate
	Exhibit A-8	 	Form of Class B Certificate
	Exhibit A-9	 	Form of Class C Certificate
	Exhibit A-10	 	Form of Class D Certificate
	Exhibit A-11	 	Form of Class E Certificate
	Exhibit A-12	 	Form of Class F Certificate
	Exhibit A-13	 	Form of Class G Certificate
	Exhibit A-14	 	Form of Class H Certificate
	Exhibit A-15	 	Form of Class X-A Certificate
	Exhibit A-16	 	Form of Class X-B Certificate
	Exhibit A-17	 	Form of Class X-C Certificate
	Exhibit A-18	 	Form of Class X-D Certificate
	Exhibit A-19	 	Form of Class X-E Certificate
	Exhibit A-20	 	Form of Class X-F Certificate
	Exhibit A-21	 	Form of Class V Certificate
	Exhibit A-22	 	Form of Class R Certificate
	Exhibit A-23	 	Form of Class LR Certificate
	Exhibit B	 	Mortgage Loan Schedule
	Exhibit C-1	 	Form of Transferee Affidavit
	Exhibit C-2	 	Form of Transferor Letter
	Exhibit D-1	 	Form of Investment Representation Letter
	Exhibit D-2	 	Form of ERISA Representation Letter
	Exhibit E	 	Form of Request for Release
	Exhibit F	 	Securities Legend
	Exhibit G	 	Form of Regulation S Transfer Certificate
	Exhibit H	 	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate during the Restricted Period
	Exhibit I	 	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate after the Restricted Period
	Exhibit J	 	Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Rule 144A Global Certificate during the Restricted Period
	Exhibit K	 	Form of Distribution Date Statement
	Exhibit L-1A	 	Form of Investor Certification for Non-Borrower Party (for Persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit L-1B	 	Form of Investor Certification for Non-Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit L-1C	 	Form of Investor Certification for Borrower Party (for Persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)


 






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	Exhibit L-1D	 	Form of Investor Certification for Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit L-1E	 	Form of Notice of Excluded Controlling Class Holder
	Exhibit L-1F	 	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit L-1G	 	Form of Certification of the Controlling Class Representative
	Exhibit L-2	 	Form of Financial Market Publisher Certification
	Exhibit M	 	Form of Notification from Custodian
	Exhibit N-1	 	Form of Closing Date Custodian Certification
	Exhibit N-2	 	Form of Post-Closing Custodian Certification
	Exhibit O	 	Form of Trustee Backup Certification
	Exhibit P	 	Form of Custodian Backup Certification
	Exhibit Q	 	Form of Certificate Administrator Backup Certification
	Exhibit R	 	Form of Master Servicer Backup Certification
	Exhibit S	 	Form of Special Servicer Backup Certification
	Exhibit T	 	Mortgage Loan Seller Sub-Servicers
	Exhibit U	 	Mortgage Loans with Earnout/Holdback Provisions
	Exhibit V	 	Form of NRSRO Certification
	Exhibit W-1	 	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit W-2	 	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit X	 	Form of Operating Advisor Annual Report
	Exhibit Y	 	Form of Sarbanes-Oxley Certification
	Exhibit Z	 	Additional Disclosure Notification
	Exhibit AA	 	Form of Sub-Servicer Backup Certification
	Exhibit BB	 	Form of Operating Advisor Backup Certification
	Exhibit CC-1	 	Form of Power of Attorney to the Master Servicer
	Exhibit CC-2	 	Form of Power of Attorney to the Special Servicer
	Exhibit DD	 	Form of Non-Serviced Mortgage Loan Notification
	Exhibit EE	 	Form of Companion Loan Noteholder Certification
	Exhibit FF	 	Form of Notice That a Control Termination Event May Be Deemed to Occur
	 
	TABLE OF SCHEDULES
	 	 	 
	Schedule I	 	Directing Holders
	Schedule II	 	Servicing Criteria to be Addressed in Assessment of Compliance
	Schedule III	 	Class A-SB Planned Principal Balance Schedule
	Schedule IV	 	Additional Form 10-D Disclosure
	Schedule V	 	Additional Form 10-K Disclosure
	Schedule VI	 	Form 8-K Disclosure Information
	Schedule VII	 	Initial Serviced Companion Loan Noteholders
	Schedule VIII	 	Contact Information for the Other 17g-5 Information Provider



 






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Pooling
and Servicing Agreement, dated as of August 1, 2015, between Deutsche Mortgage & Asset Receiving Corporation, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Wilmington Trust, National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Paying Agent and Custodian, and
Park Bridge Lender Services LLC, as Operating Advisor.


 


PRELIMINARY
STATEMENT:


 


(Terms
used but not defined in this Preliminary Statement shall have

the meanings specified in Article I hereof)


 


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


 


The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of Excess Interest and the Class V Distribution Account) and certain
other related assets subject to this Agreement, and will issue (i) the Lower-Tier Regular Interests set forth in the table
below (the “Lower-Tier Regular Interests”), as classes of regular interests in the Lower-Tier REMIC, and (ii) the
Class LTR Interest as the sole class of residual interests in the Lower-Tier REMIC, which will be represented by the Class LR
Certificates.


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and certain other related assets subject to this Agreement and will
issue (i) the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M,
Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F,
Class G and Class H Certificates, which are designated as classes of regular interests in the Upper-Tier REMIC and (ii) the
Class R Certificates as the sole class of residual interests in the Upper-Tier REMIC.


 


The
portion of the Trust Fund consisting of the Excess Interest and proceeds thereof in the Class V Distribution Account shall be
treated as a grantor trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”)
for federal income tax purposes. The Class V Certificates shall represent undivided beneficial interests in the Grantor Trust.
As provided herein, the Certificate Administrator shall not take any actions that would cause the Grantor Trust to either (i) lose
its status as a “grantor trust” or (ii) be treated as part of either Trust REMIC.


 


The
portfolio of Mortgaged Properties that secure the Mortgage Loan identified as Loan No. 1 on the Mortgage Loan Schedule secures
the following four notes (which are collectively referred to as the “Lakewood Center Loan Combination”):


 


(i)
a promissory note designated as Note A-1 with an original principal balance of $120,000,000 (referred to herein as “Lakewood
Center Note A-1” or the “Lakewood Center Mortgage Loan”);


 


(ii)
a promissory note designated as Note A-2 with an original principal balance


 





 






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of $120,000,000 (referred to herein as “Lakewood
Center Note A-2” or the “Lakewood Center Pari Passu Companion Loan”);


 


(iii)
a promissory note designated as Note B-1 with an original principal balance of $85,000,000 (referred to herein as
“Lakewood Center Note B-1”); and


 


(iv)
a promissory note designated as Note B-2 with an original principal balance of $85,000,000 (referred to herein as “Lakewood
Center Note B-2” and, together with the Lakewood Center Note B-1, the “Lakewood Center Subordinate Companion
Loans” or “Non-Serviced Subordinate Companion Loans”).


 


The
Lakewood Center Mortgage Loan and the Lakewood Center Note A-2 are generally pari passu in right of payment. The Lakewood
Center Note B-1 and Lakewood Center Note B-2 are generally pari passu in right of payment with each other but are subordinate
in right of payment in respect of each of the Lakewood Center Mortgage Loan and the Lakewood Center Note A-2.


 


The
Lakewood Center Loan Combination is serviced pursuant to (i) the Other Pooling and Servicing Agreement related to the Other
Securitization designated as the DBWF 2015-LCM Mortgage Trust and (ii) the related Intercreditor Agreement. The Lakewood
Center Pari Passu Companion Loan and the Lakewood Center Subordinate Companion Loans and all amounts attributable thereto will
not be assets of the Trust Fund or the Trust REMICs and will be beneficially owned by the related Companion Loan Noteholders.


 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 2 on the Mortgage Loan Schedule (the “Eden Roc
Mortgage Loan”) also secures two companion loans to the same Borrower, each of which is pari passu in right of
payment with each other and to the Eden Roc Mortgage Loan (the “Eden Roc Companion Loans” and, together with
the Eden Roc Mortgage Loan, the “Eden Roc Loan Combination”). The Eden Roc Loan Combination is serviced pursuant
to (i) this Agreement and (ii) the related Intercreditor Agreement. The Eden Roc Companion Loans and all amounts attributable
thereto will not be assets of the Trust Fund or the Trust REMICs and will be beneficially owned by the related Companion Loan
Noteholders.


 


The
portfolio of Mortgaged Properties that secure the Mortgage Loan identified as Loan No. 3 on the Mortgage Loan Schedule (the “Heartland
Industrial Portfolio Mortgage Loan”) also secures two companion loans to the same Borrower(s), each of which is pari
passu in right of payment with each other and to the Heartland Industrial Portfolio Mortgage Loan (the “Heartland
Industrial Portfolio Companion Loans” and, together with the Heartland Industrial Portfolio Mortgage Loan, the “Heartland
Industrial Portfolio Loan Combination”). The Heartland Industrial Portfolio Loan Combination will be serviced (a) from
and after the Closing Date and prior to the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date, pursuant to
(i) this Agreement and (ii) the related Intercreditor Agreement and (b) from and after the Heartland Industrial Portfolio
Pari Passu Note A-1 Securitization Date, pursuant to (i) the Other Pooling and Servicing Agreement related to the Other Securitization
involving the Heartland Industrial Portfolio Pari Passu Note A-1 and (ii) the related Intercreditor Agreement. The Heartland Industrial
Portfolio Companion Loans and all amounts attributable thereto will not be assets of the Trust Fund or the Trust REMICs and will
be beneficially owned by the related


 






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Companion Loan Noteholders.


 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 7 on the Mortgage Loan Schedule (the “40 Wall
Street Mortgage Loan”) also secures two companion loans to the same Borrower, each of which is pari passu in
right of payment with each other and to the 40 Wall Street Mortgage Loan (the “40 Wall Street Companion Loans”
and, together with the 40 Wall Street Mortgage Loan, the “40 Wall Street Loan Combination”). The 40 Wall Street
Loan Combination will be serviced (a) from and after the Closing Date and prior to the 40 Wall Street Pari Passu Note A-1 Securitization
Date, pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement and (b) from and after the 40 Wall
Street Pari Passu Note A-1 Securitization Date, pursuant to (i) the Other Pooling and Servicing Agreement related to the Other
Securitization involving the 40 Wall Street Pari Passu Note A-1 and (ii) the related Intercreditor Agreement. The 40 Wall Street
Companion Loans and all amounts attributable thereto will not be assets of the Trust Fund or the Trust REMICs and will be beneficially
owned by the related Companion Loan Noteholders.


 


The
Mortgaged Property that secures the Mortgage Loan identified as Loan No. 16 on the Mortgage Loan Schedule (the “La
Gran Plaza Mortgage Loan”) also secures two companion loans to the same Borrower, which are each pari passu in
right of payment to the La Gran Plaza Mortgage Loan (collectively, the “La Gran Plaza Companion Loans” and,
together with the La Gran Plaza Mortgage Loan, the “La Gran Plaza Loan Combination”). The La Gran Plaza Loan
Combination is serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement. The La Gran Plaza Companion
Loans and all amounts attributable thereto will not be assets of the Trust Fund or the Trust REMICs and will be beneficially owned
by the related Companion Loan Noteholders.


 


The
following table sets forth the Class designation and initial Certificate Balance or initial Notional Amount of each Class of Certificates
(collectively, the “Corresponding Certificates”), and the corresponding Lower-Tier Regular Interest (the “Corresponding
Lower-Tier Regular Interest”) and the Corresponding Components of the Class X Certificates (the “Corresponding
Components”) for each Class of Corresponding Certificates.


 


	 	 	 	 	 	 	 	 	 	 
	Corresponding

Certificates 
	 	Initial
Certificate 

Balance or Notional 

Amount 


	 	Corresponding


Lower-Tier Regular 

Interests(1) 
	 	Initial
Lower-Tier 

Principal Balance 
	 	Corresponding


Class X 

Components(1) 

	Class A-1	 	$       70,050,000	 	 	LA-1	 	$  70,050,000	 	XA-1
	Class A-2	 	$       14,840,000	 	 	LA-2	 	$  14,840,000	 	XA-2
	Class A-SB	 	$     107,950,000	 	 	LA-SB	 	$107,950,000	 	XA-SB
	Class A-3	 	$        8,360,000	 	 	LA-3	 	$    8,360,000	 	XA-3
	Class A-4	 	$     300,000,000	 	 	LA-4	 	$300,000,000	 	XA-4
	Class A-5	 	$     470,508,000	 	 	LA-5	 	$470,508,000	 	XA-5
	Class X-A	 	$  1,056,733,000	(2)	 	N/A	 	N/A	 	N/A
	Class X-B	 	$     157,902,000	(2)	 	N/A	 	N/A	 	N/A
	Class X-C	 	$       71,143,000	(2)	 	N/A	 	N/A	 	N/A
	Class X-D	 	$       31,234,000	(2)	 	N/A	 	N/A	 	N/A
	Class X-E	 	$       29,498,000	(2)	 	N/A	 	N/A	 	N/A
	Class X-F	 	$       41,645,303	(2)	 	N/A	 	N/A	 	N/A
	Class A-M	 	$       85,025,000	 	 	LA-M	 	$ 85,025,000	 	XA-M
	Class B	 	$       95,435,000	 	 	LB	 	$ 95,435,000	 	XB
	Class C	 	$       62,467,000	 	 	LC	 	$ 62,467,000	 	XC
	Class D	 	$       71,143,000	 	 	LD	 	$ 71,143,000	 	XD



 






    	-3-



    	 



    

 


	 	 	 	 	 	 	 	 	 	 
	Corresponding
    

    Certificates	 	Initial
    Certificate 

    Balance or Notional 

    Amount	 	Corresponding
    

    Lower-Tier Regular 

    Interests(1) 	 	Initial
    Lower-Tier 

    Principal Balance 	 	Corresponding
    

    Class X 

    Components(1) 
	Class E	 	$         31,234,000	 	 	LE	 	$31,234,000	 	XE
	Class F	 	$         13,881,000	 	 	LF	 	$13,881,000	 	XF
	Class G	 	$         15,617,000	 	 	LG	 	$15,617,000	 	XG
	Class H	 	$         41,645,303	 	 	LH	 	$41,645,303	 	XH


 





 



 





	(1)	The
Lower-Tier Regular Interest and the Component of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E or Class
X-F Certificates that correspond to any particular Class of Regular Certificates also correspond to each other and, accordingly,
constitute the (i) Corresponding Lower-Tier Regular Interests and (ii) Corresponding Components, respectively, with
respect to each other. The Class X Component Notional Amount for such Corresponding Component of the Class X-A, Class X-B,
Class X-C, Class X-D, Class X-E or Class X-F Certificates shall at all times equal the then Lower-Tier Principal Balance of the
Corresponding Lower-Tier Regular Interest.
	 	 
	(2)	Notional
Amount.




 


The
Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class V, Class R and Class LR Certificates do
not have Certificate Balances. Additionally, the Class V, Class R and Class LR Certificates do not have Notional
Balances. The Certificate Balance of any Class of Sequential Pay Certificates outstanding at any time represents the maximum amount
which holders thereof are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans
and the other assets in the Trust Fund; provided that if amounts previously allocated as Realized Losses to a Class of
Certificates in reduction of the Certificate Balance thereof are subsequently recovered (including without limitation after the
reduction of the Certificate Balance of such Class to zero), such Class may receive distributions in respect of such recoveries
in accordance with the priorities set forth in Section 4.01 of this Agreement.


 


As
of the Cut-off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $1,388,155,304.


 


In
consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor and the other parties hereto hereby agree as follows:


 


Article I



DEFINITIONS


 


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


 


“8-K
Filing Deadline”: As defined in Section 10.09 of this Agreement.


 


“10-K
Filing Deadline”: As defined in Section 10.07 of this Agreement.


 


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


 






    	-4-



    	 



    

 


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


 


“40
Wall Street Companion Loans”: As defined in the Preliminary Statement.


 


“40
Wall Street Loan Combination”: The 40 Wall Street Companion Loans, together with the 40 Wall Street Mortgage Loan. References
herein to the 40 Wall Street Loan Combination shall be construed to refer to the aggregate indebtedness under the 40 Wall Street
Pari Passu Note A-1, the 40 Wall Street Pari Passu Note A-2 and the 40 Wall Street Pari Passu Note A-3.


 


“40
Wall Street Mortgage Loan”: As defined in the Preliminary Statement.


 


“40
Wall Street Pari Passu Note A-1”: The promissory note designated as note A-1, which evidences a portion of the
40 Wall Street Loan Combination. The 40 Wall Street Pari Passu Note A-1 is not included in the Trust Fund and is pari passu
in right of payment to the 40 Wall Street Pari Passu Note A-2 and the 40 Wall Street Pari Passu Note A-3, as set
forth in the related Intercreditor Agreement.


 


“40
Wall Street Pari Passu Note A-1 Securitization Date”: With respect to the 40 Wall Street Loan Combination, the date
on which the 40 Wall Street Pari Passu Note A-1 is included in a securitization trust, provided that the related Companion Loan
Noteholder provides each of the Master Servicer, the Special Servicer, the Certificate Administrator 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 related Intercreditor Agreement that the 40 Wall Street Pari Passu Note A-1 is to be included in such Other Securitization,
which notice shall include contact information for the related Other Servicer, the Other Special Servicer and the Other Trustee.


 


“40
Wall Street Pari Passu Note A-2”: The promissory note designated as note A-2, which evidences a portion of the
40 Wall Street Loan Combination. The 40 Wall Street Pari Passu Note A-2 is not included in the Trust Fund and is pari passu
in right of payment to the 40 Wall Street Pari Passu Note A-1 and 40 Wall Street Pari Passu Note A-3, as set forth
in the related Intercreditor Agreement.


 


“40
Wall Street Pari Passu Note A-3”: The promissory note designated as note A-3, which evidences a portion of the
40 Wall Street Loan Combination. The 40 Wall Street Pari Passu Note A-3 is included in the Trust Fund and is pari passu
in right of payment to the 40 Wall Street Pari Passu Note A-1 and the 40 Wall Street Pari Passu Note A-2, as set forth in
the related Intercreditor Agreement. The 40 Wall Street Pari Passu Note A-3 is also the 40 Wall Street Mortgage Loan.


 


“40
Wall Street Pooling and Servicing Agreement”: This Agreement, for so long as the 40 Wall Street Loan Combination is
serviced pursuant to this Agreement and, on and after


 






    	-5-



    	 



    

 


the 40 Wall Street Pari Passu Note A-1 Securitization Date, the related
Other Pooling and Servicing Agreement for the 40 Wall Street Pari Passu Note A-1.


 


“40
Wall Street Service Providers”: With respect to the 40 Wall Street Loan Combination, (i) prior to the 40 Wall Street
Pari Passu Note A-1 Securitization Date, the Trustee, Master Servicer, Special Servicer and any related sub-servicer hereunder
and (ii) on and after the 40 Wall Street Pari Passu Note A-1 Securitization Date, the related Other Trustee, Other Servicer, Other
Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest advances
in respect of the 40 Wall Street Pari Passu Note A-1 or property advances in respect of the 40 Wall Street Loan Combination pursuant
to the related Other Pooling and Servicing Agreement.


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination,
any Default arising when the related Loan Documents require that the related Borrower must maintain standard extended coverage
casualty insurance or other insurance that covers acts of terrorism and the Special Servicer has determined, in accordance with
the Servicing Standard and, unless a Control Termination Event has occurred and is continuing, with the consent of the Directing
Holder, that either (i) such insurance is not available at commercially reasonable rates and the subject hazards are not
at the time commonly insured against for properties similar to the Mortgaged Property and located in or around the geographic
region in which such 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; provided that the Directing Holder
will not have more than 30 days to respond to the Special Servicer’s request for such consent; provided, further,
that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not
allow the Special Servicer to consult with the Directing Holder, the Special Servicer will not be required to do so. In making
this determination, the Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an
insurance consultant.


 


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


 


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


 


“Actual/360
Mortgage Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule and any related Serviced Companion
Loan.


 


“Additional
Form 10-D Disclosure”: As defined in Section 10.06 of this Agreement.


 


“Additional
Form 10-K Disclosure”: As defined in Section 10.07 of this Agreement.


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Mortgage Loan Sellers or the Underwriters (other than an Affiliate of any such party acting in the capacity of a Mortgage
Loan


 






    	-6-



    	 



    

 


Seller Sub-Servicer), that Services any of the Mortgage Loans, and each Person, other than the Special Servicer, who is not
an Affiliate of any of the Master Servicer, the Certificate Administrator, the Trustee, the Mortgage Loan Sellers or the Underwriters,
who Services 10% or more of the Mortgage Loans (based on their Stated Principal Balance).


 


“Additional
Trust Fund Expense”: Any expense incurred with respect to the Trust Fund and not otherwise included in the calculation
of a Realized Loss that would result in the Holders of Regular Certificates receiving less than the full amount of principal and/or
the Interest Accrual Amount to which they are entitled on any Distribution Date.


 


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


 


“Advance
Interest Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for
which the Master Servicer or the Trustee, as applicable, has not been reimbursed for the number of days from the date on which
such Advance was made to the date of payment or reimbursement of the related Advance or other such amount, less any amount of
interest previously paid on such Advance; provided that if, during any Collection Period in which an Advance was made,
the related Borrower makes payment of an amount in respect of which such Advance was made with interest at the Default Rate, the
Advance Interest Amount payable to the Master Servicer or the Trustee shall be paid first, from the amount of Default Interest
on the related Mortgage Loan actually paid by such Borrower, second, from late payment fees on the related Mortgage Loan
actually paid by the related Borrower, and third, upon determining in accordance with the Servicing Standard that such
Advance Interest Amount is not recoverable from the amounts described in first or second, from other amounts on
deposit in the Collection Account.


 


“Advance
Rate”: A per annum rate equal to the Prime Rate. Interest at the Advance Rate will accrue from (and including)
the date on which the related Advance is made or the related expense incurred to (but excluding) the date on which such amounts
are recovered out of amounts received on the Mortgage Loan as to which such Advances were made or servicing expenses incurred
or the first Servicer Remittance Date after a determination of non-recoverability, as the case may be, is made, provided
that such interest at the Advance Rate will continue to accrue to the extent funds are not available in the Collection Accounts
for such reimbursement of such Advance.


 


“Adverse
REMIC Event”: Any action, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of either Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon either Trust REMIC or the Trust
Fund (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on
“net income from foreclosure property”).


 


“Affected
Reporting Party”: As defined in Section 10.14 of this Agreement.


 


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


 






    	-7-



    	 



    

 


ownership of voting securities,
by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. The Trustee and the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master Servicer,
the Special Servicer, the Operating Advisor or the Depositor to determine whether any Person is an Affiliate of such party.


 


“Affiliated
Person”: Any Person (other than a Rating Agency) involved in the organization or operation of the Depositor or
an affiliate, as defined in Rule 405 of the Act, of such Person.


 


“Agent
Member”: Members of, or Depository Participants in, the Depository.


 


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


 


“Allocated
Loan Amount”: With respect to each Mortgaged Property, the portion of the principal amount of the related Mortgage Loan
allocated to such Mortgaged Property in the applicable Mortgage, Loan Agreement or the Mortgage Loan Schedule.


 


“A.M.
Best”: A.M. Best Company, or its successor in interest.


 


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


 


“Anticipated
Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant
to Section 9.01(c) of this Agreement.


 


“Applicable
Law”: As defined in Section 8.02(f) of this Agreement.


 


“Applicable
Procedures”: As defined in Section 5.02(c)(ii)(A) of this Agreement.


 


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


 


“Appraised-Out
Class”: As defined in Section 4.08(b) of this Agreement.


 


“Appraisal”:
An appraisal prepared by an Independent MAI appraiser with at least five years’ experience in properties of like kind and
in the same area.


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
a Serviced Loan Combination as to which an Appraisal Reduction Event has occurred, an amount calculated by the Master Servicer
(and, if no Consultation Termination Event has occurred and is continuing, in consultation with the Directing Holder, and, if
a Control Termination Event has occurred and is continuing, in consultation with the Operating Advisor to the extent set forth
in Section 3.31(f) of this


 






    	-8-



    	 



    

 


Agreement) by the first Determination Date following the date the Master Servicer receives from
the Special Servicer the required Appraisal or the Special Servicer’s Small Loan Appraisal Estimate (and thereafter by the
first Determination Date following any material change in the amounts set forth in the following equation) equal to the excess,
if any, of (a) the Stated Principal Balance of such Mortgage Loan or Serviced Loan Combination over (b) the excess of
(i) the sum of (A) 90% of the sum of the appraised values (net of any prior mortgage liens) of the related Mortgaged
Properties securing such Mortgage Loan or Serviced Loan Combination as determined by Updated Appraisals obtained by the Special
Servicer (the costs of which shall be paid by the Master Servicer as a Property Advance) minus any downward adjustments the Special
Servicer deems appropriate in accordance with the Servicing Standard (without implying any duty to do so) based upon its review
of the Appraisal and any other information it may deem appropriate (or, in the case of such Mortgage Loans or Serviced Loan Combinations
having a Stated Principal Balance under $2,000,000, 90% of the sum of the Small Loan Appraisal Estimates of the related Mortgaged
Properties (as described in Section 4.08)), plus (B) all escrows and reserves (other than escrows and reserves for taxes
and insurance), plus (C) all insurance and casualty proceeds and condemnation awards that constitute collateral for the related
Mortgage Loan or Serviced Loan Combination (whether paid or then payable by any insurance company or government authority), over
(ii) the sum of (without duplication) (A) to the extent not previously advanced by the Master Servicer or the Trustee,
all unpaid interest on such Mortgage Loan or Serviced Loan Combination at a per annum rate equal to the Mortgage Rate (or
with respect to the applicable Serviced Loan Combination, the weighted average of the Mortgage Rates for the related Mortgage
Loan and related Serviced Companion Loans), (B) all unreimbursed Property Advances and the principal portion of all unreimbursed
P&I Advances, and all unpaid interest on Advances at the Advance Rate, in respect of such Mortgage Loan or Serviced Loan Combination,
(C) any other unpaid Additional Trust Fund Expenses in respect of such Mortgage Loan or Serviced Loan Combination (but subject
to the provisions of Section 1.02(e)), (D) all currently due and unpaid real estate taxes, ground rents and assessments
and insurance premiums (net of any escrows or reserves therefor) that have not been the subject of an Advance by the Master Servicer
or the Trustee, as applicable, and (E) all other amounts due and unpaid with respect to such Mortgage Loan or Serviced Loan
Combination that, if not paid by the related Borrower, would result in a shortfall in distributions to the Certificateholders,
except for Prepayment Premiums and Yield Maintenance Charges payable due to an acceleration of such Mortgage Loan or Serviced
Loan Combination following a default thereunder; provided, without limiting the Special Servicer’s obligation to
order and obtain such Appraisal, if the Special Servicer has not obtained an Appraisal, Updated Appraisal or Small Loan Appraisal
Estimate, as applicable, referred to above within 60 days of the Appraisal Reduction Event (or in the case of an Appraisal
Reduction Event occurring by reason of clause (ii) of the definition thereof, within 30 days of such Appraisal
Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal
Balance of the related Mortgage Loan or the applicable Serviced Loan Combination until such time as such Updated Appraisal or
Small Loan Appraisal Estimate referred to above is received and the Appraisal Reduction Amount is recalculated.


 


Notwithstanding
anything herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or a Serviced Loan Combination or the related REO Property will be reduced to zero as of the date the related Mortgage
Loan or Serviced Loan Combination is paid in full, liquidated, repurchased


 






    	-9-



    	 



    

 


or otherwise removed from the Trust Fund. In addition,
with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination as to which an Appraisal
Reduction Event has occurred, such Mortgage Loan or Serviced Loan Combination shall no longer be subject to the Appraisal Reduction
Amount if (a) such Mortgage Loan or Serviced Loan Combination has become a Corrected Mortgage Loan (if a Servicing Transfer
Event had occurred with respect to the related Mortgage Loan) and (b) no other Appraisal Reduction Event has occurred and
is continuing.


 


Each
Serviced Loan Combination shall be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount
with respect to the mortgage loans that comprise such Serviced Loan Combination. Any Appraisal Reduction Amount in respect of
a Serviced Loan Combination shall be allocated first, to the related Serviced Subordinate Companion Loan, if any, in accordance
with the terms of the related Intercreditor Agreement, to notionally reduce the related outstanding principal balance to zero,
and then, pro rata, to the related Mortgage Loan and the related Serviced Pari Passu Companion Loan that is pari
passu in right of payment with such Mortgage Loan, if any.


 


For
any Distribution Date and for any Non-Serviced Mortgage Loan as to which an Appraisal Reduction Event has occurred, the Appraisal
Reduction Amount shall be an amount calculated by the applicable servicer in accordance with and pursuant to the terms of the
related Other Pooling and Servicing Agreement.


 


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination,
the earliest of (i) the date on which such Mortgage Loan or Serviced Loan Combination becomes a Modified Mortgage Loan, (ii) the
90th day following the occurrence of any uncured Delinquency in Monthly Payments with respect to such Mortgage Loan or Serviced
Loan Combination, (iii) receipt of notice that the related Borrower has filed a bankruptcy petition or the date on which
a receiver is appointed and continues in such capacity in respect of a Mortgaged Property securing such Mortgage Loan or Serviced
Loan Combination or the 60th day after the related Borrower becomes the subject of involuntary bankruptcy proceedings and such
proceedings are not dismissed in respect of a Mortgaged Property securing such Mortgage Loan or Serviced Loan Combination, (iv) the
date on which the Mortgaged Property securing such Mortgage Loan or Serviced Loan Combination becomes a Serviced REO Property
and (v) with respect to a Balloon Loan, a payment default shall have occurred with respect to the related Balloon Payment;
provided, if (a) the related Borrower is diligently seeking a refinancing commitment (and delivers a statement to
that effect to the Master Servicer within 30 days after the default, who shall promptly deliver a copy to the Special Servicer,
the Operating Advisor and the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing)),
(b) the related Borrower continues to make its Assumed Scheduled Payment, (c) no other Appraisal Reduction Event has
occurred with respect to such Mortgage Loan or Serviced Loan Combination and (d) for so long as no Control Termination Event has
occurred and is continuing, the Directing Holder consents, an Appraisal Reduction Event will not occur until 60 days beyond
the related Maturity Date, unless extended by the Special Servicer in accordance with the Loan Documents or this Agreement; and
provided, further, if the related Borrower has delivered to the Master Servicer, who shall promptly deliver a copy
to the Special Servicer, the Operating Advisor and the Directing Holder (but only for so long as no Consultation Termination Event
has occurred and is continuing), on


 






    	-10-



    	 



    

 


or before the 60th day after the related Maturity Date, a refinancing commitment reasonably
acceptable to the Special Servicer, and the Borrower continues to make its Assumed Scheduled Payments (and no other Appraisal
Reduction Event has occurred with respect to such Mortgage Loan or Serviced Loan Combination), an Appraisal Reduction Event will
not occur until the earlier of (1) 120 days beyond the related Maturity Date (or extended maturity date) and (2) the
termination of the refinancing commitment. The Special Servicer shall notify the Master Servicer promptly upon the occurrence
of any of the foregoing events with respect to any Specially Serviced Loan.


 


“ARD
Loan”: Any Mortgage Loan the terms of which provide that if, after an Anticipated Repayment Date, the related Borrower
has not prepaid such Mortgage Loan in full, any principal outstanding on that date will accrue interest at the Revised Rate rather
than the Initial Rate.


 


“Asset
Status Report”: As defined in Section 3.23(d) of this Agreement.


 


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


 


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


 


“Assumed
Scheduled Payment”: With respect to any Mortgage Loan that is delinquent in respect of its Balloon Payment (including
any REO Loan as to which the Balloon Payment would have been past due), an amount equal to the sum of (a) the principal portion
of the Monthly Payment that would have been due on such Mortgage Loan on the related Due Date (or portion thereof not received),
based on the constant Monthly Payment that would have been due on such Mortgage Loan on the related Due Date based on the constant
payment required by the related Note or the amortization or payment schedule thereof (as calculated with interest at the related
Mortgage Rate) (if any), assuming such Balloon Payment had not become due, after giving effect to any prior modification, and
(b) interest at the Mortgage Rate for such Mortgage Loan minus the applicable Servicing Fee Rate.


 


“Assumption
Fees”: Any fees (other than assumption application fees) collected by the Master Servicer or the Special Servicer in
connection with an assumption of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination or related
substitution of a Borrower (or an interest therein) thereunder (in each case, as permitted or set forth in the related Loan Documents
or under the provisions of this Agreement).


 






    	-11-



    	 



    

 


“Authenticating
Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 3.18 of this Agreement.


 


“Available
Funds”: For a Distribution Date, the sum of (i) all previously undistributed Monthly Payments or other receipts
on account of principal and interest on or in respect of the Mortgage Loans (including Unscheduled Payments and Net REO Proceeds,
if any, transferred from an REO Account pursuant to Section 3.15(b) of this Agreement, but excluding any Excess Liquidation
Proceeds) received by or on behalf of the Master Servicer in the Collection Period relating to such Distribution Date, (ii) all
P&I Advances made by the Master Servicer or the Trustee, as applicable, in respect of the Mortgage Loans as of such Distribution
Date, (iii) all other amounts received by the Master Servicer in such Collection Period (including the portion of Loss of
Value Payments deposited into the Collection Account pursuant to Section 3.06(e) of this Agreement) and required to be placed
in the Collection Account by the Master Servicer pursuant to Section 3.05 of this Agreement, (iv) without duplication,
any late Monthly Payments on or in respect of the Mortgage Loans received after the end of the prior Collection Period relating
to such Distribution Date but prior to the close of business on the Business Day prior to the related Servicer Remittance Date,
(v) any Master Servicer Prepayment Interest Shortfall Amounts remitted by the Master Servicer to the Collection Account,
and (vi) with respect to the Distribution Date in March of each calendar year (or February if the final Distribution
Date occurs in such month), the Withheld Amounts deposited in the Interest Reserve Account by the Certificate Administrator in
accordance with Section 3.05(e) of this Agreement; but excluding the following (in no order of priority):


 


(a)     all
amounts permitted to be used to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for previously
unreimbursed Advances and Workout-Delayed Reimbursement Amounts and interest thereon as described in Section 3.06 of this
Agreement;


 


(b)     the
aggregate amount of the Master Servicing Fee, the Trustee/Certificate Administrator Fee, the Operating Advisor Fee, the Special
Servicing Fee, any Operating Advisor Consulting Fees (to the extent that such fee is actually received from the related Borrower),
the CREFC® License Fee, fees for primary servicing functions, Net Prepayment Interest Excess, Net Default Interest,
late payment fees (to the extent not applied to the reimbursement of Advance Interest Amounts and/or Additional Trust Fund Expenses
as provided in Section 3.06 of this Agreement), Workout Fees, Liquidation Fees, Assumption Fees, Modification Fees, loan
service transaction fees, Permitted Special Servicer/Affiliate Fees, demand fees, beneficiary statement charges and similar fees
on the Mortgage Loans (which the Master Servicer or the Special Servicer is entitled to retain as Servicing Compensation or Special
Servicing Compensation, respectively), together with interest on Advances to the extent provided herein, and reinvestment earnings
on payments received with respect to the Mortgage Loans (that the Master Servicer or the Special Servicer are entitled to receive
as additional servicing compensation), in each case in respect of such Distribution Date;


 


(c)     all
amounts representing scheduled Monthly Payments on Mortgage Loans due after the related Due Date;


 






    	-12-



    	 



    

 


(d)     that
portion of Net Liquidation Proceeds, Net Insurance Proceeds and Net Condemnation Proceeds with respect to a Mortgage Loan which
represents any unpaid Servicing Fee, Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator
Fee, CREFC® License Fee and the Operating Advisor Fee, to which the Master Servicer, the Special Servicer, any
sub-servicer, the Certificate Administrator, the Trustee, CREFC® and/or the Operating Advisor are entitled;


 


(e)     all
amounts representing certain fees and expenses, including indemnity amounts, reimbursable or payable to the Master Servicer, the
Special Servicer, the Certificate Administrator (in all of its capacities under this Agreement), the Operating Advisor or the
Trustee (in all of its capacities under this Agreement) and other amounts permitted to be retained by the Master Servicer or withdrawn
by the Master Servicer from the Collection Account to the extent expressly set forth in this Agreement (including, without limitation,
as provided in Section 3.06 of this Agreement and including any indemnities provided for herein), including interest thereon
as expressly provided in this Agreement;


 


(f)      any
interest or investment income on funds on deposit in the Collection Account or any interest on Permitted Investments in which
such funds may be invested;


 


(g)     all
amounts received with respect to each Mortgage Loan previously purchased, repurchased or replaced from the Trust Fund pursuant
to Section 2.03(e), Section 3.16 or Section 9.01 of this Agreement or a Mortgage Loan Purchase Agreement during
the related Collection Period and subsequent to the date as of which such Mortgage Loan was purchased, repurchased or replaced;


 


(h)     the
amount reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes
imposed on the Upper-Tier REMIC or the Lower-Tier REMIC under the circumstances and to the extent described in Section 4.05
of this Agreement;


 


(i)      Prepayment
Premiums and Yield Maintenance Charges with respect to the Mortgage Loans;


 


(j)      with
respect to the Distribution Date occurring in (A) January of each calendar year that is not a leap year and (B) February of
each calendar year, in each case, unless such Distribution Date is the final Distribution Date, the Withheld Amounts deposited
in the Interest Reserve Account by the Certificate Administrator in accordance with Section 3.05(e) of this Agreement; and


 


(k)     Excess
Interest.


 


“Balloon
Loan”: Any Mortgage Loan or Serviced Loan Combination that requires a payment of principal on the maturity date in excess
of its constant Monthly Payment.


 


“Balloon
Payment”: With respect to each Balloon Loan, the scheduled payment of principal due on the Maturity Date (less principal
included in the applicable amortization schedule or scheduled Monthly Payment).


 






    	-13-



    	 



    

 


“Base
Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and any of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates,
a fraction (not greater than one) (a) whose numerator is the greater of zero and the amount, if any, by which (i) the
Pass-Through Rate on such Class of Certificates, exceeds (ii) the yield rate (as provided by the Master Servicer) used in
calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with respect to such Principal Prepayment and (b) whose
denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the yield rate
(as provided by the Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with
respect to such Principal Prepayment; provided that if such yield rate is greater than or equal to the Mortgage Rate on
such Mortgage Loan, then the Base Interest Fraction shall be zero; provided, further, that if such yield rate is
greater than or equal to the Mortgage Rate on such Mortgage Loan, but less than the Pass-Through Rate described in clause (a)(i)
above, then the Base Interest Fraction shall be one.


 


To
the extent that the “yield rate” referred to in the immediately preceding paragraph to be provided by the Master Servicer
is not provided in the related Loan Documents, such “yield rate” shall be, when compounded monthly, equivalent to
the yield, on the U.S. Treasury primary issue with a maturity date closest to the Maturity Date or Anticipated Repayment Date,
as applicable, for the prepaid Mortgage Loan. In the event that there are: (a) two or more U.S. Treasury issues with the
same coupon the issue with the lower yield shall be selected and (b) two or more U.S. Treasury issues with maturity dates
equally close to the Maturity Date or Anticipated Repayment Date, as applicable, for such prepaid Mortgage Loan, the issue with
the earlier maturity date shall be selected.


 


“Beneficial
Owner”: With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository) with respect to such
Classes. Each of the Trustee, the Certificate Administrator and the Master Servicer shall have the right to require, as a condition
to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person executes an Investor Certification.


 


“Bid
Allocation”: With respect to the Master Servicer and each Sub-Servicer therefor and the proceeds of any bid pursuant
to Section 7.01(a) of this Agreement, the amount of such proceeds (net of any expenses incurred in connection with such bid
and the transfer of servicing), multiplied by a fraction equal to (a) the Servicing Fee Amount for the Master Servicer or
such Sub-Servicer therefor, as the case may be, as of such date of determination, over (b) the aggregate of the Servicing
Fee Amounts for the Master Servicer and all Sub-Servicers therefor as of such date of determination.


 


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


 


“Borrower”:
With respect to any Mortgage Loan, Companion Loan or Serviced Loan Combination, any obligor or obligors on any related Note or
Notes, including in connection with a Mortgage Loan, Companion Loan or Serviced Loan Combination that utilizes an


 






    	-14-



    	 



    

 


indemnity deed
of trust (“IDOT”) structure, the Borrower and the Mortgaged Property owner / payment guarantor / mortgagor,
individually and collectively, as the context may require.


 


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


 


“Borrower
Party”: A Borrower, a mortgagor, a manager of a Mortgaged Property or any Affiliate thereof.


 


“Breach”:
As defined in Section 2.03(e) of this Agreement.


 


“Business
Day”: Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in New York, New York or the principal
cities in which the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator
conduct servicing, trust administration or surveillance operations or (iii) a day on which the Federal Reserve Bank of New
York or banking institutions or savings associations in New York, New York, Charlotte, North Carolina, Oakland, California, Miami,
Florida, Wilmington, Delaware, Minneaplis, Minnesota, Columbia, Maryland or the principal cities in which the Master Servicer,
the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator conduct servicing, trust administration
or surveillance operations are authorized or obligated by law or executive order to be closed.


 


“Calculation
Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest
payment on the Mortgage Loan or Serviced Companion Loan or sale of a Defaulted Mortgage Loan, the highest 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 Borrowers
on similar non-defaulted debt of the Borrowers as of such date of determination, (2) the applicable Mortgage Rate and (3) the
yield on 10-year U.S. treasuries as of such date of determination and (ii) for all other cash flows, including property cash
flow, the “discount rate” set forth in the most recent related Appraisal (or Updated Appraisal).


 


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


 


“Cash
Collateral Account Agreement”: With respect to any Mortgage Loan or Serviced Loan Combination, the cash collateral account
agreement, if any, between the related


 






    	-15-



    	 



    

 


Originator and the related Borrower, pursuant to which the related Cash Collateral Account,
if any, may have been established.


 


“CCRE”:
Cantor Commercial Real Estate Lending, L.P., in its capacity as a Mortgage Loan Seller, and its successors in interest.


 


“CCRE
Indemnification Agreement”: The Indemnification Agreement, dated the Pricing Date, between CCRE, the Depositor, the
Underwriters and the Initial Purchasers.


 


“CCRE
Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the CCRE Purchase Agreement.


 


“CCRE
Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated the Pricing Date, between CCRE and the Depositor.


 


“Certificate”:
Any Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B,
Class X-C, Class X-D, Class X-E, Class X-F, Class A-M, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class V, Class R or Class LR Certificate issued, authenticated and delivered hereunder.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, a national banking association, in its capacity as Certificate
Administrator, or its successor in interest, or any successor Certificate Administrator appointed as herein provided.


 


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


 


“Certificate
Balance”: With respect to any Class of Certificates (other than any Class of Class X Certificates, the Class V
Certificates, the Class R Certificates and the Class LR Certificates) (a) on or prior to the first Distribution Date, an
amount equal to the aggregate initial Certificate Balance of such Class, as specified in the Preliminary Statement to this Agreement,
(b) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Certificates
on the Distribution Date immediately prior to such date of determination less any distributions allocable to principal and any
allocations of Realized Losses made thereon on such prior Distribution Date.


 


“Certificate
Custodian”: Initially, the Certificate Administrator; thereafter, any other Certificate Custodian acceptable to the
Depository and selected by the Certificate Administrator.


 


“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant
to Section 5.02 of this Agreement.


 


“Certificateholder”:
The Person whose name is registered in the Certificate Register, subject to the following:


 


(a)     except
as provided in clauses (b) and (d), solely for the purpose of giving any consent or taking any action pursuant to this Agreement,
any Certificate registered in the name of the Depositor, the Master Servicer, the Special Servicer, any Excluded


 






    	-16-



    	 



    

 


Special Servicer,
the Certificate Administrator, the Trustee (in its individual capacity) or 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 it is 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;


 


(b)     for
purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificates beneficially owned
by the Master Servicer, the Special Servicer or the Operating Advisor or an Affiliate thereof shall be deemed to be outstanding,
provided such amendment does not relate to the increase in compensation or material reduction in obligations of the Master Servicer,
the Special Servicer, the Excluded Special Servicer or the Operating Advisor or any Affiliate thereof (other than solely in its
capacity as Certificateholder), in which case such Certificates shall be deemed not to be outstanding;


 


(c)     except
as provided in clause (d) below, for purposes of obtaining the consent of Certificateholders to any action proposed to be
taken by the Special Servicer with respect to a Specially Serviced Loan or the Excluded Special Servicer with respect to the related
Excluded Special Servicer Mortgage Loan, any Certificates beneficially owned by the Special Servicer or the Excluded Special Servicer,
as applicable, or an Affiliate thereof shall be deemed not to be outstanding (provided, that any Controlling Class Certificate
owned by an Excluded Controlling Class Holder will not be deemed to be outstanding solely with respect to any related Excluded
Controlling Class Mortgage Loan; and provided, further, that any Controlling Class Certificate owned by the Special
Servicer or an affiliate thereof will not be deemed to be outstanding solely with respect to any related Excluded Special Servicer
Mortgage Loan);


 


(d)     for
the purpose of exercising its rights as a member of the Controlling Class or as the Directing Holder, if applicable, any Certificate
beneficially owned by the Master Servicer, the Special Servicer or an Affiliate thereof will be deemed outstanding; and


 


(e)     for
purposes of providing or distributing any reports, statements or other information required or permitted to be provided to a Certificateholder
hereunder, a Certificateholder shall include any Beneficial Owner, or (subject to the execution of an Investor Certification)
any Person identified by a Beneficial Owner as a prospective transferee of a Certificate beneficially owned by such Beneficial
Owner, but only if the Certificate Administrator or another party hereto furnishing such report, statement or information has
been provided with the name of the Beneficial Owner of the related Certificate or the Person identified as a prospective transferee
thereof. For purposes of the foregoing, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Paying Agent, the Operating Advisor or other such Person may rely, without limitation, on a Depository Participant
listing from the Depository or statements furnished by a Person that on their face appear to be statements from a Depository Participant
to such Person indicating that such Person beneficially owns Certificates.


 






    	-17-



    	 



    

 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant
to Section 3.22(d), hereof, the holders of Sequential Pay Certificates evidencing at least 75% of the aggregate Voting Rights
(taking into account Realized Losses and the application of any Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of the Certificates pursuant to Section 4.08 of this Agreement) of all Sequential Pay Certificates on an aggregate basis.


 


“Certification
Parties”: As defined in Section 10.08 of this Agreement.


 


“Certifying
Certificateholder”: A Certificateholder or Beneficial Owner of a Certificate that has provided the Certificate Administrator
with an executed Investor Certification.


 


“Certifying
Person”: As defined in Section 10.08 of this Agreement.


 


“Certifying
Servicer”: As defined in Section 10.11 of this Agreement.


 


“Class”:
All of the Certificates that collectively bear the same alphabetical or alphanumeric Class designation, and each separately designated
Lower-Tier Regular Interest.


 


“Class A-1
Certificate”: Any one of the Certificates with a “Class A-1” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class A-1
Pass-Through Rate”: A per annum rate equal to 1.652%.


 


“Class A-2
Certificate”: Any one of the Certificates with a “Class A-2” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class A-2
Pass-Through Rate”: A per annum rate equal to 3.022%.


 


“Class A-3
Certificate”: Any one of the Certificates with a “Class A-3” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class A-3
Pass-Through Rate”: A per annum rate equal to 3.214%.


 



“Class A-4
Certificate”: Any one of the Certificates with a “Class A-4” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class A-4
Pass-Through Rate”: A per annum rate equal to 3.432%.




 






    	-18-



    	 



    




 


“Class A-5
Certificate”: Any one of the Certificates with a “Class A-5” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class A-5
Pass-Through Rate”: A per annum rate equal to 3.696%.


 


“Class A-M
Certificate”: Any one of the Certificates with a “Class A-M” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class A-M
Pass-Through Rate”: A per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage Pass-Through
Rate, and (ii) 4.028%.


 


“Class A-SB
Certificate”: Any one of the Certificates with a “Class A-SB” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class A-SB
Pass-Through Rate”: A per annum rate equal to 3.445%.


 


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


 


“Class B
Certificate”: Any one of the Certificates with a “Class B” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class B
Pass-Through Rate”: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate.


 


“Class C
Certificate”: Any one of the Certificates with a “Class C” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class C
Pass-Through Rate”: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate.


 


“Class D
Certificate”: Any one of the Certificates with a “Class D” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class D
Pass-Through Rate”: A per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage Pass-Through
Rate, and (ii) 3.463%.


 






    	-19-



    	 



    

 


“Class E
Certificate”: Any one of the Certificates with a “Class E” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class E
Pass-Through Rate”: A per annum rate equal to (i) the Weighted Average Net Mortgage Pass-Through Rate, minus
(ii) 1.250%, but no less than 0.000%.


 


“Class F
Certificate”: Any one of the Certificates with a “Class F” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class F
Pass-Through Rate”: A per annum rate equal to (i) the Weighted Average Net Mortgage Pass-Through Rate, minus
(ii) 1.250%, but no less than 0.000%.


 


“Class G
Certificate”: Any one of the Certificates with a “Class G” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class G
Pass-Through Rate”: A per annum rate equal to (i) the Weighted Average Net Mortgage Pass-Through Rate, minus
(ii) 1.250%, but no less than 0.000%.


 


“Class H
Certificate”: Any one of the Certificates with a “Class H” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.


 


“Class H
Pass-Through Rate”: A per annum rate equal to (i) the Weighted Average Net Mortgage Pass-Through Rate, minus
(ii) 1.250%, but no less than 0.000%.


 


“Class Interest
Shortfall”: On any Distribution Date for any Class of Regular Certificates, the amount of interest required to be distributed
to the Holders of such Class pursuant to Section 4.01(b) of this Agreement on such Distribution Date minus the amount of
interest actually distributed to such Holders pursuant to such Section, if any.


 


“Class
LA-1 Interest,” “Class LA-2 Interest,” “Class LA-3 Interest,” “Class LA-SB
Interest,” “Class LA-4 Interest,” “Class LA-5 Interest,” “Class
LA-M Interest,” “Class LB Interest,” “Class LC Interest,” “Class LD
Interest,” “Class LE Interest,” “Class LF Interest”, “Class LG Interest”
and “Class LH Interest”: Each, a regular interest in the Lower-Tier REMIC entitled to monthly distributions
payable thereto pursuant to Section 4.01 of this Agreement.


 


“Class LR
Certificate”: Any one of the Certificates with a “Class LR” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set


 






    	-20-



    	 



    

 


forth next to such Class in the Table of Exhibits of this Agreement. The Class LR Certificates
have no Pass-Through Rate, Certificate Balance or Notional Balance.


 


“Class
LTR Interest”: The sole class of “residual interest” in the Lower-Tier REMIC, which will be represented
by the Class LR Certificates.


 


“Class R
Certificate”: Any one of the Certificates with a “Class R” designation on the face thereof, executed and
authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form
of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class R Certificates
have no Pass-Through Rate, Certificate Balance or Notional Balance.


 


“Class V
Certificate”: Any one of the Certificates with a “Class V” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class V Certificates
represent undivided beneficial interests in the Class V Specific Grantor Trust Assets.


 


“Class V
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(k), which shall be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders
of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class V Distribution Account,” and
which must be an Eligible Account or a sub-account of an Eligible Account. The Class V Distribution Account shall not be
an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Class
V Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Excess Interest and (ii) the Class
V Distribution Account.


 


“Class X
Certificates”: The Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F Certificates,
collectively.


 


“Class
X Component”: Each of the Class X-A Components, Class X-B Components, Class X-C Components, Class X-D
Components, Class X-E Components and Class X-F Components.


 


“Class
X Component Notional Amount”: With respect to each Class X Component and any date of determination, an amount equal
to the then Lower-Tier Principal Balance of its Corresponding Lower-Tier Regular Interest.


 


“Class X
Notional Amount”: The Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-C Notional Amount,
the Class X-D Notional Amount, the Class X-E Notional Amount or the Class X-F Notional Amount, as applicable and as the context
may require.


 


“Class X-A
Certificate”: Any one of the Certificates with a “Class X-A” designation on the face thereof, substantially
in the form of the Exhibit set forth next to such


 






    	-21-



    	 



    

 


Class in the Table of Exhibits of this Agreement, and evidencing
a “regular interest” in Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-A
Components”: Each of Component XA-1, Component XA-2, Component XA-SB, Component XA-3, Component XA-4, Component
XA-5 and Component XA-M.


 


“Class X-A
Notional Amount”: As of any date of determination, the sum of the then Class X Component Notional Amounts of all of
the Class X-A Components.


 


“Class X-A
Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-A Strip Rates for
the respective Class X-A Components for such Distribution Date, weighted on the basis of the respective Class X Component
Notional Amounts of such Components outstanding immediately prior to such Distribution Date. The Class X-A Pass-Through Rate
for the initial Distribution Date is 1.043% per annum.


 


“Class X-A
Strip Rate”: With respect to any Class of Class X-A Components for any Distribution Date, the (i) the Weighted
Average Net Mortgage Pass-Through Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Class X-B
Certificate”: Any one of the Certificates with a “Class X-B” designation on the face thereof, substantially
in the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement, and evidencing
a “regular interest” in Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-B
Components”: Each of the Component XB and Component XC.


 


“Class X-B
Notional Amount”: As of any date of determination, the sum of the then Class X Component Notional Amounts of all of
the Class X-B Components.


 


“Class X-B
Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-B Strip Rates for
the respective Class X-B Components for such Distribution Date, weighted on the basis of the respective Class X Component
Notional Amounts of such Components outstanding immediately prior to such Distribution Date. The Class X-B Pass-Through Rate
for the initial Distribution Date is 0.000% per annum.


 


“Class X-B
Strip Rate”: With respect to any Class of Class X-B Components for any Distribution Date, the (i) the Weighted
Average Net Mortgage Pass-Through Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Class X-C
Certificate”: Any one of the Certificates with a “Class X-C” designation on the face thereof, substantially
in the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement, and evidencing
a “regular interest” in Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-C
Component”: The Component XD.


 


“Class X-C
Notional Amount”: As of any date of determination, the then Class X Component Notional Amount of the Class X-C
Component.


 






    	-22-



    	 



    

 


“Class X-C
Pass-Through Rate”: With respect to any Distribution Date, the Class X-C Strip Rate for the Class X-C Component
for such Distribution Date. The Class X-C Pass-Through Rate for the initial Distribution Date is 1.053% per annum.


 


“Class X-C
Strip Rate”: With respect to any Class of Class X-C Component for any Distribution Date, the (i) the Weighted
Average Net Mortgage Pass-Through Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Class X-D
Certificate”: Any one of the Certificates with a “Class X-D” designation on the face thereof, substantially
in the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement, and evidencing
a “regular interest” in Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-D
Component”: The Component XE.


 


“Class X-D
Notional Amount”: As of any date of determination, the then Class X Component Notional Amount of the Class X-D
Component.


 


“Class X-D
Pass-Through Rate”: With respect to any Distribution Date, the Class X-D Strip Rate for the Class X-D Component
for such Distribution Date. The Class X-D Pass-Through Rate for the initial Distribution Date is 1.250% per annum.


 


“Class X-D
Strip Rate”: With respect to any Class of Class X-D Component for any Distribution Date, the (i) the Weighted
Average Net Mortgage Pass-Through Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Class X-E
Certificate”: Any one of the Certificates with a “Class X-E” designation on the face thereof, substantially
in the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement, and evidencing
a “regular interest” in Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-E
Component”: Each of the Component XF and Component XG.


 


“Class X-E
Notional Amount”: As of any date of determination, the sum of the then Class X Component Notional Amounts of all of
the Class X-E Components.


 


“Class X-E
Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-E Strip Rates for
the respective Class X-E Components for such Distribution Date, weighted on the basis of the respective Class X Component
Notional Amounts of such Components outstanding immediately prior to such Distribution Date. The Class X-E Pass-Through Rate
for the initial Distribution Date is 1.250% per annum.


 


“Class X-E
Strip Rate”: With respect to any Class of Class X-E Component for any Distribution Date, the (i) the Weighted
Average Net Mortgage Pass-Through Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Class X-F
Certificate”: Any one of the Certificates with a “Class X-F” designation on the face thereof, substantially
in the form of the Exhibit set forth next to such


 






    	-23-



    	 



    

 


Class in the Table of Exhibits of this Agreement, and evidencing
a “regular interest” in Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-F
Component”: The Component XH.


 


“Class X-F
Notional Amount”: As of any date of determination, the then Class X Component Notional Amount of the Class X-F
Component.


 


“Class X-F
Pass-Through Rate”: With respect to any Distribution Date, the Class X-F Strip Rate for the Class X-F Component
for such Distribution Date. The Class X-F Pass-Through Rate for the initial Distribution Date is 1.250% per annum.


 


“Class X-F
Strip Rate”: With respect to any Class of Class X-F Component for any Distribution Date, the (i) the Weighted
Average Net Mortgage Pass-Through Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Clearstream”:
Clearstream Banking Luxembourg, a division of Clearstream International, société anonyme.


 


“Closing
Date”: August 6, 2015.


 


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


 


“Collection
Account”: The trust account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a)
of this Agreement, which shall be entitled “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Collection Account” and which must be an Eligible Account.


 


“Collection
Period”: With respect to any Distribution Date and each Mortgage Loan, the period that begins immediately following
the Determination Date in the calendar month preceding the month in which such Distribution Date occurs (or, in the case of the
Distribution Date occurring in September 2015, on the day after the Cut-off Date) and ending at the close of business on the Determination
Date in the calendar month in which such Distribution Date occurs.


 


“COMM
2015-CCRE23 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of May 1, 2015, between
Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, CWCapital Asset Management LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells
Fargo Bank, National Association, as certificate administrator, paying agent and custodian, and Pentalpha Surveillance LLC, as
operating advisor, entered into in connection with the issuance of COMM 2015-CCRE23 Mortgage Trust Commercial Mortgage Pass-Through
Certificates.


 






    	-24-



    	 



    

 


“COMM
2015-LC21 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of June 1, 2015, between Deutsche
Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer and as special servicer, Wilmington Trust, National Association, as trustee, Deutsche Bank Trust Company Americas,
as certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor, entered into
in connection with the issuance of COMM 2015-LC21 Mortgage Trust Commercial Mortgage Pass-Through Certificates.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Loan”: A Serviced Companion Loan or Non-Serviced Companion Loan, as applicable and as the context may require.


 


“Companion
Loan Noteholder”: A holder of a Companion Loan.


 


“Component XA-1”:
One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LA-1 Interest as of any date of determination.


 


“Component XA-2”:
One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LA-2 Interest as of any date of determination.


 


“Component XA-3”:
One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LA-3 Interest as of any date of determination.


 


“Component XA-4”:
One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LA-4 Interest as of any date of determination.


 


“Component XA-5”:
One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LA-5 Interest as of any date of determination.


 


“Component XA-SB”:
One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LA-SB Interest as of any date of determination.


 


“Component
XA-M”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to
the then current Lower-Tier Principal Balance of the Class LA-M Interest as of any date of determination.


 


“Component XB”:
One of the components of the Class X-B Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LB Interest as of any date of determination.


 






    	-25-



    	 



    

 


“Component XC”:
One of the components of the Class X-B Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LC Interest as of any date of determination.


 


“Component XD”:
The component of the Class X-C Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LD Interest as of any date of determination.


 


“Component XE”:
The component of the Class X-D Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LE Interest as of any date of determination.


 


“Component XF”:
One of the components of the Class X-E Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LF Interest as of any date of determination.


 


“Component XG”:
One of the components of the Class X-E Certificates having a Class X Component Notional Amount equal to the then current
Lower-Tier Principal Balance of the Class LG Interest as of any date of determination.


 


“Component XH”:
The component of the Class X-F Certificates having a Class X Component Notional Amount equal to the then current Lower-Tier
Principal Balance of the Class LH Interest as of any date of determination.


 


“Condemnation
Proceeds”: Any awards resulting from the full or partial condemnation or any eminent domain proceeding or any conveyance
in lieu or in anticipation thereof with respect to a Mortgaged Property 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 Borrower in accordance with the terms of the REMIC Provisions and the applicable
Loan Documents for the related Mortgage Loan or Serviced Loan Combination) or, if applicable, with respect to the Mortgaged Property
securing a Serviced Loan Combination, any portion of such amounts payable to the holders of the applicable Mortgage Loan. With
respect to the Mortgaged Property securing any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of
such amounts payable to the holder of the related Non-Serviced Mortgage Loan shall be included in Condemnation Proceeds.


 


“Consultation
Termination Event”: Shall occur under the following circumstances, with respect to each Mortgage Loan (other than Non-Serviced
Mortgage Loans, Servicing Shift Mortgage Loans and Excluded Mortgage Loans) and Serviced Loan Combination (other than Servicing
Shift Loan Combinations) at any date on which no Class of Control Eligible Certificates exists that has a Certificate Balance
that is at least equal to 25% of the initial Certificate Balance of that Class; provided that prior to the Heartland Industrial
Portfolio Pari Passu Note A-1 Securitization Date, no Consultation Termination Event shall occur with respect to the Loan-Specific
Directing Holder related to the Heartland Industrial Portfolio Loan Combination and the term “Consultation Termination Event”
shall not be applicable to the Loan-Specific Directing Holder related to the Heartland Industrial Portfolio Loan Combination,
and prior to the 40 Wall Street Pari Passu Note A-1 Securitization Date, no Consultation Termination 


 






    	-26-



    	 



    

 


Event shall occur with respect
to the Loan-Specific Directing Holder related to the 40 Wall Street Loan Combination and the term “Consultation Termination
Event” shall not be applicable to the Loan-Specific Directing Holder related to the 40 Wall Street Loan Combination. With
respect to Excluded Mortgage Loans, a Consultation Termination Event will be deemed to exist.


 


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


 


“Control
Termination Event”: Shall occur under the following circumstances, with respect to each Mortgage Loan (other than Non-Serviced
Mortgage Loans, Servicing Shift Mortgage Loans and Excluded Mortgage Loans) and Serviced Loan Combination (other than Servicing
Shift Loan Combinations), at any date on which no Class of Control Eligible Certificates exists that has a Certificate Balance
(as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.08) that is at
least equal to 25% of the initial Certificate Balance of that Class; provided that prior to the Heartland Industrial Portfolio
Pari Passu Note A-1 Securitization Date, no Control Termination Event shall occur with respect to the Loan-Specific Directing
Holder related to the Heartland Industrial Portfolio Combination and the term “Control Termination Event” shall not
be applicable to the Loan-Specific Directing Holder related to the Heartland Industrial Portfolio Loan Combination, and that prior
to the 40 Wall Street Pari Passu Note A-1 Securitization Date, no Control Termination Event shall occur with respect to the Loan-Specific
Directing Holder related to the 40 Wall Street Loan Combination and the term “Control Termination Event” shall not
be applicable to the Loan-Specific Directing Holder related to the 40 Wall Street Loan Combination. With respect to Excluded Mortgage
Loans, a Control Termination Event will be deemed to exist.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class
in accordance with Section 4.08(a) of this Agreement) at least equal to 25% of the initial Certificate Balance of that Class
or if no Class of Control Eligible Certificates meets the preceding requirement, the most senior Class of Control Eligible Certificates.
The Controlling Class as of the Closing Date will be the Class H Certificates.


 


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


 


“Controlling
Class Representative”: The Controlling Class Certificateholder (or a representative thereof) selected by the Majority
Controlling Class Certificateholders; provided, that (i) absent such selection, or (ii) until a Controlling
Class Representative is so selected or (iii) upon receipt of a written notice from the Majority Controlling Class Certificateholders
that a Controlling Class Representative is no longer designated, then the Controlling Class Certificateholder that owns the
largest aggregate Certificate Balance of the Controlling Class shall be the Controlling Class Representative upon notification
to the Certificate Registrar (and the Certificate Registrar’s notice to the other parties to this Agreement) of such Controlling
Class Certificateholder’s identity and contact information.


 






    	-27-



    	 



    

 


The
initial Controlling Class Representative on the Closing Date shall be LNR Securities Holdings, LLC (or its affiliate), and the
Certificate Registrar and the other parties to this Agreement shall be entitled to assume LNR Securities Holdings, LLC (or its
affiliate), or any successor Controlling Class Representative selected thereby and notified to the Certificate Registrar and the
other parties to this Agreement thereof in writing, is the Controlling Class Representative as Holder (or Beneficial Owner) of
at least a majority of the applicable Class of Control Eligible Certificates, until the Certificate Registrar and the other parties
to this Agreement receive (a) written notice of a replacement Controlling Class Representative from the Majority Controlling Class
Certificateholders or (b) written notice from the Majority Controlling Class Certificateholders or the Special Servicer that LNR
Securities Holdings, LLC is no longer the Holder (or Beneficial Owner) of at least a majority of the applicable Class of Control
Eligible Certificates due to a transfer of those Certificates (or a beneficial ownership interest in those Certificates). In the
event of clause (b) above, if no successor Controlling Class Representative is then identified to the Certificate Registrar, then
(1) the Certificate Administrator shall promptly provide notice thereof to LNR Securities Holdings, LLC, each party to this Agreement
and each Controlling Class Certificateholder substantially in the form of Exhibit HH to this Agreement, which notice shall,
among other things, request a certification from an authorized representative of LNR Securities Holdings, LLC or its Affiliate
that LNR Securities Holdings, LLC or its Affiliate, as applicable, owns at least 15% of the Certificate Balance of the Controlling
Class, and (2)(A) for so long as LNR Securities Holdings, LLC or its Affiliate owns at least 15% of the Certificate Balance of
the Controlling Class, as confirmed to the Certificate Administrator (via such certification described in clause (1) above), LNR
Securities Holdings, LLC or its Affiliate, as applicable, shall be the Controlling Class Representative, and (B) in the event
that LNR Securities Holdings, LLC or its Affiliate is not able to certify that it owns at least 15% of the Certificate Balance
of the Controlling Class, then a Control Termination Event shall be deemed to exist for purposes of this Agreement, in the case
of each of clause (A) and clause (B) above, until such time as the Certificate Registrar and the other parties to this Agreement
receive notice of a successor Controlling Class Representative (which may be LNR Securities Holdings, LLC or its Affiliate, even
if such party owns less than 15% of the Certificate Balance of the Controlling Class, as long as such party is the holder of the
largest aggregate Certificate Balance of the Controlling Class).


 


“Controlling
Companion Loan”: The Heartland Portfolio Pari Passu Note A-1 or the 40 Wall Street Pari Passu Note A-1, as the case
may be.


 


“Corporate
Trust Office”: The offices of: (a) the Trustee, located at 1100 North Market Street, Wilmington, Delaware 19890, Attention:
CMBS Trustee – COMM 2015-CCRE24, or the principal trust office of any successor trustee qualified and appointed pursuant
to this Agreement; and (b) the Certificate Administrator, located at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Services – COMM 2015-CCRE24, or, in the case of any surrender, transfer or exchange at Wells Fargo Center,
Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: COMM 2015-CCRE24, or the principal trust office
of any successor certificate administrator qualified and appointed pursuant to this Agreement.


 


“Corrected
Mortgage Loan”: As defined under the definition of Specially Serviced Loan.


 






    	-28-



    	 



    

 


“Corresponding
Certificates”: As defined in the Preliminary Statement with respect to any Corresponding Lower-Tier Regular Interest
or Corresponding Class X Component.


 


“Corresponding
Class X Components”: As defined in the Preliminary Statement with respect to any Corresponding Certificates or any Corresponding
Lower-Tier Regular Interest or Class X Component.


 


“Corresponding
Lower-Tier Regular Interests”: As defined in the Preliminary Statement with respect to any Corresponding Certificates
or Corresponding Class X Component.


 


“CREFC®”:
Commercial Real Estate 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 Certificate Administrator, the Trustee, the Special Servicer
and, if no Control Termination Event has occurred and is continuing, the Directing Holder.


 


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


 


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


 


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


 


“CREFC®
Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format
substantially in the form of and containing the information called for


 






    	-29-



    	 



    

 


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


 


“CREFC®
Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report”
format substantially in the form of and containing the information called for therein for the Mortgage Loans or Serviced Loan
Combinations, 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. In connection with preparing the CREFC® Comparative
Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial
statements for the fiscal quarter ending September 30, 2015, and (b) annual financial statements beginning with annual financial
statements for the 2015 fiscal year.


 


“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or no later than 90 days after its adoption, such other form for the presentation of such information and
containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage
securities transactions generally.


 


“CREFC®
Financial File”: The data file in the “CREFC® Financial File” format substantially
in the form of and containing the information called for therein for the Mortgage Loans or Serviced Loan Combinations, 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. The initial data for this report shall be provided by each Mortgage Loan Seller.


 


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


 


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


 


“CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report”: The monthly report in the “Historical
Loan Modification and Corrected Mortgage Loan Report” format substantially in the form of and containing the information
called for therein for the Mortgage Loans or Serviced Loan Combinations, 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®
Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from
time to time on the CREFC® Website.


 






    	-30-



    	 



    

 


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


 


(a)      The
following seven electronic files: (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;


 


(b)     The
following eleven supplemental reports: (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;


 


(c)     the
following eight templates: (i) CREFC® Appraisal Reduction Template, (ii) CREFC® Servicer
Realized Loss Template, (iii) CREFC® Reconciliation of Funds Template, (iv) CREFC® Historical
Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC® Historical Liquidation Loss Template, (vi) CREFC®
Interest Shortfall Reconciliation Template, (vii) CREFC® Servicer Remittance to Trustee Template and
(viii) CREFC® Significant Insurance Event Template; and


 


(d)     such
other reports and data files as CREFC® may designate as part of the “CREFC® Investor Reporting
Package (CREFC® IRP)” from time to time generally.


 


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


 


“CREFC®
License Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount per Interest Accrual
Period equal to the product of (i) the CREFC® License Fee Rate (adjusted to a monthly rate) multiplied by
(ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period
(without giving effect to payments of principal on such Mortgage Loan on such Due Date). 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 at least
two Business Days prior to the Servicer Remittance Date):


 


Account
Name: Commercial Real Estate Finance Council (CREFC®) 


Bank
Name: JPM Morgan Chase Bank, National Association 


Bank
Address: 80 Broadway, New York, NY 10005 


Routing
Number: 021000021 


Account
Number: 213597397


 


“CREFC®
License Fee Rate”: A rate equal to 0.0005% per annum.


 






    	-31-



    	 



    

 


“CREFC®
Loan Level Reserve/LOC Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Loan Level Reserve/LOC Report” available and effective from time to time on the
CREFC® Website.


 


“CREFC®
Loan Periodic Update File”: The monthly data file substantially in the form of, and containing the information
called for in, the downloadable form of the “CREFC® Loan Periodic Update File” available and effective
from time to time on the CREFC® Website and, provided that each CREFC® Loan Periodic Update
File shall be accompanied by a CREFC® Advance Recovery Report, if such report is required for a particular month,
and all references herein to “CREFC® Loan Periodic Update File” shall be construed accordingly.


 


“CREFC®
Loan Setup File”: The data file substantially in the form of, and containing the information called for in, the
downloadable form of the “CREFC® Loan Setup File” available and effective from time to time on the
CREFC® Website.


 


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “NOI Adjustment Worksheet” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
Operating Statement Analysis Report”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Operating Statement Analysis Report” available and effective from time to time
on the CREFC® Website.


 


“CREFC®
Property File”: The monthly data file substantially in the form of, and containing the information called for,
in the downloadable form of the “CREFC® Property File” available and effective from time to time on
the CREFC® Website.


 


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


 


“CREFC®
REO Status Report”: A monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the “REO Status Report” available and effective from time to time on the CREFC®
Website.


 


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


 


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


 






    	-32-



    	 



    

 


“CREFC®
Special Servicer Loan File”: The monthly data file substantially in the form of, and containing the information
called for in, the downloadable form of the “Special Servicer Loan File” available and effective from time to time
on the CREFC® Website.


 


“CREFC®
Supplemental Servicer Reports”: The CREFC® Delinquent Loan Status Report, the CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report, the CREFC® REO Status Report, the CREFC®
Servicer Watch List, the CREFC® NOI Adjustment Worksheet, the CREFC® Comparative Financial
Status Report, the CREFC® Operating Statement Analysis Report, the CREFC® Loan Level Reserve/LOC
Report, the CREFC® Advance Recovery Report and the CREFC® Total Loan Report.


 


“CREFC®
Total Loan Report”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Total Loan Report” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
Website”: 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.


 


“Crossover
Date”: The Distribution Date, if any, on which the Certificate Balance of each Class of Sequential Pay Certificates
(other than the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates) is (or
will be) reduced to zero.


 


“Custodial
Agreement”: The Custodial Agreement, if any, from time to time in effect between the Custodian named therein and the
Certificate Administrator, in the form agreed to by the Certificate Administrator and the Custodian, as the same may be amended
or modified from time to time in accordance with the terms thereof. No Custodial Agreement will be required if the Custodian is
the same party as the Certificate Administrator.


 


“Custodian”:
Any Custodian appointed pursuant to Section 3.19 of this Agreement. If a Custodian is not so appointed, then the Custodian
shall be the Certificate Administrator. The Custodian may (but need not) be the Certificate Administrator, the Trustee or the
Master Servicer or any Affiliate of the Certificate Administrator, the Trustee or the Master Servicer.


 


“Cut-off
Date”: With respect to each Mortgage Loan, the later of the related Due Date of such Mortgage Loan in August 2015 and
the date of origination of such Mortgage Loan.


 


“DBRS”:
DBRS, Inc., or its successor 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.


 


“DBWF
2015-LCM Trust and Servicing Agreement”: The trust and servicing agreement, dated as of June 25, 2015, between Deutsche
Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as special servicer, Wilmington


 






    	-33-



    	 



    

 


Trust, National Association, as trustee,
and Wells Fargo Bank, National Association, as certificate administrator, entered into in connection with the issuance of DBWF
2015-LCM Mortgage Trust Commercial Mortgage Pass-Through Certificates.


 


“Debt
Service Coverage Ratio”: With respect to any Mortgage Loan or Serviced Loan Combination as of any date of determination
and for any period, the ratio calculated by dividing the net operating income or net cash flow, as applicable, of the related
Mortgaged Property or Mortgaged Properties, as the case may be, for the most recently ended 12-month trailing or one-year period
for which data is available from the related Borrower (or year-to-date until such time that data for the trailing 12-month period
is available), before payment of any scheduled payments of principal and interest on such Mortgage Loan or Serviced Loan Combination
but after funding of required reserves and “normalized” information from the CREFC® NOI Adjustment
Worksheet for such Mortgaged Property by the Master Servicer or Special Servicer, if applicable, pursuant to Section 3.13
of this Agreement, by the annual debt service required by such Mortgage Loan or Serviced Loan Combination. Annual debt service
shall be calculated by multiplying the Monthly Payment in effect on such date of determination for such Mortgage Loan or Serviced
Loan Combination by 12 (or such fewer number of months for which related information is available).


 


“Default”:
An event of default under the Loan Documents for any Mortgage Loan or Loan Combination, or an event which, with the passage of
time or the giving of notice, or both, would constitute an event of default under the Loan Documents for such Mortgage Loan or
Loan Combination.


 


“Default
Interest”: With respect to any Mortgage Loan or Serviced Companion Loan, interest accrued on such Mortgage Loan or Serviced
Companion Loan (other than Excess Interest) at the excess of (i) the related Default Rate over (ii) the related Mortgage
Rate.


 


“Default
Rate”: With respect to each Mortgage Loan or Serviced Companion Loan, the per annum rate at which interest accrues
on such Mortgage Loan or Serviced Companion Loan following any event of default on such Mortgage Loan or Serviced Companion Loan,
including a default in the payment of a Monthly Payment or a Balloon Payment.


 


“Defaulted
Mortgage Loan”: A Mortgage Loan or Serviced Loan Combination that is delinquent at least 60 days in respect of
its Monthly Payments or more than 60 days delinquent in respect of its Balloon Payment, if any, in either case such Delinquency
to be determined without giving effect to any grace period permitted by the related Loan Documents and without regard to any acceleration
of payments under the related Mortgage Loan or Serviced Loan Combination.


 


“Defeasance
Account”: As defined in Section 3.26(j) of this Agreement.


 


“Defect”:
As defined in Section 2.03(e) of this Agreement.


 


“Deficient
Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian,
the Certificate Administrator, the


 






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Trustee and each Servicing Function Participant and Additional Servicer retained by it (other
than a Mortgage Loan 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 information and (z) delivered by or on behalf
of such party pursuant to the delivery requirements under Article X 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.


 


“Delinquency”:
Any failure of a Borrower to make a scheduled Monthly Payment or Balloon Payment on a Due Date.


 


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


 


“Depositor”:
Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation, and its successors and assigns.


 


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


 


“Depository
Participant”: A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities
deposited with the Depository.


 


“Determination
Date”: With respect to any Distribution Date, the sixth day of the calendar month of the related Distribution Date or,
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015.


 


“Directing
Holder”: With respect to (i) each Mortgage Loan (other than Non-Serviced Mortgage Loans, Servicing Shift Mortgage Loans
and Excluded Mortgage Loans) and Serviced Loan Combination (other than Servicing Shift Loan Combinations), the Controlling Class
Representative, (ii) each Servicing Shift Loan Combination, the related Loan-Specific Directing Holder, and (iii) each Excluded
Mortgage Loan, there will be no Directing Holder.


 


At
such time as there is no Controlling Class in accordance with the definition thereof, the Directing Holder (described in clause
(i) of the prior sentence of this definition) shall have no rights as the Directing Holder under this Agreement.


 


The
identification and contact information of each initial Directing Holder as of the Closing Date is set forth on Schedule I
to this Agreement. The parties to this Agreement may rely on such Schedule in accordance with Section 3.29.


 


“Directly
Operate”: With respect to any Serviced 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 Serviced REO Property, the holding of such Serviced
REO Property primarily for sale to customers in the ordinary course of a trade or business, or any use of such Serviced REO Property
in a trade or business conducted by the Trust Fund, or the performance of any construction work on the


 






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Serviced REO Property other
than through an Independent Contractor; provided that the Special Servicer, on behalf of the Trust Fund, shall not be considered
to Directly Operate a Serviced REO Property solely because the Special Servicer, on behalf of the Trust Fund, 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 Serviced REO Property or takes other actions consistent with Treasury Regulations
Section l.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Loan Combination
or Serviced REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions,
brokerage fees or rebates) 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 (other than
a Non-Serviced Mortgage Loan) or Serviced Loan Combination and any purchaser of any Mortgage Loan (other than a Non-Serviced Mortgage
Loan), Serviced Loan Combination or Serviced REO Property) in connection with the disposition, workout or foreclosure of any Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, if applicable, the management or disposition of any
Serviced REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties
under this Agreement other than to the extent otherwise included in the Distribution Date Statement for the applicable period;
provided that any compensation and other remuneration that the Master Servicer or Certificate Administrator is permitted to receive
or retain pursuant to the terms of this Agreement in connection with its respective duties in such capacity as Master Servicer
or Certificate Administrator under this Agreement shall not be Disclosable Special Servicer Fees.


 


“Disclosure
Parties”: As defined in Section 3.14(e) of this Agreement.


 


“Disqualified
Non-U.S. Person”: With respect to a Class R or Class LR Certificate, (A) any Non-U.S. Person or agent
thereof other than (i) a Non-U.S. Person that holds the Class R or Class LR Certificate in connection with the
conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an
effective IRS Form W-8ECI (or applicable successor Form promulgated by the IRS for the purpose of providing and certifying the
information provided on Form W-8ECI as of the Closing Date) or (ii) a Non-U.S. Person that has delivered to both the transferor
and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R
or Class LR Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder
and that such transfer of the Class R or Class LR Certificate will not be disregarded for federal income tax purposes,
(B) an entity treated as a domestic partnership for U.S. federal income tax purposes, one or more of the direct or indirect
beneficial owners (other than through a U.S. corporation) of which is (or is permitted under the applicable partnership agreement
to be) a Non-U.S. Person who is not described in clause (A)(i) or (ii) or (C) a U.S. Person with respect to
whom income on the Class R or Class LR Certificate is attributable to a fixed base or foreign permanent establishment,
within the meaning of an applicable income tax treaty, of such transferee or any other U.S. Person.


 


“Disqualified
Organization”: Any of (a) the United States, a State or any political subdivision thereof or any agency or instrumentality
of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and,
except for the


 






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Federal Home Mortgage Corporation, a majority of its board of directors is not selected by any such governmental
unit), (b) a foreign government, International Organization (as defined below) or agency or instrumentality of either of
the foregoing, (c) an organization that is exempt from tax imposed by Code Chapter 1 (including the tax imposed by Section 511
of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code)
with respect to the Class R or Class LR Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, or (e) any
other Person so designated by the Certificate Registrar based upon an Opinion of Counsel provided to the Certificate Registrar
(which shall be an expense of the Trust) to the effect that any Transfer to such Person may cause either Trust REMIC to be subject
to tax or to fail to qualify as a REMIC at any time that the Certificates are outstanding. For the purposes of this definition,
the terms “United States,” “State” and “International Organization” shall have the meanings
set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Accounts”: Collectively, the Upper-Tier Distribution Account, the Lower-Tier Distribution Account and the Class V
Distribution Account, each of which may be sub-accounts of a single Eligible Account.


 


“Distribution
Date”: For each Determination Date, the fourth Business Day following such Determination Date in each calendar month,
commencing in September 2015. The first Distribution Date shall be September 14, 2015.


 


“Distribution
Date Statement”: As defined in Section 4.02(a) of this Agreement.


 


“Do
Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, Special Servicer,
the Certificate Administrator, Trustee or Operating Advisor, which lists certain parties identified by the Depositor as having
failed to comply (after any applicable cure period) with their respective obligations under Article X of this Agreement or
as having failed to comply (after any applicable cure period) with any similar Regulation AB reporting requirements under any
other securitization transaction.


 


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


 


“Early
Termination Notice Date”: Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining
in the Trust is less than 1.0% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the Cut-off Date (excluding
from each of the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust and the aggregate Stated Principal
Balance of all of the Mortgage Loans as of the Cut-off Date, solely for purposes of this calculation, the Lakewood Center Mortgage
Loan).


 


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


 






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“Eden
Roc Loan Combination”: The Eden Roc Companion Loans, together with the Eden Roc Mortgage Loan. References herein to
the Eden Roc Loan Combination shall be construed to refer to the aggregate indebtedness under the Eden Roc Pari Passu Note A-1,
the Eden Roc Pari Passu Note A-2, the Eden Roc Pari Passu Note A-3 and the Eden Roc Pari Passu Note A-4.


 


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


 


“Eden
Roc Pari Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion of the Eden Roc
Loan Combination. The Eden Roc Pari Passu Note A-1 is included in the Trust Fund and is pari passu in right of payment
to the Eden Roc Pari Passu Note A-2, the Eden Roc Pari Passu Note A-3 and the Eden Roc Pari Passu Note A-4, as set forth
in the related Intercreditor Agreement. The Eden Roc Pari Passu Note A-1, together with the Eden Roc Pari Passu Note A-2, is also
the Eden Roc Mortgage Loan.


 


“Eden
Roc Pari Passu Note A-2”: The promissory note designated as Note A-2, which evidences a portion of the Eden
Roc Loan Combination. The Eden Roc Pari Passu Note A-2 is included in the Trust Fund and is pari passu in right of payment
to the Eden Roc Pari Passu Note A-1, the Eden Roc Pari Passu Note A-3 and the Eden Roc Pari Passu Note A-4, as set forth in the
related Intercreditor Agreement. The Eden Roc Pari Passu Note A-2, together with the Eden Roc Pari Passu Note A-1, is also the
Eden Roc Mortgage Loan.


 


“Eden
Roc Pari Passu Note A-3”: The promissory note designated as Note A-3, which evidences a portion of the Eden
Roc Loan Combination. The Eden Roc Pari Passu Note A-3 is not included in the Trust Fund and is pari passu in right of
payment to the Eden Roc Pari Passu Note A-1, the Eden Roc Pari Passu Note A-2 and the Eden Roc Pari Passu Note A-4, as set forth
in the related Intercreditor Agreement. As of the Closing Date, the Eden Roc Pari Passu Note A-3 is held by Citigroup Global Markets
Realty Corp.


 


“Eden
Roc Pari Passu Note A-4”: The promissory note designated as Note A-4, which evidences a portion of the Eden
Roc Loan Combination. The Eden Roc Pari Passu Note A-4 is not included in the Trust Fund and is pari passu in right of
payment to the Eden Roc Pari Passu Note A-1, the Eden Roc Pari Passu Note A-2 and the Eden Roc Pari Passu Note A-3, as set forth
in the related Intercreditor Agreement. As of the Closing Date, the Eden Roc Pari Passu Note A-4 is held by Citigroup Global Markets
Realty Corp.


 


“EDGAR
Compatible Format”: Any format compatible with EDGAR, including, without limitation, HTML, word, excel or clean and
searchable PDF.


 


“Eligible
Account”: Any of:


 


(i)     an
account or accounts maintained with a depository institution or trust company (A) the short-term unsecured debt obligations or
commercial paper of which are rated at least “P-1” by Moody’s and “F1” by Fitch, in the case of
accounts in which deposits are held for 30 days or less or (B) in the case of accounts in which deposits are held for more than
30 days, the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s and “A”
by Fitch,


 






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(ii)     an
account or accounts maintained with Wells Fargo Bank, National Association, so long as such depository’s long-term unsecured
debt or deposit accounts are rated at least “A2” by Moody’s and “BBB+” by Fitch (if the deposits
are to be held in the account for more than 30 days) or its short term deposit accounts or short term unsecured debt is rated
at least “P-1” by Moody’s and “F2” by Fitch (if the deposits are to be held in the account for 30
days or less),


 


(iii)     an
account or accounts maintained with Wells Fargo Bank, National Association, so long as it meets the eligibility standards of the
Certificate Administrator set forth in this Agreement,


 


(iv)    a
segregated trust account or accounts maintained with the trust department of a federal or state chartered depository institution
or trust company acting in its fiduciary capacity which institution or trust company (which, subject to the remainder of this
clause (iv), may include the Certificate Administrator or the Trustee) 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
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,


 


(v)    such
other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable
clause, would be listed in clauses (i)-(iv) above, with respect to which a No Downgrade Confirmation has been obtained from each
Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account,
or


 


(vi)   any
other account as to which the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer, as applicable,
receives a No Downgrade Confirmation from each Rating Agency, which may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer.


 


Eligible
Accounts may bear interest.


 


“Eligible
Investor”: Any of (i) a Qualified Institutional Buyer that is purchasing for its own account or for the account
of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A
or (ii) (except with respect to the Class R and Class LR Certificates) an Institutional Accredited Investor.


 


“Eligible
Operating Advisor”: An institution (i) that is the special servicer or 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 Park Bridge
Lender Services LLC, this transaction) but has not been special servicer on a transaction for which DBRS, KBRA, Fitch, 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


 






    	-39-



    	 



    

 


with the special servicer as the sole or material factor in such rating action,
(ii) that can and will make the representations and warranties set forth in Section 2.04(f) of this Agreement, (iii) that
is not the Depositor, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Controlling Class Representative,
the Directing Holder, an Other Depositor, Other Servicer or Other Special Servicer, or an Affiliate of the Depositor, the Master
Servicer, the Special Servicer, a Mortgage Loan Seller, the Controlling Class Representative, the Directing Holder or an Other
Depositor, Other Servicer or Other Special Servicer, and (iv) that has not been paid by any 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.


 


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


 


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


 


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


 


“Escrow
Account”: As defined in Section 3.04(b) of this Agreement. Any Escrow Account may be a sub-account of the related
Cash Collateral Account.


 


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


 


“Euroclear”:
Euroclear Bank, as operator of the Euroclear System and its successors in interest.


 


“Excess
Interest”: With respect to each of the Mortgage Loans indicated on the Mortgage Loan Schedule as having a Revised Rate,
interest accrued on and allocable to such Mortgage Loan after the Anticipated Repayment Date allocable to the Excess Rate, including
all interest accrued thereon. The Excess Interest, if any, shall not be an asset of either Trust REMIC formed hereunder, but rather
shall be an asset of the Grantor Trust.


 


“Excess
Liquidation Proceeds”: With respect to any Mortgage Loan (and with respect to any Non-Serviced Mortgage Loan only the
pro rata share of such proceeds allocated to the Trust pursuant to the terms of the related Intercreditor Agreement) or Serviced
Companion Loan, the excess of (i) Net Liquidation Proceeds of such Mortgage Loan, Serviced Companion Loan or related Serviced
REO Property, over (ii) the amount that would have been received if a





 






    	-40-



    	 



    

 


principal payment and all other amounts due in full
had been made with respect to such Mortgage Loan or Serviced Companion Loan on the Due Date immediately following the date on
which such proceeds were received.


 


“Excess
Liquidation Proceeds Account”: The segregated non-interest bearing trust account or sub-account created and maintained
by the Certificate Administrator pursuant to Section 3.05(i) of this Agreement in trust for the Certificateholders and, in
the case of a Serviced Companion Loan, the Serviced Companion Loan Noteholders, which shall be entitled “Wells Fargo Bank,
National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for
the benefit of the Holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates and, if applicable,
Serviced Companion Loan Noteholders, Excess Liquidation Proceeds Account.” The Excess Liquidation Proceeds Account must
be an Eligible Account or a sub-account of an Eligible Account and will be an asset of the Lower-Tier REMIC.


 


“Excess
Prepayment Interest Shortfall”: With respect to the Mortgage Loans in the Mortgage Pool, the aggregate Prepayment Interest
Shortfalls with respect to the Mortgage Pool in excess of the sum of (A) the Master Servicer Prepayment Interest Shortfall Amount
with respect to the Mortgage Loans serviced hereunder and (B) with respect to any Non-Serviced Mortgage Loan, any analogous amount
remitted to the Trust by the related Other Servicer pursuant to the Other Pooling and Servicing Agreement.


 


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


 


“Excess
Servicing Fees”: With respect to each Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan with
respect thereto), that portion of the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.


 


“Excess
Servicing Fee Rate”: With respect to each Mortgage Loan and any Serviced Pari Passu Companion Loan (and any successor
REO Loan with respect thereto), a rate per annum equal to the Servicing Fee Rate (subject to the rights of the Mortgage Loan Seller
Sub-Servicers identified on Exhibit T to this Agreement) minus 0.0025%; provided that such rate shall be subject to reduction
pursuant to Section 7.02 of this Agreement.


 


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


 


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





 


“Excluded
Controlling Class Holder”: 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 


 









    	-41-



    	 



    
 


Controlling Class Mortgage
Loan. Immediately upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class
Holder”, such Person shall provide notice in the form of Exhibit L-1E
hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator,
which such notice shall be physically delivered in accordance with Section 11.05 of this Agreement and shall specifically identify
the Excluded Controlling Class Holder and 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 L-1F hereto,
which such notice shall provide each of the CTSLink User ID’s associated with such Excluded Controlling Class Holder, and
which such notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access
to the Certificate Administrator’s Website as provided in this Agreement.


 


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


 


“Excluded
Information”: With respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely relating
to such Excluded Controlling Class Mortgage Loan(s) 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 Loans conducted by the Special Servicer or the Excluded Special Servicer), recoverability officer’s certificates,
the Operating Advisor Annual Reports, any determination of the Special Servicer’s net present value calculation, any appraisal
reduction amount 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(s) that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer, the Special Servicer
and the Operating Advisor, as the case may be. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File
relating to any Excluded Controlling Class Mortgage Loan) shall not be considered “Excluded Information”. Each of
the Master Servicer, the Special Servicer and the Operating Advisor shall deliver any Excluded Information to the Certificate
Administrator in accordance with Section 3.32 hereof. For the avoidance of doubt, the Certificate Administrator’s
obligation to segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s
Website shall be triggered solely by such information being delivered in the manner provided in Section 3.32 hereof.


 


“Excluded
Mortgage Loan”: Any Mortgage Loan or Loan Combination 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”: With respect any Excluded Special Servicer Mortgage Loan, a special servicer that is not a Borrower
Party and satisfies all of the eligibility requirements applicable to the special servicer set forth in this Agreement.


 






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


 


“FATCA”:
Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered
into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to
any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.


 


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


 


“FHLMC”:
The Federal Home Loan Mortgage Corporation, or any successor thereto.


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such
other data or supporting information provided by the Special Servicer to the Directing Holder, which shall not include any communication
(other than the related Asset Status Report) between the Special Servicer and the Directing Holder with respect to such Specially
Serviced Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless, if no
Control Termination Event has occurred and is continuing, the Directing Holder 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 action, or has been deemed to have approved or consented to such action or the Asset Status
Report is otherwise implemented by the Special Servicer in accordance with this Agreement.


 


“Final
Recovery Determination”: With respect to any Specially Serviced Loan, Serviced REO Loan or any Mortgage Loan subject
to repurchase by the related Mortgage Loan Seller pursuant to Section 2.03(e) of this Agreement, or in the case of a Loan
Combination, subject to a purchase pursuant to the applicable Intercreditor Agreement, or any Mortgage Loan or Loan Combination
subject to purchase pursuant to any related mezzanine intercreditor agreement, the recovery of all Insurance Proceeds, Liquidation
Proceeds, the related Repurchase Price and other payments or recoveries (including proceeds of the final sale of any Serviced
REO Property) which the Master Servicer (or in the case of a Specially Serviced Loan or Serviced REO Loan, the Special Servicer),
in its reasonable judgment, and, if no Consultation Termination Event has occurred and is continuing, in consultation with the
Directing Holder, as evidenced by a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator,
the Operating Advisor and the Custodian (and the Master Servicer, if the certificate is from the Special Servicer), expects to
be finally recoverable. If no Control Termination Event has occurred and is continuing, the Directing Holder shall have ten (10)
Business Days to review and approve each such recovery determination; provided that if the Directing Holder fails to approve
or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such
consent shall be deemed given. The Master Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination until the earlier of (i) its termination as the Master Servicer hereunder and the transfer of such records
to a successor servicer and (ii) five years following the termination of the Trust Fund.


 






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“Financial
Market Publisher”: Blackrock Financial Management, Inc., Bloomberg Financial Markets, L.P., Interactive Data Corporation,
Intex Solutions, Inc., Markit LLC, Thomson Reuters Corporation and Trepp, LLC, or any successor entities thereof.


 


“Fitch”:
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.


 


“FNMA”:
The Federal National Mortgage Association or any successor thereto.


 


“Form
8-K”: A current report on Form 8-K under the Exchange Act or such successor form as the Commission may specify from
time to time.


 


“Form
8-K Disclosure Information”: As defined in Section 10.09 of this Agreement.


 


“Franchise
Mortgage Loans”: Each Mortgage Loan (other than Non-Serviced Mortgage Loans) secured by the Mortgaged Properties identified
as Loan Nos. 8 (Westin Portland), 12 (Embassy Suites Denver Tech Center), 25 (Sheraton Suites Akron), 32 (Hilton Garden Inn Blacksburg),
35.01 (LaQuinta Inn & Suites Corpus Christi), 35.02 (Candlewood Suites Corpus Christi) and 38 (Home 2 Suites), which are each
subject to a franchise agreement.


 


“GACC”:
German American Capital Corporation, in its capacity as a Mortgage Loan Seller, and its successors in interest.


 


“GACC
Indemnification Agreement”: The Indemnification Agreement, dated the Pricing Date, between GACC, the Depositor, the
Underwriters and the Initial Purchasers.


 


“GACC
Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the GACC Purchase Agreement.


 


“GACC
Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated the Pricing Date, between GACC and the Depositor.


 


“General
Special Servicer”: As defined in Section 3.22(h) of this Agreement.


 


“Global
Certificates”: Each of the Publicly Offered Global Certificates, Regulation S Global Certificates or Rule 144A
Global Certificates if and so long as such class of Certificates is registered in the name of a nominee of the Depository.


 


“Grantor
Trust”: A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust”
under the Grantor Trust Provisions, consisting of the Excess Interest and the Class V Distribution Account, beneficial ownership
of which is represented by the Class V Certificates, as further described in this Agreement.


 






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“Grantor
Trust Provisions”: Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).


 


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation,
those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601
et seq., or any other environmental laws now existing, and specifically including, without limitation, asbestos
and asbestos-containing materials, polychlorinated biphenyls (“PCBs”), 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.


 


“Heartland
Industrial Portfolio Companion Loans”: As defined in the Preliminary Statement.


 


“Heartland
Industrial Portfolio Loan Combination”: The Heartland Industrial Portfolio Companion Loans, together with the Heartland
Industrial Portfolio Mortgage Loan. References herein to the Heartland Industrial Portfolio Loan Combination shall be construed
to refer to the aggregate indebtedness under the Heartland Industrial Portfolio Pari Passu Note A-1, the Heartland Industrial
Portfolio Pari Passu Note A-2 and the Heartland Industrial Portfolio Pari Passu Note A-3.


 


“Heartland
Industrial Portfolio Mortgage Loan”: As defined in the Preliminary Statement.


 


“Heartland
Industrial Portfolio Pari Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion
of the Heartland Industrial Portfolio Loan Combination. The Heartland Industrial Portfolio Pari Passu Note A-1 is not included
in the Trust Fund and is pari passu in right of payment to the Heartland Industrial Portfolio Pari Passu Note A-2
and the Heartland Industrial Portfolio Pari Passu Note A-3, as set forth in the related Intercreditor Agreement.


 


“Heartland
Industrial Portfolio Pari Passu Note A-1 Securitization Date”: With respect to the Heartland Industrial Portfolio Loan
Combination, the date on which the Heartland Industrial Portfolio Pari Passu Note A-1 is included in a securitization trust, provided
that such Companion Loan Noteholder provides each of the Master Servicer, the Special Servicer, the Certificate Administrator
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 related Intercreditor Agreement that Heartland Industrial Portfolio Pari Passu Note
A-1 is to be included in such Other Securitization, which notice shall include contact information for the related Other Servicer,
the Other Special Servicer and the Other Trustee.


 


“Heartland
Industrial Portfolio Pari Passu Note A-2”: The promissory note designated as Note A-2, which evidences a portion
of the Heartland Industrial Portfolio Loan Combination. The Heartland Industrial Portfolio Pari Passu Note A-2 is included in
the Trust Fund and is pari passu in right of payment to the Heartland Industrial Portfolio Pari Passu Note A-1 and the
Heartland Industrial Portfolio Pari Passu Note A-3, as set forth in the related


 






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 Intercreditor Agreement. The Heartland Industrial
Portfolio Pari Passu Note A-2 is also the Heartland Industrial Portfolio Mortgage Loan.


 


“Heartland
Industrial Portfolio Pari Passu Note A-3”: The promissory note designated as Note A-3, which evidences a portion
of the Heartland Industrial Portfolio Loan Combination. The Heartland Industrial Portfolio Pari Passu Note A-3 is not included
in the Trust Fund and is pari passu in right of payment to the Heartland Industrial Portfolio Pari Passu Note A-1 and the
Heartland Industrial Portfolio Pari Passu Note A-2, as set forth in the related Intercreditor Agreement.


 


“Heartland
Industrial Portfolio Pooling and Servicing Agreement”: This Agreement, for so long as the Heartland Industrial Portfolio
Loan Combination is serviced pursuant to this Agreement and, on and after the Heartland Industrial Portfolio Pari Passu Note A-1
Securitization Date, the related Other Pooling and Servicing Agreement for the Heartland Industrial Portfolio Pari Passu Note
A-1.


 


“Heartland
Industrial Portfolio Service Providers”: With respect to the Heartland Industrial Portfolio Loan Combination, (i) prior
to the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date, the Trustee, Master Servicer, Special Servicer
and any related sub-servicer hereunder and (ii) on and after the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization
Date, the related Other Trustee, Other Servicer, Other Special Servicer and any related sub-servicer, as applicable, and any other
Person that makes principal and/or interest advances in respect of the Heartland Industrial Portfolio Pari Passu Note A-1 or property
advances in respect of the Heartland Industrial Portfolio Loan Combination pursuant to the related Other Pooling and Servicing
Agreement.


 


“Holder”:
With respect to any Certificate, a Certificateholder; with respect to any Lower-Tier Regular Interest, the Trustee.


 


“Indemnification
Agreements”: Each of the GACC Indemnification Agreement, the CCRE Indemnification Agreement, the Ladder Indemnification
Agreement and the Pillar Indemnification Agreement.


 


“Indemnified
Party”: As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), as applicable, of this Agreement,
as the context requires.


 


“Indemnifying
Party”: As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), as applicable, of this Agreement,
as the context requires.


 


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


 






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“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the applicable
Trust REMIC within the meaning of Section 856(d)(3) of the Code if such Trust REMIC were a real estate investment trust (except
that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly,
35% or more of any Class or 35% or more of the aggregate value of all Classes of Certificates), provided that such Trust
REMIC does not receive or derive any income from such Person and the relationship between such Person and such Trust REMIC is
at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer
nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless
an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master Servicer
or the Special Servicer, as applicable, the Certificate Administrator and the Trustee has been delivered to the Certificate Administrator
to that effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) if the Master Servicer
or the Special Servicer, as applicable, on behalf of itself, the Certificate Administrator and the Trustee has received an Opinion
of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) to the effect that the taking of any action
in respect of any Serviced 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 Serviced 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 Serviced REO Property to
fail to qualify as Rents from Real Property (provided that such income would otherwise so qualify).


“Individual
Certificate”: Any Certificate in definitive, fully registered physical form without interest coupons.


“Initial
Purchasers”: Deutsche Bank Securities Inc., Cantor Fitzgerald & Co. and Wells Fargo Securities, LLC and their respective
successors in interest.


“Initial
Rate”: The stated Mortgage Rate with respect to an ARD Loan as of the Cut-off Date.


“Initial
Resolution Period”: As defined in Section 2.03(e) of this Agreement.


“Inquiries”:
As defined in Section 4.02(c) of this Agreement.


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


“Insurance
Proceeds”: Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a
Mortgage Loan or Serviced Loan Combination (including any amounts paid by the Master Servicer pursuant to Section 3.08
of this Agreement).


“Intercreditor
Agreement”: With respect to any Loan Combination, the related intercreditor, co-lender or similar agreement in effect
from time to time by and between (a) the holder of the related Mortgage Loan(s) and the holder of the related Subordinate Companion






    	-47-



    	 



    




Loan(s)
relating to the relative rights of such holders or (b) the holders of the related Mortgage Loan and the related Serviced Pari
Passu Companion Loan or Non-Serviced Pari Passu Companion Loan(s) relating to the relative rights of such holders. The intercreditor
or co-lender agreement related to each of the Lakewood Center Loan Combination, the Eden Roc Loan Combination, the Heartland Industrial
Portfolio Loan Combination, the 40 Wall Street Loan Combination and the La Gran Plaza Loan Combination shall each be an Intercreditor
Agreement.


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates, an amount equal to interest
for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class on the related Certificate Balance or
Notional Balance, as applicable, outstanding immediately prior to such Distribution Date minus the amount of any Excess Prepayment
Interest Shortfall allocated to such Class of Certificates with respect to such Distribution Date. Calculations of interest due
in respect of such Classes of Regular Certificates shall be made on the basis of a 360-day year consisting of twelve 30-day months.


“Interest
Accrual Period”: With respect to each Class of Regular Certificates and any Distribution Date, the calendar month immediately
preceding the month in which such Distribution Date occurs.


“Interest
Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.05(e) of this Agreement, which shall be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders
of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Interest Reserve Account” and
which must be an Eligible Account or a sub-account of an Eligible Account. The Interest Reserve Account shall be an asset of the
Lower-Tier REMIC.


“Interested
Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, any Directing Holder, any Certificateholder, any holder of a Companion Loan (solely in connection
with the related Serviced Loan Combination), any Independent Contractor engaged by the Special Servicer pursuant to Section 3.15
of this Agreement, any Person known to a Servicing Officer of the Special Servicer to be an Affiliate of any of them or any Borrower
Party.


“Inquiries”:
As defined in Section 4.02(c) of this Agreement.


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


“Investment
Representation Letter”: As defined in Section 5.02(c)(i)(A) of this Agreement.


“Investor-Based
Exemption”: Any of PTCE 84-14 (for transactions by independent “qualified professional asset managers”),
PTCE 91-38 (for transactions by bank collective investment funds), PTCE 90-1 (for transactions by insurance company pooled separate
accounts), PTCE 95-60 (for transactions by insurance company general accounts) or PTCE 96-






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23
(for transactions effected by “in-house asset managers”) or a similar exemption under Similar Law.


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit L-1A,
Exhibit L-1B, Exhibit L-1C and Exhibit L-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). The Certificate
Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.


“Investor
Q&A Forum”: As defined in Section 4.02(c) of this Agreement.


“Investor
Registry”: As defined in Section 4.02(d) of this Agreement.


“IO
Group YM Distribution Amount”: As defined in Section 4.01(c) of this Agreement.


“IRS”:
The Internal Revenue Service.


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


“KBRA”:
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.


“La
Gran Plaza Loan Combination”: The La Gran Plaza Pari Passu Companion Loans, together with the La Gran Plaza Mortgage
Loan. References herein to the La Gran Plaza Loan Combination shall be construed to refer to the aggregate indebtedness under
the La Gran Plaza Pari Passu Note A-1, the La Gran Plaza Pari Passu Note A-2 and the La Gran Plaza Pari Passu Note A-3.


“La
Gran Plaza Mortgage Loan”: As defined in the Preliminary Statement.


“La
Gran Plaza Pari Passu Companion Loans”: As defined in the Preliminary Statement. 


“La
Gran Plaza Pari Passu Note A-1”: The promissory note designated as Note A-1, which evidences a portion
of the La Gran Plaza Loan Combination. The La Gran Plaza Pari Passu Note A-1 is included in the Trust Fund and is pari
passu in right of payment to the La Gran Plaza Pari Passu Note A-2 and the La Gran Plaza Pari Passu Note A-3, as
set forth in the related Intercreditor Agreement. The La Gran Plaza Pari Passu Note A-1 is also the La Gran Plaza Mortgage Loan.


“La
Gran Plaza Pari Passu Note A-2”: The promissory note designated as Note A-2, which evidences a portion
of the La Gran Plaza Loan Combination. The La Gran Plaza Pari






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Passu
Note A-2 is not included in the Trust Fund and is pari passu in right of payment to the La Gran Plaza Pari Passu Note A-1
and the La Gran Plaza Pari Passu Note A-3, as set forth in the related Intercreditor Agreement. The La Gran Plaza Pari
Passu Note A-2 is included in the COMM 2015-LC21 Mortgage Trust.


“La
Gran Plaza Pari Passu Note A-3”: The promissory note designated as Note A-3, which evidences a portion
of the La Gran Plaza Loan Combination. The La Gran Plaza Pari Passu Note A-3 is not included in the Trust Fund and is pari
passu in right of payment to the La Gran Plaza Pari Passu Note A-1 and the La Gran Plaza Pari Passu Note A-2,
as set forth in the related Intercreditor Agreement. The La Gran Plaza Pari Passu Note A-3 is included in the COMM 2015-CCRE23
Mortgage Trust.


“Ladder”:
Ladder Capital Finance LLC, in its capacity as a Mortgage Loan Seller, and its successors in interest.


“Ladder
Indemnification Agreement”: The Indemnification Agreement dated the Pricing Date, between Ladder, LCFH, Series TRS of
Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP, the Depositor, the Underwriters and
the Initial Purchasers.


“Ladder
Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the Ladder Purchase Agreement.


“Ladder
Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated the Pricing Date, between Ladder, LCFH, Series TRS
of Ladder Capital Finance Holdings LLLP, Series REIT of Ladder Capital Finance Holdings LLLP and the Depositor.


“Lakewood
Center Companion Loans”: The Lakewood Center Pari Passu Companion Loan and the Lakewood Center Subordinate Companion
Loans.


“Lakewood
Center Loan Combination”: As defined in the Preliminary Statement.


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


“Lakewood
Center Pari Passu Companion Loan”: As defined in the Preliminary Statement.


“Lakewood
Center Service Providers”: With respect the Lakewood Center Loan Combination, the related Other Trustee, Other Servicer,
Other Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest
advances in respect of the Lakewood Center Companion Loans or property advances in respect of the Lakewood Center Loan Combination
pursuant to the related Other Pooling and Servicing Agreement pursuant to the related Other Pooling and Servicing Agreement.


“Lakewood
Center Subordinate Companion Loans”: As defined in the Preliminary Statement.


“Late
Collections”: With respect to any Mortgage Loan or Serviced Loan Combination, all amounts received thereon during any
Collection Period (or the related grace






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period),
whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments
or collections of principal or interest due in respect of such Mortgage Loan or Serviced Loan Combination (without regard to any
acceleration of amounts due thereunder by reason of default) on a Due Date in a previous Collection Period and not previously
recovered. With respect to any REO Loan, all amounts received in connection with the related REO Property during any Collection
Period (including any grace period applicable under the original Mortgage Loan or Serviced Loan Combination), whether as Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Proceeds or otherwise, which represent late collections of principal
or interest due or deemed due in respect of such REO Loan or the predecessor Mortgage Loan or Serviced Loan Combination (without
regard to any acceleration of amounts due under the predecessor Mortgage Loan or Serviced Loan Combination by reason of default)
on a Due Date in a previous Collection Period and not previously recovered. The term “Late Collections” shall specifically
exclude Penalty Charges.


“LCFH”:
Ladder Capital Finance Holdings LLLP, and its successors in interest.


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee in connection with the liquidation of any Mortgage
Loan or Serviced Loan Combination or the liquidation of a Serviced REO Property or the sale of any Mortgage Loan or Serviced Loan
Combination pursuant to Section 3.16 or Section 9.01 of this Agreement (including, without limitation, legal fees and
expenses, committee or referee fees, and, if applicable, brokerage commissions, and conveyance taxes).


“Liquidation
Fee”: A fee payable to the Special Servicer (i) with respect to each Specially Serviced Loan or Serviced REO Loan, (ii)
with respect to each Mortgage Loan repurchased by a Mortgage Loan Seller (except as specified in the following paragraph) or (iii)
with respect to each Defaulted Mortgage Loan that is a Non-Serviced Mortgage Loan sold by the Special Servicer in accordance with
the second proviso in Section 3.16(b) of this Agreement; provided, however, for clarification, should such
Non-Serviced Mortgage Loan be sold by the Other Special Servicer, then the Liquidation Fee shall be paid to such Other Special
Servicer, in each case as to which the Special Servicer obtains a full, partial or discounted payoff from the related Borrower,
a loan purchaser or Mortgage Loan Seller, as applicable, or any Liquidation Proceeds with respect thereto (in any case, other
than amounts for which a Workout Fee has been paid, or will be payable), equal to:


(a)          the
lesser of:


(i)          the
product of 1.0% and the proceeds of such full, partial or discounted payoff or the Net Liquidation Proceeds related to such liquidated
or repurchased Mortgage Loan or Specially Serviced Loan, as the case may be, in each case exclusive of any portion of such payoff
or Net Liquidation Proceeds that represents Penalty Charges;


(ii)         $1,000,000;
and


(iii)        any
applicable cap pursuant to Section 3.12(c) of this Agreement;


 



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(b)          with
respect to any particular liquidation (or partial liquidation), as reduced by the amount of any and all related Offsetting Modification
Fees received by the Special Servicer as additional servicing compensation relating to such Specially Serviced Loan, Serviced
REO Loan or Mortgage Loan;


provided
that if a Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan only because of an event described
in clause (a) of the definition of “Specially Serviced Loan” and the related Liquidation Proceeds are received
within 3 months following the related maturity date as a result of the related Mortgage 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 Borrower and retain (x) a liquidation fee, (y) such other fees as are provided for in the
related Loan Documents and (z) other appropriate fees in connection with such liquidation.


No
Liquidation Fee shall be payable:


(a)          with
respect to clause (v) of the definition of Liquidation Proceeds;


(b)          with
respect to any existing mezzanine indebtedness or any mezzanine indebtedness that may exist on a future date, in connection with
the purchase of the related Mortgage Loan by a mezzanine lender if the purchase of the Mortgage Loan occurred within 90 days after
the first time that such holder’s option to purchase such Mortgage Loan becomes exercisable; provided that even if
the purchase occurs before such expiration the Liquidation Fee shall be payable to the extent paid by, and collected from, the
related Borrower or the related mezzanine lender;


(c)          in
the case of a repurchase or replacement of a Mortgage Loan (other than an REO Loan) by the applicable Mortgage Loan Seller pursuant
to the related Mortgage Loan Purchase Agreement, if the applicable Mortgage Loan Seller repurchases or replaces such Mortgage
Loan within the Initial Resolution Period (and giving effect to any applicable Resolution Extension Period);


(d)          with
respect to any Serviced Companion Loan that is the subject of an Other Securitization, to the Special Servicer under this Agreement
in connection with (A) a repurchase or replacement of such Serviced Companion Loan by the applicable Mortgage Loan Seller due
to a breach of a representation or warranty or a document defect under the related mortgage loan purchase agreement related to
the Other Pooling and Servicing Agreement prior to the expiration of the cure period (including any applicable extension thereof)
set forth therein, or (B) a purchase of the Serviced Companion Loan pursuant to a clean-up call or similar liquidation under the
related Other Pooling and Servicing Agreement;


(e)          in
connection with the purchase of any Defaulted Mortgage Loan by the Special Servicer or any Affiliate thereof if such purchase
occurred within 90 days after the transfer of the Defaulted Mortgage Loan to special servicing;






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(f)         in
connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value
Payment within the Initial Resolution Period (and giving effect to any applicable extension period beyond the end of the Initial
Resolution Period set forth in Section 2.03(e) of this Agreement); and


(g)         if
a Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan only because of an event described in clause (a)
of the definition of “Specially Serviced Loan” and the related Liquidation Proceeds are received within three (3)
months following the related maturity date as a result of the related Mortgage Loan or Serviced Loan Combination being refinanced
or otherwise repaid in full (provided that the Special Servicer may collect from the related borrower and retain (x) a liquidation
fee, (y) such other fees as are provided for in the related Loan Documents and (z) other appropriate fees in connection with such
liquidation).


“Liquidation
Proceeds”: Cash amounts (other than Insurance Proceeds and Condemnation Proceeds and REO Proceeds) received by or
paid to the Master Servicer or the Special Servicer in connection with: (i) the liquidation of a Mortgaged Property or
other collateral constituting security for a Defaulted Mortgage Loan, through trustee’s sale, foreclosure sale,
disposition of REO Property or otherwise, exclusive of any portion thereof required to be released to the related Borrower in
accordance with applicable law and the terms and conditions of the related Note and Mortgage; (ii) the realization upon
any deficiency judgment obtained against a Borrower; (iii) the sale of a Defaulted Mortgage Loan; (iv) the
repurchase of a Mortgage Loan (or related REO Loan) by the applicable Mortgage Loan Seller pursuant to the related Mortgage
Loan Purchase Agreement; (v) the purchase of all the Mortgage Loans and all property acquired in respect of any Mortgage
Loan by the Sole Certificateholder, the Certificateholder owning a majority of the Percentage Interests in the Controlling
Class, the Special Servicer or the Master Servicer pursuant to Section 9.01 of this Agreement; (vi) with respect to
any existing mezzanine indebtedness or any mezzanine indebtedness that may exist on a future date, the purchase of the
related Mortgage Loan by a mezzanine lender; (vii) in the case of a Mortgage Loan that is part of a Loan Combination,
the purchase of such Mortgage Loan by a related Companion Loan Noteholder, or the applicable designee, as applicable,
pursuant to the related Intercreditor Agreement; or (viii) the transfer of any Loss of Value Payments from the Loss of
Value Reserve Fund to the Collection Account in accordance with Section 3.06(e) of this Agreement (provided that,
for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with
such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation
Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the
applicable Mortgage Loan Seller). With respect to the Mortgaged Property or Mortgaged Properties securing any
Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of such amounts payable to the holder of the
related Non-Serviced Mortgage Loan will be included in Liquidation Proceeds.


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






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“Loan
Combination”: Each of the Lakewood Center Loan Combination, the Eden Roc Loan Combination, the Heartland Industrial
Portfolio Loan Combination, the 40 Wall Street Loan Combination and the La Gran Plaza Loan Combination.


“Loan
Documents”: With respect to any Mortgage Loan or Serviced Loan Combination, the documents executed or delivered in connection
with the origination or any subsequent modification of such Mortgage Loan or Serviced Loan Combination or subsequently added to
the related Mortgage File.


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


“Loan-Specific
Directing Holder”: With respect to a Serviced Loan Combination, the “Controlling Holder”, the “Directing
Holder”, “Directing Lender” or any analogous concept set forth under the related Intercreditor Agreement. Prior
to the Heartland Industrial Portfolio Passu Note A-1 Securitization Date, the “Directing Holder” under the related
Intercreditor Agreement with respect to the Heartland Industrial Portfolio Loan Combination will be a Loan-Specific Directing
Holder. On and after the Heartland Industrial Portfolio Passu Note A-1 Securitization Date, there will be no Loan-Specific Directing
Holder under this Agreement with respect to the Heartland Industrial Portfolio Loan Combination. Prior to the 40 Wall Street Pari
Passu Note A-1 Securitization Date, the “Directing Holder” under the related Intercreditor Agreement with respect
to the 40 Wall Street Loan Combination will be a Loan-Specific Directing Holder. On and after the 40 Wall Street Pari Passu Note
A-1 Securitization Date, there will be no Loan-Specific Directing Holder under this Agreement with respect to the 40 Wall Street
Loan Combination.


“Lock-Box
Account”: With respect to any Mortgaged Property, if applicable, any account created pursuant to the related Loan Documents
to receive revenues therefrom. Any Lock-Box Account shall be beneficially owned for federal income tax purposes by the Person
who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the related
Mortgage Loan or Serviced Loan Combination and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment
income or gain thereon. The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash
Collateral Accounts in accordance with the terms of the related Mortgage Loan or Serviced Loan Combination.


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


“Loss
of Value Payment”: As defined in Section 2.03(e) of this Agreement.


“Loss
of Value Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h))
designated as such pursuant to Section 3.05(d) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust
Fund but not part of the Grantor Trust or either Trust REMIC.






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“Lower-Tier
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “Wells Fargo Bank,
National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for
the benefit of the Holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Lower-Tier
Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Lower-Tier Distribution
Account shall be an asset of the Lower-Tier REMIC.


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


“Lower-Tier
Principal Balance”: With respect to any Class of Lower-Tier Regular Interest, initially will equal the original principal
balance set forth in the Preliminary Statement herein, and from time to time will equal such amount reduced by the amount of distributions
of the Lower-Tier Distribution Amount allocable to principal and Realized Losses allocable thereto in all prior periods as described
in Section 4.01(e) of this Agreement, such that at all times the Lower-Tier Principal Balance of a Lower-Tier
Regular Interest shall equal the Certificate Balance of the Corresponding Certificates.


“Lower-Tier
Regular Interests”: The Class LA-1 Interest, the Class LA-2 Interest, the Class LA-3 Interest, the Class LA-SB
Interest, the Class LA-4 Interest, the Class LA-5 Interest, the Class LA-M Interest, the Class LB Interest, the Class
LC Interest, the Class LD Interest, the Class LE Interest, the Class LF Interest, the Class LG Interest and the Class LH Interest
issued by the Lower-Tier REMIC and held by the Trustee as assets of the Upper-Tier REMIC. Each Lower-Tier Regular Interest (i) is
designated as a “regular interest” in the Lower-Tier REMIC, (ii) relates to its Corresponding Certificates and
Corresponding Class X Component, (iii) is uncertificated, (iv) has an initial Lower-Tier Principal Balance as set forth
in the Preliminary Statement herein, (v) has a Pass-Through Rate equal to the Weighted Average Net Mortgage Pass-Through
Rate, (vi) has a “latest possible maturity date,” within the meaning of Treasury Regulations Section 1.860G-1(a),
that is the Rated Final Distribution Date and (vii) is entitled to the distributions in the amounts and at the times specified
in Section 4.01(c) of this Agreement.


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans (exclusive of Excess Interest),
collections thereon, the Trust’s interest in any REO Property acquired in respect thereof, amounts related thereto held
from time to time in the Collection Account and the Lower-Tier Distribution Account, the REO Account (to the extent of the Trust
Fund’s interest therein), related amounts in the Interest Reserve Account, amounts held from time to time and the Excess
Liquidation Proceeds Account (to the extent of the Trust Fund’s interest therein) in respect thereof and all other property
included in the Trust Fund (other than the Loss-of-Value Reserve Fund) that is not in the Upper-Tier REMIC or the Grantor Trust.


“MAI”:
Member of the Appraisal Institute.






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“Major
Decision”: 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 such of the Mortgage Loans or Serviced Loan Combinations as come into and continue in default;


(b)          any
modification, consent to a modification or waiver of a monetary term (other than late payment charges or Default Interest) or
material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs but excluding
late payment charges or Default Interest) of a Mortgage Loan or Serviced Loan Combination or any extension of the Maturity Date
of any Mortgage Loan or Serviced Loan Combination;


(c)          any
sale of a Defaulted Mortgage Loan (that is not a Non-Serviced Mortgage Loan) or an REO Property (in each case, other than in connection
with the termination of the Trust Fund) or a Defaulted Mortgage Loan that is a Non-Serviced Mortgage Loan that the Special Servicer
is permitted to sell in accordance with the proviso in Section 3.16(b) of this Agreement, in each case for less than the applicable
Repurchase Price;


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


(e)         any
release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Loan Combination,
or any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings, or if otherwise
as required pursuant to the specific terms of the related Mortgage Loan or Serviced Loan Combination and for which there is no
material lender discretion;


(f)           any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or Serviced
Loan Combination, if lender consent is required, or any consent to such waiver or consent to a transfer of the Mortgaged Property
or interests in the Borrower or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt
as may be effected without the consent of the lender under the related loan agreement or related to an immaterial easement, right
of way or similar encumbrance;


(g)          any
property management company changes for which the lender is required to consent or approve under the Loan Documents (with respect
to a Mortgage Loan or Serviced Loan Combination with a Stated Principal Balance greater than $2,500,000) or franchise changes
for which the lender is required to consent or approve under the Loan Documents (with respect to any Mortgage Loan or Serviced
Loan Combination);


(h)          releases
of any escrows, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves other
than those required pursuant to the






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specific
terms of the related Mortgage Loan or Serviced Loan Combination and for which there is no material lender discretion (and other
than those that are Special Servicer Decisions);


(i)           any
acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Borrower or guarantor releasing
a Borrower or guarantor from liability under a Mortgage Loan or Serviced Loan Combination other than pursuant to the specific
terms of such Mortgage Loan or Serviced Loan Combination and for which there is no lender discretion;


(j)           any
determination of an Acceptable Insurance Default;


(k)          the
determination of the Special Servicer pursuant to clause (c) or clause (g) of the definition of “Specially
Serviced Loan”;


(l)           any
acceleration of a Mortgage Loan or Serviced Loan Combination following a default or an event of default or any initiation of judicial,
bankruptcy or similar proceedings under the related Loan Documents or with respect to the related mortgagor or Mortgaged Property;


(m)         any
consent to incurrence of additional debt by a Borrower or mezzanine debt by a direct or indirect parent of a Borrower, to the
extent consent of the lender is required under the related Loan Documents;


(n)          any
proposed modification or waiver of a material provision in the Loan Documents governing the type, nature or amount of insurance
coverage required to be obtained and maintained by the related Borrower; and


(o)         any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty
proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged
Property.


 


For
the avoidance of doubt, the Master Servicer and the Special Servicer (each in such capacity) shall not make or be obligated to
make any Major Decisions with respect to any Non-Serviced Mortgage Loans and the Controlling Class Representative shall have
no consent rights regarding Major Decisions with respect to any Non-Serviced Mortgage Loans, Servicing Shift Mortgage Loan and
Excluded Mortgage Loans under this Agreement other than effectuating and consenting to the sale of a Defaulted Mortgage Loan that
is a Non-Serviced Mortgage Loan as set forth in clause (c) of the definition of “Major Decision” above.


With
respect to any Serviced Loan Combination, for so long as the holder of the related Serviced Companion Loan is the “Controlling
Holder”, the “Directing Holder”, “Directing Lender” or any analogous concept under the related Intercreditor
Agreement, then with respect to such Serviced Loan Combination, the term “Major Decision” shall mean “Major
Decision”, “Major Action” or any analogous concept under the related Intercreditor Agreement.



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“Majority
Controlling Class Certificateholders”: More than 50% of the Controlling Class Certificateholder(s), by Certificate Balance,
as determined by the Certificate Registrar from time to time.


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


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


“Master
Servicer”: Wells Fargo Bank, National Association, a national banking association, or its successor in interest, or
any successor master servicer appointed as provided herein.


“Master
Servicer Prepayment Interest Shortfall Amount”: As defined in Section 3.17(c) of this Agreement.


“Master
Servicer Termination Event”: As defined in Section 7.01(a) of this Agreement.


“Master
Servicer’s Website”: The internet website maintained by the Master Servicer; initially located at “www.wellsfargo.com/com/comintro”.


“Master
Servicing Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount per Interest Accrual Period
equal to the product of (i) the respective Master Servicing Fee Rate (adjusted to a monthly rate) and (ii) the Stated
Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period (without giving effect
to payments of principal on such Mortgage Loan on such Due Date). For the avoidance of doubt, with respect to any Subordinate
Companion Loan, no Master Servicing Fee shall accrue or be payable on the principal balance thereof.


“Master
Servicing Fee Rate”: With respect to each Mortgage Loan, the rate per annum set forth on Exhibit B
to this Agreement.


“Material
Breach”: As defined in Section 2.03(e) of this Agreement.


“Material
Defect”: As defined in Section 2.03(e) of this Agreement.


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


“Modification
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan, any and
all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, restructures, extends,






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amends
or waives any term of the related Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special
Servicer (other than all Assumption Fees, consent fees, assumption application fees, defeasance fees and fees similar to the foregoing).
For the avoidance of doubt, Special Servicing Fees, Workout Fees and Liquidation Fees due to the Special Servicer in connection
with a modification, restructure, extension, waiver or amendment shall not be considered Modification Fees. For each modification,
restructure, extension, waiver or amendment in connection with working out of a Specially Serviced Loan, the Modification Fees
collected from the related Borrower shall be subject to a cap of 1.0% of the outstanding principal
balance of such Mortgage Loan or Serviced Companion Loan 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 shall exist in connection with the amount of Modification Fees which may be collected from the related Borrower
with respect to any Specially Serviced Loan or REO Loan.


“Modified
Mortgage Loan”: Any Specially Serviced Loan which has been modified by the Special Servicer pursuant to Section 3.26
of this Agreement in a manner that:


(a)          reduces
or delays the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current
Monthly Payments with respect to such Mortgage Loan or Serviced Companion Loan), including any reduction in the Monthly Payment;


(b)          except
as expressly contemplated by the related Mortgage, results in a release of the lien of the Mortgage on any material portion of
the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as
is), as determined by an Appraisal delivered to the Special Servicer (at the expense of the related Borrower and upon which the
Special Servicer may conclusively rely), of the property to be released; or


(c)          in
the reasonable good faith judgment of the Special Servicer, otherwise materially impairs the value of the security for such Mortgage
Loan or the Serviced Companion Loan or reduces the likelihood of timely payment of amounts due thereon.


“Monthly
Payment”: With respect to any Mortgage Loan or Serviced Companion Loan (other than any REO Loan) and any Due Date, the
scheduled monthly payment of principal, if any, and interest at the Mortgage Rate, excluding any Balloon Payment (but not excluding
any constant Monthly Payment due on a Balloon Loan), which is payable by the related Borrower on such Due Date under the related
Note. The Monthly Payment with respect to an REO Loan is the monthly payment that would otherwise have been payable on the related
Due Date had the related Note not been discharged, determined as set forth in the preceding sentence and on the assumption that
all other amounts, if any, due thereunder are paid when due.


“Moody’s”:
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.






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“Morningstar”:
Morningstar Credit Ratings, LLC, or any 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”:
The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property
securing a Note.


“Mortgage
File”: With respect to any Mortgage Loan or Serviced Companion Loan, collectively, the mortgage documents listed in
Section 2.01(a)(i) through Section 2.01(a)(xx) of this Agreement pertaining to such particular Mortgage Loan or Serviced
Companion Loan and any additional documents required to be added to such Mortgage File pursuant to the express provisions of this
Agreement; provided that whenever the term “Mortgage File” is used to refer to documents actually received by the
Depositor, the Trustee or the Custodian, such term shall not be deemed to include such documents and instruments required to be
included therein unless they are actually so received.


“Mortgage
Loan”: Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 of this Agreement
and from time to time held in the Trust Fund. The Mortgage Loans originally so transferred, assigned and held are identified on
the Mortgage Loan Schedule as of the Closing Date. Such term shall include any REO Loan, Specially Serviced Loan or any Mortgage
Loan that has been defeased in whole or in part. Such term shall not include the Serviced Companion Loans or Non-Serviced Companion
Loans but shall include Non-Serviced Mortgage Loans. In addition, a Mortgage Loan that is part of a Serviced Loan Combination
is also referred to as a “Serviced Mortgage Loan”.


“Mortgage
Loan Purchase Agreements”: Each of the GACC Purchase Agreement, the CCRE Purchase Agreement, the Ladder Purchase Agreement
and the Pillar Purchase Agreement.


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


(a)          the
Loan Number;


(b)          the
Mortgage Loan name;


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


(d)          the
Mortgage Rate in effect as of the Cut-off Date;


(e)          the
original principal balance;


(f)         the
Stated Principal Balance as of the Cut-off Date;


 



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(g)         the
Maturity Date or Anticipated Repayment Date for each Mortgage Loan;


(h)         the
Due Date;


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


(j)          the
Servicing Fee Rate;


(k)         whether
the Mortgage Loan is an Actual/360 Mortgage Loan;


(l)         
whether any letter of credit is held by the lender as a beneficiary or is assigned as security for such Mortgage
Loan;


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


(n)        
whether the Mortgage Loan is part of a Loan Combination;


(o)         whether
the Mortgage Loan is secured in any part by a leasehold interest; and


(p)         whether
the Mortgage Loan has any related mezzanine debt or other subordinate debt.


Such
list may be in the form of more than one list, collectively setting forth all of the information required. A comparable list shall
be prepared with respect to each Serviced Companion Loan.


“Mortgage
Loan Seller Sub-Servicer”: A Servicing Function Participant or Sub-Servicer required to be retained by the Master Servicer
by a Mortgage Loan Seller, as listed on Exhibit T to this Agreement, or any successor thereto.


“Mortgage
Loan Sellers”: Each of GACC, CCRE, Ladder and Pillar.


“Mortgage
Pool”: All of the Mortgage Loans and any successor REO Loans, collectively. The Mortgage Pool does not include the Companion
Loans or any related REO Loans.


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


“Mortgage
Rate”: With respect to each Mortgage Loan or the Serviced Companion Loan, as applicable, and any Interest Accrual Period,
the annual rate at which interest accrues on such Mortgage Loan or Serviced Companion Loan, as applicable, during such






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period
(in the absence of a default), as set forth in the related Note from time to time, without giving effect to any Default Rate or
any Excess Interest.


“Net
Condemnation Proceeds”: Condemnation Proceeds, to the extent such proceeds are not to be applied to the restoration,
preservation or repair of the related Mortgaged Property or released to the Borrower in accordance with the express requirements
of the Loan Documents or other documents included in the Mortgage File or in accordance with the Servicing Standard.


“Net
Default Interest”: With respect to any Distribution Date, an amount equal to the sum of (i) the amount of the aggregate
collected Default Interest allocable to the Mortgage Loans received during the preceding Collection Period, minus (ii) any
portions thereof withdrawn from (A) the Collection Account pursuant to Section 3.06(a)(ix) of this Agreement for Advance
Interest Amounts and unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Liquidation Fees and Workout
Fees) incurred on the related Mortgage Loan during or prior to such Collection Period and (B) each Serviced Loan Combination
Collection Account pursuant to Section 3.06(b)(ix) for Advance Interest Amounts and unreimbursed Additional Trust Fund Expenses
incurred on the related Serviced Loan Combination during or prior to such Collection Period.


“Net
Insurance Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the
related Mortgaged Property or released to the Borrower in accordance with the express requirements of the Loan Documents or other
documents included in the Mortgage File or in accordance with prudent and customary servicing practices.


“Net
Liquidation Proceeds”: The Liquidation Proceeds received with respect to any Mortgage Loan or Serviced Loan Combination
net of the amount of (i) Liquidation Expenses incurred with respect thereto and (ii) with respect to proceeds received
in connection with the taking of a Mortgaged Property (or portion thereof) by the power of eminent domain in condemnation, amounts
required to be applied to the restoration or repair of the related Mortgaged Property.


“Net
Mortgage Pass-Through Rate”: With respect to any Mortgage Loan or Serviced Companion Loan and any Distribution Date,
the per annum rate equal to the Mortgage Rate for such Mortgage Loan or Serviced Companion Loan for the related Interest
Accrual Period, minus, for any such Mortgage Loan or Serviced Companion Loan, the aggregate of the applicable Servicing Fee Rate,
Trustee/Certificate Administrator Fee Rate, Operating Advisor Fee Rate, CREFC® License Fee Rate, the fee rate paid
to the Sub-Servicer, if any, with respect to any Non-Serviced Mortgage Loan, and the related Pari Passu Loan Primary Servicing
Fee Rate. The “Net Mortgage Pass-Through Rate” for purposes of calculating the Weighted Average Net Mortgage Pass-Through
Rate shall be the Net Mortgage Pass-Through Rate of such Mortgage Loan without taking
into account any modification, waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master
Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Borrower
or otherwise. The Net Mortgage Pass-Through Rate shall not be reduced by any Operating Advisor Fee Rate following the Operating
Advisor’s resignation pursuant to Section 6.04(e) or the termination of the Operating Advisor pursuant to Section 7.07(e).






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Notwithstanding
the foregoing, if any such Mortgage Loan or Serviced Companion Loan does not accrue interest on the basis of a 360-day year consisting
of twelve 30-day months, then the Net Mortgage Pass-Through Rate of such Mortgage Loan or Serviced Companion Loan for any Interest
Accrual Period will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan or Serviced
Companion Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest
actually accrued in respect of such Mortgage Loan or Serviced Companion Loan at the related Net Mortgage Pass-Through Rate during
such Interest Accrual Period; provided, that with respect to each such Mortgage Loan, the Net Mortgage Pass-Through Rate
for the one-month period (i) preceding the Distribution Dates in (a) January and February in each year that is
not a leap year or (b) February only in each year that is a leap year (in either case, unless the related Distribution
Date is the final Distribution Date), shall be determined net of any Withheld Amounts from that month and (ii) preceding
the Due Date in March (or February if the related Distribution Date is the final Distribution Date) (commencing in 2016),
shall be determined inclusive of the Withheld Amounts, if applicable, from the immediately preceding February, and, if applicable,
January.


“Net
Prepayment Interest Excess”: The excess amount, if any, that the aggregate of all Prepayment Interest Excess for all
Mortgage Loans (other than the Non-Serviced Mortgage Loans) or Serviced Companion Loans that the Master Servicer is servicing
exceeds the aggregate of all Master Servicer Prepayment Interest Shortfall Amounts for such Mortgage Loans (other than the Non-Serviced
Mortgage Loans) or Serviced Companion Loans as of any related Distribution Date.


“Net
REO Proceeds”: With respect to each Serviced REO Property, REO Proceeds with respect to such REO Property net of any
insurance premiums, taxes, assessments and other costs and expenses permitted to be paid therefrom pursuant to Section 3.15(b)
of this Agreement.


“New
Lease”: Any lease of a Serviced REO Property entered into on behalf of the Lower-Tier REMIC if such Trust REMIC
has the right to renegotiate the terms of such lease, including any lease renewed or extended on behalf of such Trust REMIC.


“No
Downgrade Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each
applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates if then rated by
the Rating Agency; provided that a written waiver or other acknowledgment from any Rating Agency indicating its decision
not to review the matter for which the No Downgrade Confirmation is sought shall be deemed to satisfy the requirement for the
No Downgrade Confirmation from such Rating Agency with respect to such matter. At any time during which no Certificates are rated
by a Rating Agency, no No Downgrade Confirmation shall be required from that Rating Agency. With respect to any matter affecting
any Serviced Pari Passu Companion Loan (or successor REO Loan) as to which any Companion Loan Securities exist, any reference
herein to “No Downgrade Confirmation” shall also refer to a confirmation from the nationally recognized statistical
rating organizations then rating the securities representing an interest in such loan regarding such rating organizations’
respective ratings of such securities.






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“Non-Directing
Holder”: With respect to any Companion Loan, the “Non-Directing Holder”, “Non-Controlling Note Holder”
or any analogous concept under the related Intercreditor Agreement. The Controlling Class Representative shall be a Non-Directing
Holder with respect to the Lakewood Center Loan Combination, the Heartland Industrial Portfolio Loan Combination and the 40 Wall
Street Loan Combination.


“Non-Reduced
Certificates”: As of any date of determination, any Class of Sequential Pay Certificates then outstanding for which
(a)(1) the initial Certificate Balance of such Class of Certificates minus (2) the sum (without duplication) of (x) the aggregate
payments of principal (whether as principal prepayments or otherwise) distributed to the Holders of such Class of Certificates
as of such date of determination, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates as of such
date of determination and (z) any Realized Losses previously allocated to such Class of Certificates as of such date of determination,
is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Balance of such Class of Certificates
less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders
of that Class of Certificates as of such date of determination.


“Non-Serviced
Companion Loan”: With respect to any Non-Serviced Loan Combination, any related mortgage loan not included in the Trust
Fund that is serviced under another agreement and that is generally (a) payable on a pari passu basis with the related
Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement or (b) subordinated in right
of payment to the related Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement.
The Lakewood Center Companion Loans, on and after the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date,
the Heartland Industrial Portfolio Companion Loans, and, on and after the 40 Wall Street Pari Passu Note A-1 Securitization Date,
the 40 Wall Street Companion Loans, are the Non-Serviced Companion Loans related to the Trust.


“Non-Serviced
Loan Combinations”: Any mortgage loan that is not serviced under this Agreement that is divided into one or more notes,
which includes a Mortgage Loan included in the Trust but serviced under another agreement and one or more mortgage notes
not included in the Trust and serviced under another agreement. References herein to a Non-Serviced Loan Combination shall
be construed to refer to the aggregate indebtedness under the related notes. The Lakewood Center Loan Combination, on and after
the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date, the Heartland Industrial Portfolio Loan Combination,
and, on and after the 40 Wall Street Pari Passu Note A-1 Securitization Date, the 40 Wall Street Loan Combination, are the Non-Serviced
Loan Combinations related to the Trust.


“Non-Serviced
Mortgage Loans”: With respect to any Non-Serviced Loan Combination, a Mortgage Loan included in the Trust but serviced
under another agreement. The Lakewood Center Mortgage Loan, on and after the Heartland Industrial Portfolio Pari Passu Note A-1
Securitization Date, the Heartland Industrial Portfolio Mortgage Loan and, on and after the 40 Wall Street Pari Passu Note A-1
Securitization Date, the 40 Wall Street Mortgage Loan, are the Non-Serviced Mortgage Loans included in the Trust.






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“Non-Serviced
Mortgage Loan Service Providers”: (a) With respect to the Lakewood Center Loan Combination, the Lakewood Center Service
Providers, (b) with respect to the Heartland Industrial Portfolio Loan Combination, on and after the Heartland Industrial Portfolio
Pari Passu Note A-1 Securitization Date, the Heartland Industrial Portfolio Service Providers, and (c) with respect to the 40
Wall Street Loan Combination, on and after the 40 Wall Street Pari Passu Note A-1 Securitization Date, the 40 Wall Street Service
Providers.


“Non-Serviced
Pari Passu Companion Loans”: With respect to any Non-Serviced Loan Combination, any related mortgage note not included
in the Trust that is not serviced under this Agreement and that is generally payable on a pari passu basis with a Non-Serviced
Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. The Lakewood Center Pari Passu
Companion Loan, on and after the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date, the Heartland Industrial
Portfolio Pari Passu Companion Loans and, on and after the 40 Wall Street Pari Passu Note A-1 Securitization Date, the 40 Wall
Street Pari Passu Companion Loans are the Non-Serviced Pari Passu Companion Loans related to the Trust.


“Non-Serviced
Subordinate Companion Loan”: With respect to any Non-Serviced Loan Combination, any related subordinated mortgage note
not included in the Trust that is not serviced under this Agreement and that is generally subordinated in right of payment to
the related Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. As of the Closing
Date, the Lakewood Center Subordinate Companion Loans are the only Non-Serviced Subordinate Companion Loans related to the Trust.


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


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance, Nonrecoverable Property Advance or Nonrecoverable Workout-Delayed Reimbursement
Amounts.


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Loan
which, in the reasonable judgment of the Master Servicer, the Special Servicer, in each case in accordance with the Servicing
Standard and Sections 4.07(c) and 4.07(e), or the Trustee, as applicable, would not be ultimately recoverable, together with any
accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other
collections on or in respect of the related Mortgage Loan or REO Loan, which shall be evidenced by an Officer’s Certificate
as provided by Section 4.07(c) of this Agreement.


“Nonrecoverable
Property Advance”: Any Property Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or a Serviced Loan Combination or any Serviced REO Property that, in the reasonable judgment
of the Master Servicer, the Special Servicer, in each case in accordance with the Servicing Standard and Section 3.21(d)
of this Agreement, or the Trustee, as applicable, would not be ultimately recoverable, together with any accrued and unpaid interest
thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect
of the related Mortgage Loan, Serviced Loan Combination or Serviced REO Loan, which shall be evidenced by an officer certificate
as provided by Section 3.21(d) of this Agreement. The determination as to the recoverability of any property






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advance
previously made or proposed to be made in respect of any Non-Serviced Loan Combination (or related REO Property) shall be made
by the applicable servicer under, and in accordance with the terms of, the related Other Pooling and Servicing Agreement. Any
such determination made by any such party shall be conclusive and binding on the Certificateholders and may, in all cases, be
conclusively relied upon by the Master Servicer, the Special Servicer and the Trustee, as applicable.


“Nonrecoverable
Workout-Delayed Reimbursement Amounts”: Any Workout-Delayed Reimbursement Amounts when the Person making such determination
in accordance with the procedures specified for Nonrecoverable Property Advances or Nonrecoverable P&I Advances, as applicable,
and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed
Reimbursement Amounts, would not ultimately be recoverable from late payments or any other recovery on or in respect of the related
Mortgage Loan, Serviced Loan Combination or REO Loans or (b) has determined that such Workout-Delayed Reimbursement Amounts
would not ultimately be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, out
of the principal portion of future collections on all of the Mortgage Loans and REO Properties and from general principal collections
in the Collection Account.


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


“Notice
of Termination”: Any of the notices given to the Trustee, the Certificate Administrator and the Master Servicer by the
Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master Servicer
pursuant to Section 9.01(c) of this Agreement.


“Notional
Amount” or “Notional Balance”: As of any date of determination: (i) with respect to each of
the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E and Class X-F Certificates as a Class, the related
Class X Notional Amount as of such date of determination and (ii) with respect to any Class X Certificate, the
product of the Percentage Interest evidenced by such Certificate and the related Class X Notional Amount as of such date
of determination.


“NRSRO”:
Any nationally recognized statistical ratings organization.


“NRSRO
Certification”: A certification (a) executed by a NRSRO in favor of the 17g-5 Information Provider substantially in
the form attached hereto as Exhibit V or (b) provided electronically and executed by an NRSRO by means of a “click-through”
confirmation on the 17g-5 Information Provider’s Website.


“Officer’s
Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a
Vice President (however denominated) and by the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries,
any Trust Officer or other officer of the Master Servicer, Special Servicer, Additional Servicer or






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Operating Advisor customarily
performing functions similar to those performed by any of the above designated officers, any Servicing Officer and also with respect
to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity
with the particular subject, or an authorized officer of the Depositor, and delivered to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer or the Master Servicer, as the case may be.


“Offsetting
Modification Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination
or Serviced REO Loan and with respect to any Workout Fee or Liquidation Fee payable by the Trust, any and all Modification Fees
collected by the Special Servicer as additional servicing compensation, but only to the extent that (1) such Modification Fees
were earned and collected by the Special Servicer (A) in connection with the workout or liquidation (including partial liquidation)
of a Specially Serviced Loan or Serviced REO Loan as to which the subject Workout Fee or Liquidation Fee became payable or (B) in
connection with any workout of a Specially Serviced Loan that closed within the prior 18 months (determined as of the closing
day of the workout or liquidation as to which the subject Workout Fee or Liquidation Fee became payable) and (2) such Modification
Fees were earned in connection with a modification, restructure, extension, waiver or amendment of such Mortgage Loan, Serviced
Loan Combination or Serviced REO Loan at a time when such Mortgage Loan, Serviced Loan Combination or Serviced REO Loan was a
Specially Serviced Loan.


“Operating
Advisor”: Park Bridge Lender Services LLC, a New York limited liability company, or its successor in interest, or any
successor Operating Advisor appointed as herein provided.


“Operating
Advisor Annual Report”: As defined in Section 3.31(d)(iv) of this Agreement.


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting rights equal to
$10,000 with respect to any Mortgage Loan or such lesser amount as the related Borrower agrees to pay, payable pursuant to Section 3.06
of this Agreement; provided, no such fee shall be payable unless paid by the related Borrower. The Operating Advisor may
in its sole discretion reduce the Operating 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 Operating Advisor Consulting Fee payable by the related
Borrower 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 Operating Advisor prior to any such waiver
or reduction. No Operating Advisor Consulting Fee shall be payable with respect to any Subordinate Companion Loan, any Non-Serviced
Loan Combination, or any Servicing Shift Loan Combination.


“Operating
Advisor Fee”: With respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift Mortgage
Loans) and Serviced Loan Combination (other than Servicing Shift Loan Combinations) and any Distribution Date, an amount per Interest
Accrual Period equal to the product of (i) the applicable Operating Advisor Fee Rate and (ii) the Stated Principal Balance
of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period (without giving effect to payments of
principal on such Mortgage   






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 Loan on such Due Date). Such fee shall be in addition to, and not in lieu of, any other fee or
other sum payable to the Operating Advisor under this Agreement. The Operating Advisor Fee shall be calculated in accordance with
the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable
from the Lower-Tier REMIC. For the avoidance of doubt, no Operating Advisor Fee shall accrue on the principal balance of, or be
payable with respect to, any Subordinate Companion Loan, any Non-Serviced Loan Combination or any Servicing Shift Mortgage Loan.
No Operating Advisor Fee shall accrue following the Operating Advisor’s resignation pursuant to Section 6.04(e) or
the termination of the Operating Advisor pursuant to Section 7.07(e).


“Operating
Advisor Fee Rate”: For each Interest Accrual Period, a per annum rate equal to, with respect to (i) each Mortgage
Loan (other than Non-Serviced Mortgage Loans, Servicing Shift Mortgage Loans, the Eden Roc Mortgage Loan and the La Gran Plaza
Mortgage Loan), 0.0019% per annum, (ii) with respect to the Eden Roc Mortgage Loan, 0.0040% per annum, and (iii) with respect
to the La Gran Plaza Mortgage Loan, 0.0096% per annum.


“Operating
Advisor Standard”: As defined in Section 3.31(b) of this Agreement.


“Operating
Advisor Termination Event”: As defined in Section 7.07(a) of this Agreement.


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


“Originator”:
Any of (i) the Mortgage Loan Sellers and (ii) with respect to any Mortgage Loan acquired by a Mortgage Loan Seller,
the originator of such Mortgage Loan.


“Other
17g-5 Information Provider”: The applicable other “17g-5 information provider” under an Other Pooling and
Servicing Agreement relating to a Serviced Companion Loan. The Depositor shall inform the other parties hereto of the name and
contact information for any Other 17g-5 Information Provider existing as of the Closing Date. The name and contact information
of any such Other 17g-5 Information Provider as of the Closing Date is set forth on Schedule VIII hereto. Each party hereto shall
be entitled to conclusively rely upon the information set forth on Schedule VIII until such party receives notice of any change
thereto.


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


“Other
Indemnified Parties”: As defined in Section 1.04 of this Agreement.






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“Other
Operating Advisor”: The applicable other “operating advisor” or “trust advisor” under an Other
Pooling and Servicing Agreement relating to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.


“Other
Pooling and Servicing Agreement”: A pooling and servicing agreement or other applicable servicing agreement
relating to a Serviced Companion Loan or a Non-Serviced Loan Combination, as applicable. As of the Closing Date, the Other
Pooling and Servicing Agreements related to the Trust are the DBWF 2015-LCM Trust and Servicing Agreement (with respect to
the Lakewood Center Companion Loans), the COMM 2015-LC21 Pooling and Servicing Agreement (with respect to the La Gran Plaza
Pari Passu Note A-2) and the COMM 2015-CCRE23 Pooling and Servicing Agreement (with respect to the La Gran Plaza Pari Passu
Note A-3). On and after the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date, the pooling and servicing
agreement related to the related Other Securitization will also be an Other Pooling and Servicing Agreement related to the
Trust. On and after the 40 Wall Street Pari Passu Note A-1 Securitization Date, the pooling and servicing agreement related
to the related Other Securitization will also be an Other Pooling and Servicing Agreement related to the Trust.


“Other
Securitization”: Any commercial mortgage securitization trust that holds a Serviced Companion Loan or Non-Serviced Companion
Loan or any successor REO Loan with respect thereto. As of the Closing Date, the Other Securitizations related to the Trust include
the DBWF 2015-LCM Mortgage Trust (with respect to the Lakewood Center Companion Loans), the COMM 2015-LC21 Mortgage Trust (with
respect to the La Gran Plaza Pari Passu Note A-2) and the COMM 2015-CCRE23 Mortgage Trust (with respect to the La Gran Plaza Pari
Passu Note A-3). On and after the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date, the related securitization
shall also be an Other Securitization. On and after the 40 Wall Street Pari Passu Note A-1 Securitization Date, the related securitization
shall also be an Other Securitization.


“Other
Servicer”: The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating
to a Serviced Companion Loan or a Non-Serviced Companion Loan, as applicable.


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


“Other
Trustee”: The applicable other “trustee” or, if applicable, the other “certificate administrator”
or, if applicable, the other “custodian” under an Other Pooling and Servicing Agreement relating to a Serviced Companion
Loan or a Non-Serviced Companion Loan, as applicable.


“Ownership
Interest”: Any record or beneficial interest in a Class R or Class LR Certificate.


“P&I
Advance”: As to any Mortgage Loan, any advance made by the Master Servicer or the Trustee pursuant to Section 4.07
of this Agreement. Each reference to the payment or reimbursement of a P&I Advance shall be deemed to include, whether or
not 






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specifically
referred to and without duplication, payment or reimbursement of interest thereon at the Advance Rate. Neither the Master Servicer
nor the Trustee will be required to make P&I Advances with respect to any delinquent payment amounts due on any Companion
Loan.


“P&I
Advance Determination Date”: With respect to any Distribution Date, the second Business Day prior to such Distribution
Date.


“Pari
Passu Loan Primary Servicing Fee Rate”: With respect to any Non-Serviced Mortgage Loan, the “primary
servicing fee rate” (as defined or set forth in the applicable Other Pooling and Servicing Agreement) and any other
applicable servicing fee rate (other than those payable to the applicable Other Special Servicer) applicable to such
Non-Serviced Mortgage Loan that constitutes a portion of the “servicing fee rate” applicable to the Other
Servicer under the applicable Other Pooling and Servicing Agreement. The Pari Passu Loan Primary Servicing Fee Rate for (A)
the Lakewood Center Mortgage Loan will be 0.0025%, (B) the Heartland Industrial Portfolio Mortgage Loan will be 0.0025% on
and after the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date and (C) the 40 Wall Street Mortgage Loan
will be such amount as is set forth in the 40 Wall Street Pooling and Servicing Agreement on and after the 40 Wall Street
Pari Passu Note A-1 Securitization Date.


“Pass-Through
Rate”: With respect to each Class of Certificates set forth below, the following rates:


	Class
		Pass-Through
                                         Rate

	Class A-1	 	Class A-1
    Pass-Through Rate
	Class A-2	 	Class A-2
    Pass-Through Rate
	Class A-SB	 	Class A-SB
    Pass-Through Rate
	Class A-3	 	Class A-3
    Pass-Through Rate
	Class A-4	 	Class A-4
    Pass-Through Rate
	Class A-5	 	Class A-5
    Pass-Through Rate
	Class A-M	 	Class A-M
    Pass-Through Rate
	Class X-A	 	Class X-A
    Pass-Through Rate
	Class X-B	 	Class X-B
    Pass-Through Rate
	Class X-C	 	Class X-C
    Pass-Through Rate
	Class X-D	 	Class X-D
    Pass-Through Rate
	Class X-E	 	Class X-E
    Pass-Through Rate
	Class X-F	 	Class X-F
    Pass-Through Rate
	Class B	 	Class B
    Pass-Through Rate
	Class C	 	Class C
    Pass-Through Rate
	Class D	 	Class D
    Pass-Through Rate
	Class E	 	Class E
    Pass-Through Rate
	Class F	 	Class F
    Pass-Through Rate
	Class G	 	Class G
    Pass-Through Rate
	Class H	 	Class H
    Pass-Through Rate


“Paying
Agent”: The paying agent appointed pursuant to Section 5.04 of this Agreement.


“PCAOB”:
The Public Company Accounting Oversight Board.






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“Penalty
Charges”: With respect to any Mortgage Loan or Serviced Companion Loan (or successor REO Loan), any amounts collected
thereon from the Borrower that represent default charges, penalty charges, late fees and/or Default Interest, and excluding any
Yield Maintenance Charge and any Excess Interest.


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


“Performance
Certification”: As defined in Section 10.08 of this Agreement.


“Performing
Loan”: A Mortgage Loan or Serviced Loan Combination that is not a Specially Serviced Loan or REO Loan.


“Performing
Party”: As defined in Section 10.14 of this Agreement.


“Permitted
Investments”: Any one or more of the following obligations or securities payable on demand or having a scheduled maturity
on or before the Business Day preceding the date upon which such funds are required to be drawn, regardless of whether issued
by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or any of their respective
Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency shall
have provided a No Downgrade Confirmation relating to the Certificates and Serviced Companion Loan Securities:


(A)     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 and
such obligations have a remaining term to maturity of one year or less;


(B)     repurchase
agreements on obligations specified in clause (A) of this definition, with a party agreeing to repurchase such obligations (1)
in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated at least in
the highest short term rating category by Moody’s and “F1” by Fitch, and the long term obligations of which
are rated at least “A2” by Moody’s and “A” by Fitch (or such lower rating as is the subject of a
No Downgrade Confirmation by the applicable Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities),
(2) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations
of which are rated at least in the highest short term rating category by Moody’s and “F1+” by Fitch, or the
long term obligations of which are rated at least “A2” by Moody’s and “AA-” by Fitch (or such lower
rating as is the subject of a No Downgrade Confirmation by the applicable Rating Agencies relating to the Certificates and any
Serviced Companion Loan Securities), (3) in the case of such investments with maturities of six months or less, but more than
 






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        three months, the short term obligations of which are rated at least in the highest short term rating category by Moody’s
and “F1+” by Fitch, and the long term obligations of which are rated at least “Aa3” by Moody’s and
“AA-” by Fitch (or such lower rating as is the subject of a No Downgrade Confirmation by the applicable Rating Agencies
relating to the Certificates and any Serviced Companion Loan Securities), and (4) in the case of such investments with maturities
of more than six months, the short term obligations of which are rated at least in the highest short term rating category by Moody’s
and “F1+” by Fitch, and the long term obligations of which are rated at least “Aaa” by Moody’s and
“AA-” by Fitch (or such lower rating as is the subject of a No Downgrade Confirmation by the applicable Rating Agencies
relating to the Certificates and any Serviced Companion Loan Securities);


(C)     federal
funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any
bank or trust company organized under the laws of the United States or any state thereof, (1) in the case of such investments
with maturities of 30 days or less, the short term obligations of which are rated at least in the highest short-term debt rating
category of Moody’s and “F1” by Fitch, or the long term obligations of which are rated at least “A2”
by Moody’s and “A” by Fitch (or such lower rating as is the subject of a No Downgrade Confirmation by the applicable
Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities), (2) in the case of such investments
with maturities of three months or less, but more than 30 days, the short term obligations of which are rated at least in the
highest short-term debt rating category of Moody’s and “F1+” by Fitch, or the long term obligations of which
are rated at “A2” by Moody’s and “AA-” by Fitch (or such lower rating as is the subject of a No
Downgrade Confirmation by the applicable Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities),
(3) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations
of which are rated at least in the highest short term rating category by Moody’s and “F1+” by Fitch, and the
long term obligations of which are rated at least “Aa3” by Moody’s and “AA-” by Fitch (or such lower
rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced
Companion Loan Securities), and (4) in the case of such investments with maturities of more than six months, the short term obligations
of which are rated at least in the highest short-term debt rating category of Moody’s and “F1+” by Fitch, and
the long term obligations of which are rated at least “Aaa” by Moody’s and “AA-” by Fitch (or such
lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and
any Serviced Companion Loan Securities);


(D)     commercial
paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated,
provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to
any withholding imposed by any non-United States jurisdiction) (1) in the case of such  






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investments with maturities of 30 days
or less, the short term obligations of which are rated at least in the highest short-term debt rating category of Moody’s
and “F1” by Fitch, and the long term obligations of which are rated at least “A2” by Moody’s and
“A” by Fitch (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies
relating to the Certificates and any Serviced Companion Loan Securities), (2) in the case of such investments with maturities
of three months or less, but more than 30 days, the short term obligations of which are rated at least in the highest short-term
debt rating category of Moody’s and “F1+” by Fitch, or the long term obligations of which are rated at “A2”
by Moody’s and “AA-” by Fitch (or such lower rating as is the subject of a No Downgrade Confirmation by each
of the Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities), (3) in the case of such investments
with maturities of six months or less, but more than three months, the short term obligations of which are rated at least in the
highest short-term debt rating category of Moody’s and “F1+” by Fitch, or the long term obligations of which
are rated at “Aa3” by Moody’s and “AA-” by Fitch (or such lower rating as is the subject of a No
Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities),
and (4) in the case of such investments with maturities of more than six months, the short term obligations of which are rated
at least in the highest short-term debt rating category of Moody’s and “F1+” by Fitch, or the long term obligations
of which are rated at “Aaa” by Moody’s and “AA-” by Fitch (provided, in the case of clauses (1),
(2), (3) and (4), investments of Escrow Payments in any Escrow Account must only be rated “P-1” by Moody’s)
(or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates
and any Serviced Companion Loan Securities);


(E)     units
of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset value
per share (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo Advantage
Heritage Money Market Fund) so long as any such fund is rated in the highest short term unsecured debt ratings category by each
of Moody’s and Fitch (or, if not rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs
(which may include any of the Rating Agencies) or otherwise acceptable to such Rating Agency, in any such case, as confirmed in
a No Downgrade Confirmation relating to the Certificates and any Serviced Companion Loan Securities), and (2) units of money market
funds that (a) have substantially all of its assets invested continuously in the types of investments referred to in clause (A)
above, (b) has net assets of not less than $5,000,000,000, and (c) has the highest rating obtainable for money market funds from
Moody’s and Fitch;


(F)     an
obligation or security 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 (B) – (E) above, and is the subject of a No Downgrade Confirmation relating to the Certificates
and any Serviced Companion Loan Securities from






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each Rating Agency for which the minimum rating(s) set forth in the applicable
clause is not satisfied with respect to such obligation or security; and


(G)    any
other obligation or security other than one listed in clauses (A) – (E) above, that is the subject of a No Downgrade
Confirmation relating to the Certificates and any Serviced Companion Loan Securities from each and every Rating Agency;


provided
that each investment described hereunder shall not (A) evidence either the right to receive (1) only interest with
respect to such investment or (2) a yield to maturity greater than 120% of the yield to maturity at par of the underlying
obligations, (B) be purchased at a price greater than par if such investment may be prepaid or called at a price less than
its purchase price prior to stated maturity, (C) be sold prior to stated maturity if such sale would result in a loss of
principal on the instrument or a tax on “prohibited transactions” under Section 860F of the Code or (D) have
an “r” highlighter or other comparable qualifier attached to its rating; and provided, further, that
each investment described hereunder must have (X) a predetermined fixed amount of principal due at maturity (that cannot vary
or change), (Y) an original maturity of not more than 365 days and a remaining maturity of not more than thirty (30) days
and (Z) except in the case of a Permitted Investment described in clause (E) of this definition, a fixed interest
rate or an interest rate that is tied to a single interest rate index plus a single fixed spread and moves proportionately
with that index; and provided, further, that each investment described hereunder must be a “cash flow investment”
(within the meaning of the REMIC Provisions).


“Permitted
Special Servicer/Affiliate Fees”: 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 by such party with respect to any Mortgage Loan, Serviced Loan Combination or REO Property, in each
case, in accordance with Article III of this Agreement.


“Permitted
Transferee”: With respect to a Class R or Class LR Certificate, any Person or agent thereof that is a
Qualified Institutional Buyer, other than (a) a Disqualified Organization, (b) any other Person so designated by
the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or
the Person requesting the Transfer) to the effect that the Transfer of an Ownership Interest in any Class R or
Class LR Certificate to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any time that the
Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S. Person and (d) a Plan or any Person
investing the assets of a Plan.


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


“Pillar”:
Pillar Funding LLC, in its capacity as a Mortgage Loan Seller, and its successors in interest.


“Pillar
Indemnification Agreement”: The agreement dated the Pricing Date, between the Depositor, Pillar, Pillar Capital Partners
I LLC and the Underwriters.






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“Pillar
Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the Pillar Purchase Agreement.


“Pillar
Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective the Pricing Date, between Pillar, Pillar
Capital Partners I LLC and the Depositor.


“Plan”:
As defined in Section 5.02(k) of this Agreement.


“Platform-Level
Basis”: Only as used in connection with the Operating Advisor Annual Report, the term “platform-level basis”
refers to the Special Servicer’s performance of its duties as they relate to the resolution and liquidation of Specially
Serviced 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 Operating Advisor
of any annual compliance statement, assessment of compliance report, attestation report, Asset Status Report and other information
delivered to the Operating Advisor by the Special Servicer (other than any communications between the Controlling Class Representative
or any related Directing Holder, as applicable, and the Special Servicer that would be Privileged Information) pursuant to the
provisions of this Agreement.


“Prepayment
Assumption”: The assumption that (i) each Mortgage Loan (other than an ARD Loan) does not prepay prior to its respective
Maturity Date and (ii) each ARD Loan prepays on its Anticipated Repayment Date.


“Prepayment
Interest Excess”: With respect to any Distribution Date, the aggregate amount, with respect to all Mortgage Loans or
Serviced Companion Loans serviced by the Master Servicer that were subject to Principal Prepayment in full or in part, or as to
which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or
Special Servicer for application to such Mortgage Loans or Serviced Companion Loans, in each case after the Due Date in the month
of such Distribution Date and on or prior to the related Determination Date, the amount of interest accrued at the Mortgage Rate
for such Mortgage Loans or Serviced Companion Loans on the amount of such Principal Prepayments, Insurance Proceeds, Liquidation
Proceeds and Condemnation Proceeds after the Due Date relating to such Collection Period and accruing in the manner set forth
in the related Loan Documents, to the extent such interest is collected by the Master Servicer or the Special Servicer (without
regard to any Prepayment Premium, Yield Maintenance Charge or Excess Interest actually collected).


“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Companion Loan serviced
by the Master Servicer that was subject to a Principal Prepayment in full or in part and which did not include a full month’s
interest, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the
Master Servicer or Special Servicer for application to such Mortgage Loan or Serviced Companion Loan, in each case after the Due
Date in the calendar month preceding such Distribution Date but prior to the Due Date in the related Collection Period, the amount
of interest that would have accrued at the Net Mortgage Pass-Through Rate for such Mortgage Loan or Serviced Companion Loan on
the amount of such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds during the period commencing
on the date as of which such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or  






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Condemnation Proceeds, as applicable,
were applied to the unpaid principal balance of the Mortgage Loan or Serviced Companion Loan and ending on (and including) the
day immediately preceding such Due Date (without regard to any Prepayment Premium, Yield Maintenance Charge or Excess Interest
actually collected).


“Prepayment
Premium”: Any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable on a Mortgage
Loan or Serviced Companion Loan by a Borrower as the result of a Principal Prepayment thereon, not otherwise due thereon, in respect
of principal or interest, which is intended to compensate the holder of the related Note for prepayment.


“Pricing
Date”: July 24, 2015.


“Primary
Servicing Fee Rate”: (A) With respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift
Mortgage Loans), the rate per annum set forth on Exhibit B to this Agreement, (B) with respect to the Heartland
Industrial Portfolio Mortgage Loan, prior to the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date, the applicable
rate per annum set forth on Exhibit B to this Agreement and (C) with respect to the 40 Wall Street Mortgage
Loan, prior to the 40 Wall Street Pari Passu Note A-1 Securitization Date, the applicable rate per annum set forth on Exhibit B
to this Agreement. With respect to Non-Serviced Mortgage Loans, except as provided for on Exhibit B to this Agreement,
no Primary Servicing Fee Rate will be charged by the Master Servicer, but the Pari Passu Loan Primary Servicing Fee Rate is charged
by the applicable Other Servicer pursuant to the related Other Pooling and Servicing Agreement.


“Prime
Rate”: The “Prime Rate” as published in the “Money Rates” section of The Wall Street
Journal, Eastern edition (or, if such section or publication is no longer available, such other comparable publication as
determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime
Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion)
as may be in effect from time to time. The Certificate Administrator shall notify in writing the Master Servicer and the Special
Servicer with regard to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.


“Principal
Distribution Amount”: For any Distribution Date, an amount equal to (i) the sum of (without duplication):


(a)          the
principal component of all scheduled Monthly Payments (other than Balloon Payments) due on the Mortgage Loans on the related Due
Date (if received during the related Collection Period or advanced);


(b)          the principal component of all Assumed Scheduled Payments due on the related Due Date (if received during the related
Collection Period or advanced) with respect to any Mortgage Loan that is delinquent in respect of its Balloon
Payment;


(c)          the
Stated Principal Balance of each Mortgage Loan that was, during the related Collection Period, repurchased from the Trust Fund
in connection with a Breach or Defect pursuant to Section 2.03 of this Agreement, purchased pursuant to Section 3.16   






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of
this Agreement, or purchased from the Trust Fund pursuant to Section 9.01 of this Agreement;


(d)          the
portion of Unscheduled Payments allocable to principal of any Mortgage Loan that was liquidated during the related Collection
Period;


(e)          the
principal component of all Balloon Payments and any other principal payment on any Mortgage Loan received on or after the Maturity
Date thereof, to the extent received during the related Collection Period;


(f)           all
other Principal Prepayments on Mortgage Loans received in the related Collection Period; and


(g)          any
other full or partial recoveries in respect of principal of Mortgage Loans, including Net Insurance Proceeds, Net Liquidation
Proceeds and Net REO Proceeds received in the related Collection Period (net of any related outstanding P&I Advances allocable
to principal, but including any amount related to the Loss of Value Payments to the extent that such amount was transferred into
the Collection Account pursuant to Section 3.06(e) of this Agreement during the related Collection Period);


as
reduced by (ii) any (1) Nonrecoverable Advances plus interest on such Nonrecoverable Advances that are paid or reimbursed
from principal collections on the Mortgage Loans or, with respect to Property Advances, the Serviced Loan Combinations, in a period
during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution
Date and (2) Workout-Delayed Reimbursement Amounts that were paid or reimbursed from principal collections on the Mortgage
Loans or, with respect to Property Advances, the Serviced Loan Combinations, in a period during which such principal collections
would have otherwise been included in the Principal Distribution Amount for such Distribution Date (provided that, in the
case of clauses (1) and (2) above, if any of the amounts that were reimbursed from principal collections on the Mortgage
Loans or, with respect to Property Advances, the Serviced Loan Combinations, are subsequently recovered on the related Mortgage
Loan or Serviced Loan Combination, such recovery will increase the Principal Distribution Amount for the Distribution Date related
to the period in which such recovery occurs).


The
principal component of the amounts set forth above shall be determined in accordance with Section 1.02 of this Agreement.


“Principal
Prepayment”: Any payment of principal made by a Borrower on a Mortgage Loan or Serviced Companion Loan which is received
in advance of its scheduled due date and which is not accompanied by an amount of interest representing the full amount of scheduled
interest due on any date or dates in any month or months subsequent to the month of prepayment.


“Private
Certificate”: Each of the Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F,
Class G, Class H, Class V, Class R and Class LR Certificates.






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“Private
Global Certificate”: Each of the Regulation S Global Certificates or Rule 144A Global Certificates with respect
to the Private Certificates if and so long as such class of Certificates is registered in the name of a nominee of the Depository.


“Private
Placement Memorandum”: Means the Private Placement Memorandum, dated the Pricing Date, pursuant to which the Private
Certificates will be offered for sale.


“Privileged
Information”: Any (i) correspondence or other communications between a Directing Holder and the Special Servicer
related to any Specially Serviced Loan or the exercise of the consent or consultation rights of a Directing Holder under this
Agreement or any related Intercreditor Agreement, (ii) strategically sensitive information that the Special Servicer has
reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related
Borrower or other interested party, and (iii) information subject to attorney-client privilege.


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information
becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party
restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable
and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing
authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and
not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is required by law to disclose such
information.


“Privileged
Person”: A party to this Agreement, the Excluded Special Servicer, if any, a designee of the Depositor, each Serviced
Companion Loan Noteholder that delivers a certification substantially in the form of Exhibit EE hereto (which certification
may be submitted electronically, including by means of a “click through” confirmation on the Certificate Administrator’s
Website), the Controlling Class Representative (but only if no Consultation Termination Event has occurred and is continuing),
each Loan-Specific Directing Holder, each Mortgage Loan Seller, each Underwriter, each Initial Purchaser and any other person
who delivers to the Certificate Administrator an Investor Certification and any NRSRO that delivers an NRSRO Certification to
the 17g-5 Information Provider, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate
Administrator’s Website or the 17g-5 Information Provider’s Website, as applicable; provided, that in no event
shall a Borrower, a Mortgagor, a Manager of a Mortgaged Property, an Affiliate, principal, partner, member, joint venturer, limited
partner, employee, representative, director, advisor or investor in any of the foregoing or an agent of any of the foregoing be
considered a Privileged Person, subject to the following proviso; 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
Controlling Class Representative, each Controlling Class Certificateholder and the Special Servicer shall be considered a Privileged
Person with respect to any Mortgage Loan or Serviced Loan Combination 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.






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


“Property
Advance”: As to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, any
advance made by the Master Servicer, the Special Servicer or the Trustee, as applicable, in respect of Property Protection
Expenses or any expenses incurred to protect, preserve and enforce the security for a Mortgage Loan or a Serviced Loan
Combination or to pay taxes and assessments or insurance premiums with respect to the related Mortgaged Property, to the
extent the making of any such advance is specifically provided for in this Agreement, including, but not limited to, as
provided in Section 3.01(e) and Section 3.21 of this Agreement, as applicable. Each reference to the payment or
reimbursement of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or
reimbursement of interest thereon at the Advance Rate. Notwithstanding anything to the contrary, “Property
Advance” shall not include allocable overhead of the Master Servicer or the Special Servicer, as applicable, such as
costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar
internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage
Loan or REO Property.


“Property
Protection Expenses”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination,
any costs and expenses incurred by the Master Servicer or the Special Servicer pursuant to Section 3.04, Section 3.08(a),
Section 3.10, Section 3.11, Section 3.15(a), Section 3.15(b), Section 3.15(c), Section 3.16(c) or
Section 3.24(a) of this Agreement or indicated herein as being payable as a Property Advance or as a cost or expense of the
Trust Fund (and, in the case of the Serviced Loan Combinations, the Serviced Companion Loan Noteholders but subject to the provisions
of Section 1.02(e)) or the Lower-Tier REMIC or Upper-Tier REMIC to be paid out of the Collection Account.


“Prospectus”:
The Depositor’s Prospectus dated September 3, 2014, as supplemented by the Prospectus Supplement dated the Pricing Date,
relating to the offering of the Publicly Offered Certificates.


“PTCE”:
Prohibited Transaction Class Exemption.


“Publicly
Offered Certificates”: Each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-5, Class X-A, Class A-M, Class B, Class C and Class D Certificates.


“Publicly
Offered Global Certificates”: Each of the Publicly Offered Certificates, if and so long as the applicable Class of Publicly
Offered Certificates is registered in the name of the Depository.


“Qualified
Affiliate”: Any Person (a) that is organized and doing business under the laws of any state of the United States
or the District of Columbia, (b) that is in the business of performing the duties of a servicer of mortgage loans (or, in
the case of the Operating Advisor, that is in the business of performing the duties of an operating advisor), and (c) as
to which 50% or greater of its outstanding voting stock or equity ownership interest are directly or indirectly owned by the Master
Servicer, the Special Servicer or the Operating Advisor, as applicable, or  






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by any Person or Persons who directly or indirectly
own equity ownership interests in the Master Servicer, the Special Servicer or the Operating Advisor, as applicable.


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


“Qualified
Insurer”: As used in Section 3.08 of this Agreement,


(i) in
the case of each Mortgage Loan or Serviced Loan Combination, an insurance company or security or bonding company qualified to
write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated (a) at least “A-“
by Fitch (or, if not rated by Fitch, an equivalent rating by (x) at least two NRSROs (which may include S&P, Moody’s
and/or Morningstar)


or
(y) one NRSRO (which may include S&P, Moody’s and/or Morningstar) and A.M. Best), and (b) at least “A3”
by Moody’s (or, if not rated by Moody’s, an equivalent rating by (x) at least two NRSROs (which may include S&P,
Fitch and/or Morningstar) or (y) one NRSRO (which may include S&P, Fitch and/or Morningstar) and A.M. Best), and


(ii) in
the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(d)
of this Agreement, (a) a company that shall have a claim paying ability rated at least equal to any one of the following:
(1) “A-” or better by S&P, (2) “A3” or better by Moody’s, (3) “A-“ or better
by Fitch, (4) “A (low)” or better by DBRS or (5) “A-:X” or better by A.M. Best,


or,
in the case of clauses (i) and (ii), such other rating as to which the related Rating Agency (and, if applicable, the related
Serviced Companion Rating Agency) has provided a No Downgrade Confirmation relating to the Certificates and any Serviced Companion
Loan Securities (subject to the foregoing exceptions).


“Qualified
Mortgage”: A Mortgage Loan that is a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective obligation
as a qualified mortgage), or any substantially similar successor provision.


“Qualifying
Substitute Mortgage Loan”: A mortgage loan which must, on the date of substitution: (i) have an outstanding Stated
Principal Balance, after application of all scheduled payments of principal and/or interest due during or prior to the month of
substitution, whether or not received, not in excess of the Stated Principal Balance of the Removed Mortgage Loan as of the Due
Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate
of the Removed Mortgage Loan; (iii) have the same Due Date as the Removed Mortgage Loan; (iv) accrue interest on the
same basis as the Removed Mortgage Loan (for example, on the basis of a 360-day year and the actual number of days elapsed); (v) have
a remaining term to stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity
of the Removed Mortgage Loan; (vi) have an original loan to value ratio not higher than that of the Removed Mortgage Loan
and a current loan to value ratio not higher than the then current loan-to-value ratio of the Removed Mortgage Loan; (vii) materially
comply as of the date of substitution with all of the representations and warranties set forth in the applicable Mortgage Loan
Purchase Agreement;  






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(viii) have
an Environmental Report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property
and that will be delivered as a part of the related Servicing File; (ix) have an original Debt Service Coverage Ratio of
not less than the original Debt Service Coverage Ratio of the Removed Mortgage Loan and a current Debt Service Coverage Ratio
of not less than the current Debt Service Coverage Ratio of the Removed Mortgage Loan; (x) be determined by an Opinion of
Counsel (at the applicable Mortgage Loan Seller’s expense) to be a “qualified replacement mortgage” within the
meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date after the date that is three years prior to
the Rated Final Distribution Date; (xii) not be substituted for a Removed Mortgage Loan unless the Certificate Administrator
and the Trustee have received prior No Downgrade Confirmation (the cost, if any, of obtaining such No Downgrade Confirmation to
be paid by the applicable Mortgage Loan Seller (provided that no such confirmation from any Rating Agency shall be required with
respect to any Serviced Companion Loan Securities); (xiii) have been approved, so long as no Control Termination Event has
occurred and is continuing, by the Directing Holder; (xiv) prohibit defeasance within two years after the Closing Date; (xv) not
be substituted for a Removed Mortgage Loan if it would result in the termination of the REMIC status of either Trust REMIC or
the imposition of tax on either Trust REMIC other than a tax on income expressly permitted or contemplated to be received by the
terms of this Agreement, as determined by an Opinion of Counsel; and (xvi) have an engineering report with respect to the related
Mortgaged Property that details that the related Mortgaged Property does not have any material adverse conditions or deferred
maintenance with respect to the related Mortgaged Property and that will be delivered as part of the related Servicing File. In
the event that one or more mortgage loans are substituted for one or more Removed Mortgage Loans, then the amounts described in
clause (i) shall be determined on the basis of aggregate Stated Principal Balances and the rates described in clause (ii)
above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average
basis; provided that no individual Mortgage Rate shall be lower than the highest Pass-Through Rate (that is a fixed rate
not subject to a cap equal to the Weighted Average Net Mortgage Pass-Through Rate) of any Class of Sequential Pay Certificates
having an outstanding Certificate Balance. When a Qualifying Substitute Mortgage Loan is substituted for a Removed Mortgage Loan,
the applicable Mortgage Loan Seller shall certify that the Mortgage Loan meets all of the requirements of the above definition
and shall send such certification to the Certificate Administrator, the Operating Advisor, the Trustee and, for so long as no
Consultation Termination Event has occurred and is continuing, the Directing Holder.


“Rated
Final Distribution Date”: The Distribution Date in August 2048. The Class V, Class R and Class LR Certificates
will not have a Rated Final Distribution Date.


“Rating
Agency”: Any of Moody’s, Fitch or Morningstar; provided, that with respect to any matter affecting a Non-Serviced
Mortgage Loan or any Serviced Loan Combination, “Rating Agency” shall also refer to any rating agency engaged to rate
the Serviced Companion Loan Securities related to such Serviced Loan Combination or securities related to such Non-Serviced Mortgage
Loan, as applicable.


“Rating
Agency Q&A Forum and Document Request Tool”: As defined in Section 3.14(d) of this Agreement.






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


“Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance
of the Sequential Pay Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the
aggregate Stated Principal Balance of the Mortgage Loans in the Mortgage Pool (for purposes of this calculation only, not giving
effect to any reductions of the Stated Principal Balance for principal payments received on the Mortgage Loans in the Mortgage
Pool that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans
for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined
to be Nonrecoverable Advances), immediately following the Determination Date preceding such Distribution Date.


“Reassignment
of Assignment of Leases, Rents and Profits”: As defined in Section 2.01(a)(viii) of this Agreement.


“Record
Date”: With respect to each Distribution Date, the close of business on the last Business Day of the calendar month
preceding the month in which such Distribution Date occurs.


“Regular
Certificates”: The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-5, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class A-M, Class B, Class C,
Class D, Class E, Class F, Class G and Class H Certificates.


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as
such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the 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 D”:
Regulation D under the Act.


“Regulation S”:
Regulation S under the Act.


“Regulation
S Global Certificate”: Each of the Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F,
Class G and Class H Certificates issued as such on the Closing Date.


“Regulation
S Investor”: With respect to a transferee of an interest in a Regulation S Global Certificate, a transferee that acquires
such interest pursuant to Regulation S.


“Regulation
S Transfer Certificate”: As defined in Section 5.02(c)(i)(B) of this Agreement.


“Relevant
Action”: As defined in Section 3.30(d) of this Agreement.







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“Relevant
Servicing Criteria”: The Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee on Schedule II to this Agreement).
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 Certificate Administrator or the Trustee, the term “Relevant Servicing
Criteria” refers to the items of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee that engaged such Servicing Function Participant that are applicable to such Servicing
Function Participant based on the functions it has been engaged to perform.


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


“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear
at Sections 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations
(including any applicable proposed regulations) and other IRS-published administrative guidance promulgated thereunder, as the
foregoing may be in effect from time to time.


“Removed
Mortgage Loan”: A Mortgage Loan which is repurchased from the Trust Fund pursuant to the terms hereof or as to which
one or more Qualifying Substitute Mortgage Loans are substituted.


“Rents
from Real Property”: With respect to any Serviced REO Property, gross income of the character described in Section 856(d) of
the Code, which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:


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


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


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


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






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


“REO
Account”: As defined in Section 3.15(b) of this Agreement.


“REO
Loan”: Any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) or Serviced Loan Combination as to which the related
Mortgaged Property has become an REO Property.


“REO
Proceeds”: With respect to any Serviced REO Property and the related Serviced REO Loan, all revenues received by the
Special Servicer with respect to such Serviced REO Property or Serviced REO Loan which do not constitute Liquidation Proceeds.


“REO
Property”: A Mortgaged Property title to which has been acquired by the Special Servicer on behalf of the Trust Fund
through foreclosure, deed in lieu of foreclosure or otherwise, or in the case of a Non-Serviced Mortgage Loan, the Trust Fund’s
beneficial interest in the Mortgaged Property acquired by the Other Trustee pursuant to the Other Pooling and Servicing Agreement.


“Replacement
Mortgage Loan”: Any Qualifying Substitute Mortgage Loan that is substituted for one or more Removed Mortgage Loans.


“Reporting
Servicer”: As defined in Section 10.12 of this Agreement.


“Repurchase
Communication”: For purposes of Section 2.03(d) of this Agreement only, any communication, whether oral or written,
which need not be in any specific form.


“Repurchase”:
As defined in Section 2.03(d) of this Agreement.


“Repurchase
Price”: With respect to (i) any Mortgage Loan to be repurchased or purchased pursuant to Section 2.03(e) or Section 9.01
of this Agreement, (ii) any Specially Serviced Loan or any Serviced REO Loan to be sold pursuant to Section 3.16 of this
Agreement or (iii) any Defaulted Mortgage Loan that is a Non-Serviced Mortgage Loan to be sold by the Special Servicer in accordance
with the second proviso in Section 3.16(b) of this Agreement, an amount, calculated by the Master Servicer or the Special Servicer,
as applicable, equal to:


(a)          the
outstanding principal balance of such Mortgage Loan as of the date of purchase; plus


(b)          all
accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect from time to time to but not including
the Due Date in the month of purchase, but excluding any yield maintenance or other prepayment penalty; plus


(c)          all
related unreimbursed Property Advances plus accrued and unpaid interest on related Advances at the Advance Rate, and all Special
Servicing Fees and Workout Fees allocable to such Mortgage Loan (and, in the case of a Non-Serviced   






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Mortgage Loan, unpaid fees
payable to the applicable servicer, Other Servicer, the Other Special Servicer or the Other Trustee allocable to such Mortgage
Loan); plus


(d)          any
Liquidation Fee due pursuant to Section 3.12 of this Agreement allocable to such Mortgage Loan or Specially Serviced Loan;
plus


(e)          all
Additional Trust Fund Expenses allocable to such Mortgage Loan; plus


(f)           if
such Mortgage Loan (or related REO Loan) is being purchased by a Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase
Agreement, to the extent not otherwise included in the amount described in clause (c) of this definition, all reasonable
out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee in respect of the Breach or Defect giving rise to the repurchase obligation, including
any such expenses arising out of the enforcement of the repurchase obligation, including, without duplication, any such expenses
previously reimbursed from the Collection Account or the applicable Serviced Loan Combination Collection Account, as applicable,
plus accrued and unpaid interest thereon at the Advance Rate, to the extent payable to the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee.


For
purposes of this Agreement, (i) the “Repurchase Price” in respect of a Serviced Companion Loan that is purchased
by the related Mortgage Loan Seller shall be the repurchase price paid by the related Mortgage Loan Seller as calculated under
the related Other Pooling and Servicing Agreement or the applicable servicing agreement, (ii) with respect to a sale of an
REO Property securing a Serviced Loan Combination, the term Mortgage Loan or REO Loan shall be construed to include any related
Companion Loans, and (iii) with respect to a Joint Mortgage Loan, the “Repurchase Price” for each of the applicable
Mortgage Loan Sellers shall be its respective percentage interest as of the Closing Date of the total Repurchase Price for such
Joint Mortgage Loan.


“Repurchase
Request”: As defined in Section 2.03(d) of this Agreement.


“Repurchase
Request Recipient”: As defined in Section 2.03(d) of this Agreement.


“Repurchase
Request Rejection”: As defined in Section 2.03(d) of this Agreement.


“Repurchase
Request Withdrawal”: As defined in Section 2.03(d) of this Agreement.


“Repurchased
Note”: As defined in Section 2.03(d) of this Agreement.


“Repurchased
Percentage Interest”: As defined in Section 2.03(d) of this Agreement.


“Repurchasing
Seller”: As defined in Section 2.03(d) of this Agreement.






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


“Requesting
Holders”: As defined in Section 4.08(b) of this Agreement.


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


“Reserve
Accounts”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination,
reserve accounts, if any, established pursuant to the Mortgage or the Loan Agreement and any Escrow Account. Any Reserve Account
may be a sub-account of a related Cash Collateral Account. Any Reserve Account shall be beneficially owned for federal income
tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and
provisions of the related Mortgage Loan or Serviced Loan Combination and Section 3.07 of this Agreement, which Person shall
be taxed on all reinvestment income or gain thereon. The Master Servicer shall be permitted to make withdrawals therefrom for
deposit into the related Cash Collateral Account, if applicable, or the Collection Account or for the purposes set forth under
the related Loan Documents for the related Mortgage Loan or Serviced Loan Combination.


“Residual
Certificates”: The Class R and Class LR Certificates, collectively.


“Resolution
Extension Period”: Any of the following:


(a)          for
purposes of remediating a Material Breach with respect to any Mortgage Loan, the 90-day period following the end of the applicable
Initial Resolution Period;


(b)          for
purposes of remediating a Material Defect with respect to any Mortgage Loan that is not a Specially Serviced Loan at the
commencement of, and does not become a Specially Serviced Loan during, the applicable Initial Resolution Period, the period
commencing at the end of the applicable Initial Resolution Period and ending on, and including, the earlier of (i) the
90th day following the end of such Initial Resolution Period and (ii) the 45th day following the applicable Mortgage
Loan Seller’s receipt of written notice from the Master Servicer or the Special Servicer of the occurrence of any
Servicing Transfer Event with respect to such Mortgage Loan subsequent to the end of such Initial Resolution
Period;


(c)          for
purposes of remediating a Material Defect with respect to any Mortgage Loan that is a not a Specially Serviced Loan as of the
commencement of the applicable Initial Resolution Period, but as to which a Servicing Transfer Event occurs during such Initial
Resolution Period, the period commencing at the end of the applicable Initial Resolution Period and ending on, and including,
the 90th day following the earlier of the end of such Initial Resolution Period and the applicable Mortgage Loan Seller’s
receipt of written notice from the Master Servicer or the Special Servicer of the occurrence of such Servicing Transfer Event;
and


(d)          for
purposes of remediating a Material Defect with respect to any Mortgage Loan that is a Specially Serviced Loan as of the commencement
of the






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applicable Initial Resolution Period, zero (-0-) days; provided that, if the applicable Mortgage Loan Seller did
not receive written notice from the Master Servicer or the Special Servicer of the relevant Servicing Transfer Event as of the
commencement of the applicable Initial Resolution Period, then such Servicing Transfer Event shall be deemed to have occurred
during such Initial Resolution Period and clause (c) of this definition will be deemed to apply.


“Responsible
Officer”: When used with respect to the Trustee or the Certificate Administrator, any officer of the Trustee 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 and also, with respect to a particular matter, any other officer to whom
such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and, in the
case of any certification required to be signed by a Responsible Officer, such an officer whose name and specimen signature appears
on a list of corporate trust officers furnished to the Master Servicer by the Trustee and the Certificate Administrator, as such
list may from time to time be amended.


“Restricted
Certificate”: As defined in Section 5.02(k) of this Agreement.


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


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


“Rule 144A”:
Rule 144A under the Act.


“Rule 144A
Global Certificate”: Each of the Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F,
Class G and Class H Certificates issued as such on the Closing Date.


“Rule 15Ga-1
Notice”: As defined in Section 2.03(d) of this Agreement.


“Rule 15Ga-1
Notice Provider”: As defined in Section 2.03(d) of this Agreement.


“S&P”:
Standard and 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, “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.






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


“Sarbanes-Oxley
Certification”: As defined in Section 10.08 of this Agreement.


“Securities
Legend”: As defined in Section 5.02(c)(iii) of this Agreement.


“Sequential
Pay Certificate”: The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
A-5, Class A-M, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates.


“Serviced
Companion Loan”: With respect to any Serviced Loan Combination, any related mortgage loan not included in the
Trust that is serviced under this Agreement and that is generally (a) payable on a pari passu basis with the
related Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement or
(b) subordinated in right of payment to the related Mortgage Loan included in the Trust to the extent set forth in the
related Intercreditor Agreement. The Eden Roc Companion Loans and the La Gran Plaza Companion Loans are Serviced Companion
Loans related to the Trust. With respect to the Heartland Industrial Portfolio Companion Loans, (i) prior to the Heartland
Industrial Portfolio Pari Passu Note A-1 Securitization Date, the Heartland Industrial Portfolio Companion Loans shall be
Serviced Companion Loans and (ii) on and after the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date,
the Heartland Industrial Portfolio Companion Loans shall be Non-Serviced Companion Loans. With respect to the 40 Wall Street
Companion Loans, (i) prior to the 40 Wall Street Pari Passu Note A-1 Securitization Date, the 40 Wall Street Companion Loans
shall be Serviced Companion Loans and (ii) on and after the 40 Wall Street Pari Passu Note A-1 Securitization Date, the 40
Wall Street Companion Loans shall be Non-Serviced Companion Loans.


“Serviced
Companion Loan No Downgrade Confirmation”: With respect to any matter involving the servicing and administration of
a Serviced Companion Loan or Serviced REO Loan as to which any Serviced Companion Loan Securities exist, confirmation in writing
(which may be in electronic form) by each applicable Serviced Companion Loan Rating Agency that a proposed action, failure to
act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then current
rating assigned to any class of such Serviced Companion Loan Securities (if then rated by such Serviced Companion Loan Rating
Agency); provided that upon receipt of a written waiver or other acknowledgment from a Serviced Companion Loan Rating Agency
indicating its decision not to review or declining to review the matter for which the Serviced Companion Loan Rating Agency Confirmation
is sought (such written notice, a “Serviced Companion Loan Rating Agency Declination”), or as otherwise provided
in Section 3.30 of this Agreement, the requirement for the Serviced Companion Loan Rating Agency Confirmation from the applicable
Serviced Companion Loan Rating Agency with respect to such matter shall not apply.


“Serviced
Companion Loan Noteholder”: Any holder of a Serviced Companion Loan; provided that for so long as a Serviced
Companion Loan is included in an Other Securitization, for purposes of providing or distributing any reports, statements, notices
or other  






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information required or permitted to be provided to a Serviced Companion Loan Noteholder hereunder, “Serviced Companion
Loan Noteholder” shall also include the related Other Servicer.


“Serviced
Companion Loan Noteholder Register”: As defined in Section 3.27(b) of this Agreement.


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


“Serviced
Companion Loan Securities”: With respect to any Serviced Companion Loan, for so long as the related Mortgage Loan or
any successor Serviced REO Loan is part of the Mortgage Pool, any class of securities backed by such 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
Companion Loan Service Provider”: With respect to any Serviced Companion Loan that has been deposited into a securitization
trust, the related Other Trustee, Other Servicer, Other Special Servicer, any sub-servicer and any other Person that makes principal
and/or interest advances in respect of such mortgage loan pursuant to the related Other Pooling and Servicing Agreement.


“Serviced
Loan Combination”: Any Loan Combination serviced under this Agreement that is divided into one or more notes, which
includes a mortgage note that is included in the Trust and (a) one or more Subordinate Companion Loans not included in the
Trust and/or (b) one or more Pari Passu Companion Loans not included in the Trust. References herein to a Serviced Loan Combination
shall be construed to refer to the aggregate indebtedness under the related notes. Each of the Eden Roc Loan Combination and the
La Gran Plaza Loan Combination is a Serviced Loan Combination related to the Trust. With respect to the Heartland Industrial Portfolio
Loan Combination, (i) prior to the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date, the Heartland Industrial
Portfolio Loan Combination shall be a Serviced Loan Combination and (ii) on and after the Heartland Industrial Portfolio Pari
Passu Note A-1 Securitization Date, the Heartland Industrial Portfolio Loan Combination shall be a Non-Serviced Loan Combination.
With respect to the 40 Wall Street Loan Combination, (i) prior to the 40 Wall Street Pari Passu Note A-1 Securitization Date,
the 40 Wall Street Loan Combination shall be a Serviced Loan Combination and (ii) on and after the 40 Wall Street Pari Passu Note
A-1 Securitization Date, the 40 Wall Street Loan Combination shall be a Non-Serviced Loan Combination.


“Serviced
Loan Combination Collection Account”: With respect to each Serviced Loan Combination, the separate account or sub-account
created and maintained by the Master Servicer pursuant to Section 3.05(g) on behalf of the Certificateholders and the
related Serviced Companion Loan Noteholders, which shall be entitled “Wells Fargo Bank, National Association, as Master
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2015-CCRE24
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Serviced Loan Combination Collection Account.” Amounts in
any Serviced Loan Combination Collection Account applicable to the related Serviced Companion  






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Loans shall not be assets of the
Trust Fund, but instead shall be held by the Master Servicer on behalf of the Trust Fund (in respect of amounts reimbursable therefrom)
and, the related Serviced Companion Loan Noteholders. Any such account or sub-account shall be an Eligible Account or a sub-account
of an Eligible Account (including a sub-account of the Collection Account).


“Serviced
Loan Combination Remittance Amount”: For each distribution date that a Master Servicer is required to make a distribution
to a Serviced Companion Loan Noteholder pursuant to Section 3.05(h) and with respect to each Serviced Loan Combination and
related Mortgaged Property (if it becomes a Serviced REO Property), any amount received by the Master Servicer (or, with respect
to a Serviced REO Property, the Special Servicer) during the related Collection Period that is payable to the Serviced Companion
Loan Noteholder(s) pursuant to the related Intercreditor Agreement or to be remitted to the Collection Account.


“Serviced
Loan Combination REO Account”: As defined in Section 3.15(b) of this Agreement.


“Serviced
Loan Combination Special Servicer”: Any Person responsible for performing the duties of Special Servicer hereunder with
respect to a Serviced Loan Combination or any related Serviced REO Property.


“Serviced
Pari Passu Companion Loan”: With respect to any Serviced Loan Combination, any related mortgage note not included in
the Trust that is serviced under this Agreement and that is generally payable on a pari passu basis with the related Mortgage
Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. The Eden Roc Companion Loans and the
La Gran Plaza Companion Loans are Serviced Pari Passu Companion Loans related to the Trust. With respect to the Heartland Industrial
Portfolio Companion Loans, (i) prior to the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date, the Heartland
Industrial Portfolio Companion Loans shall be Serviced Pari Passu Companion Loans and (ii) on and after the Heartland Industrial
Portfolio Pari Passu Note A-1 Securitization Date, the Heartland Industrial Portfolio Companion Loans shall be Non-Serviced Pari
Passu Companion Loans. With respect to the 40 Wall Street Companion Loans, (i) prior to the 40 Wall Street Pari Passu Note A-1
Securitization Date, the 40 Wall Street Companion Loans shall be Serviced Pari Passu Companion Loans and (ii) on and after the
40 Wall Street Pari Passu Note A-1 Securitization Date, the 40 Wall Street Companion Loans shall be Non-Serviced Pari Passu Companion
Loans.


“Serviced
Pari Passu Companion Loan Noteholder”: Any holder of a Serviced Pari Passu Companion Loan.


“Serviced
REO Loan”: Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.


“Serviced
REO Property”: Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


“Serviced
Subordinate Companion Loan”: With respect to any Serviced Loan Combination, any related subordinated mortgage note not
included in the Trust that is serviced   






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under this Agreement and that is generally subordinated in right of payment to the related
Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. There are no Serviced Subordinate
Companion Loans related to the Trust.


“Service(s)(ing)”:
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 referenced in 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
Remittance Date”: With respect to any Distribution Date, the Business Day preceding such Distribution Date.


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


“Servicing
Compensation”: With respect to any Collection Period, the related Servicing Fee, Net Prepayment Interest Excess, if
any, and any other fees, charges or other amounts payable to the Master Servicer under this Agreement for such period.


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


“Servicing
Fee”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan and for any Distribution Date, an amount
per Interest Accrual Period equal to the product of (i) the respective Servicing Fee Rate (adjusted to a monthly rate) and
(ii) the Stated Principal Balance of such Mortgage Loan or Serviced Pari Passu Companion Loan as of the Due Date in the immediately
preceding Collection Period (without giving effect to payments of principal on such Mortgage Loan or Serviced Pari Passu Companion
Loan on such Due Date). The Servicing Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this
Agreement. For the avoidance of doubt, with respect to any Subordinate Companion Loan, unless otherwise agreed upon with the holder
of the related Subordinate Companion Loan, no Servicing Fee shall accrue or be payable on the principal balance thereof, and with
respect to each Mortgage Loan, the Servicing Fee shall be deemed payable from the Lower-Tier REMIC.


“Servicing
Fee Amount”: With respect to the Master Servicer and any date of determination, the aggregate of the products obtained
by multiplying, for each Mortgage Loan or Serviced Pari Passu Companion Loan, (a) the Stated Principal Balance of such Mortgage
Loan or Serviced Pari Passu Companion Loan as of the end of the immediately preceding Collection Period and (b) the difference
between the Servicing Fee Rate for such Mortgage Loan or Serviced Pari Passu Companion Loan over the servicing fee rate (if any)
applicable to such Mortgage Loan or Serviced Pari Passu Companion Loan as specified in any Sub-Servicing Agreement related to
such Mortgage Loan or Serviced Pari Passu Companion Loan. With respect to each Sub-Servicer and any date of determination, the
aggregate of the products obtained by multiplying, for each Mortgage Loan or Serviced Pari Passu Companion Loan serviced by such
Sub-Servicer, (a) the Stated Principal Balance of such Mortgage Loan or Serviced Pari Passu Companion Loan as of the end
of the immediately preceding Collection  






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 Period and (b) the servicing fee rate specified in the related Sub-Servicing Agreement
for such Mortgage Loan.


“Servicing
Fee Rate”: (A) With respect to each Mortgage Loan, the sum of the Master Servicing Fee Rate and the related Primary
Servicing Fee Rate, if any, which rates per annum are set forth on Exhibit B to this Agreement and (B) with
respect to the Serviced Pari Passu Companion Loan, the related Primary Servicing Fee Rate.


“Servicing
File”: As defined in the related Mortgage Loan Purchase Agreement and including any original or copy of any replacement
comfort letter related to any hospitality property following receipt thereof by the Master Servicer.


“Servicing
Function Participant”: Any Person, other than the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee or the Operating Advisor, that, within the meaning of Item 1122 of Regulation AB, is performing activities that
address the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans (based on
their Stated Principal Balance) or the Master Servicer has assumed responsibility for the servicing activity, as provided for
under Regulation AB. No Non-Serviced Mortgage Loan Service Provider shall be a Servicing Function Participant retained by any
Servicing Function Participant that is a party to this Agreement, unless such party is a Servicing Function Participant in connection
with its servicing obligations under this Agreement.


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


“Servicing
Shift Lead Note”: With respect to any Servicing Shift Loan Combination, as of any date of determination, the note or
other evidence of indebtedness and/or agreements evidencing the indebtedness of a Borrower under such Servicing Shift Loan Combination
including any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related
Other Securitization will cause servicing to shift from this Pooling and Servicing Agreement to the related Other Pooling and
Servicing Agreement pursuant to the terms of the related Intercreditor Agreement for such Servicing Shift Loan Combination. As
of the Closing Date, each of the Heartland Industrial Portfolio Pari Passu Note A-1 and the 40 Wall Street Pari Passu Note
A-1 will be Servicing Shift Lead Notes related to the Trust.






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“Servicing
Shift Lead Note Securitization Date”: With respect to any Servicing Shift Loan Combination, the date on which the related
Servicing Shift Lead Note is included in a related Other Securitization, provided that such holder of a Servicing Shift Lead Note
provides each of the parties to this Agreement (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 related Intercreditor Agreement that such Servicing Shift
Lead Note is to be included in such Other Securitization, which notice shall include contact information for the related Other
Servicer, the Other Special Servicer and the Other Trustee. Each of the 40 Wall Street Pari Passu Note A-1 Securitization Date
and the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date is a Servicing Shift Lead Note Securitization Date
related to the Trust.


“Servicing
Shift Loan Combination”: Any Loan Combination serviced under the Pooling and Servicing Agreement as of the Closing Date,
which includes the related Servicing Shift Mortgage Loan included in the Issuing Entity and one or more Pari Passu Companion Loans
not included in the Issuing Entity, but the servicing of which is expected to shift to the pooling and servicing agreement entered
into in connection with the securitization of the related Controlling Companion Loan on and after the date of such securitization.
As of the Closing Date, each of the Heartland Industrial Portfolio Loan Combination and the 40 Wall Street Loan Combination will
be Servicing Shift Loan Combinations related to the Trust.


“Servicing
Shift Mortgage Loan” With respect to any Servicing Shift Loan Combination, a Mortgage Loan included in the Issuing Entity
that will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling
and servicing agreement entered into in connection with the securitization of the related Controlling Companion Loan on and after
the date of such securitization. As of the Closing Date, each of the Heartland Industrial Portfolio Mortgage Loan and the 40 Wall
Street Mortgage Loan will be Servicing Shift Mortgage Loans related to the Trust.


“Servicing
Standard”: With respect to the Master Servicer (with respect to the Mortgage Loans (other than any Non-Serviced Mortgage
Loans) and Serviced Loan Combinations that are not Specially Serviced Loans) and the Special Servicer (with respect to the Specially
Serviced Loans (other than any Non-Serviced Mortgage Loans) and Serviced REO Loans), to diligently service and administer the
applicable Mortgage Loans (other than any Non-Serviced Mortgage Loans) or Serviced Loan Combinations, Specially Serviced Loans
(other than any Non-Serviced Mortgage Loans) and Serviced REO Loans for which each is responsible in the best interests of and
for the benefit of all of the Certificateholders and, in the case of any Serviced Loan Combination, the related Serviced Companion
Loan Noteholders (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders constituted a single
lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate
nature of such Subordinate Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be,
in the exercise of its reasonable judgment) in accordance with applicable law, the terms of this Agreement, the applicable Loan
Documents and any related Intercreditor Agreement, and to the extent not inconsistent with the foregoing, in accordance with the
higher of the following standards of care:


(a)         the
same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer,
as the case may be,   


 



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services
and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards
of practice of prudent institutional commercial, multifamily and manufactured housing community mortgage loan servicers servicing
their own mortgage loans with a view to the timely recovery of all payments of principal and interest under the applicable Mortgage
Loans or Serviced Loan Combinations or, in the case of Defaulted Mortgage Loans, the maximization of timely recovery of principal
and interest on a net present value basis (determined in accordance with the Loan Documents or, if the Loan Documents are
silent, at the Calculation Rate) on the applicable Mortgage Loans or Serviced Loan Combinations, and the best interests of the
Trust and the Certificateholders and, in the case of any Serviced Loan Combination, the related Serviced Companion Loan Noteholders
(as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single
lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate
nature of such Subordinate Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be,
in its reasonable judgment), taking into account the costs to Certificateholders or Serviced Companion Loan Noteholders of any
Master Servicer or Special Servicer compensation; and


(b)          the
same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services
and administers commercial, multifamily and manufactured housing community mortgage loans owned, if any, by the Master Servicer
or the Special Servicer, as the case may be, with a view to the timely recovery of all payments of principal and interest under
the applicable Mortgage Loans or Serviced Loan Combinations or, in the case of Defaulted Mortgage Loans, the maximization of timely
recovery of principal and interest on a net present value basis (determined in accordance with the Loan Documents or, if the Loan
Documents are silent, at the Calculation Rate) on the applicable Mortgage Loans or Serviced Loan Combinations, and the best interests
of the Trust and the Certificateholders and, in the case of any Serviced Loan Combination, the related Serviced Companion Loan
Noteholders, (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted
a single lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account
the subordinate nature of such Subordinate Companion Loan), as determined by the Master Servicer or the Special Servicer, as the
case may be, in its reasonable judgment), taking into account the costs to Certificateholders or Serviced Companion Loan Noteholders
of any Master Servicer or Special Servicer compensation;


but
without regard to any potential conflict of interest arising from (a) any relationship that the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate of the Master Servicer or the Special Servicer, may have with the related Borrower,
any Mortgage Loan Seller, any other party to this Agreement or any Affiliate of the foregoing; (b) the ownership of any Certificate
or any interest in any Non-Serviced Companion Loan, Serviced Companion Loan 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; (c) the Master Servicer’s
obligation to make Advances;   (d) the Master  






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Servicer’s
or the Special Servicer’s, as the case may be, right to receive compensation for its services hereunder or with
respect to any particular transaction; (e) the ownership, servicing or management for others of any other mortgage loans
or mortgaged properties by the Master Servicer or the Special Servicer or any Affiliate of the Master Servicer or the Special
Servicer, as applicable; (f) any debt that the Master Servicer or the Special Servicer or any Affiliate of the Master
Servicer or the Special Servicer, as applicable, has extended to any Borrower or an Affiliate of any Borrower (including,
without limitation, any mezzanine financing); and (g) any obligation of the Master Servicer or any Affiliate thereof, to
repurchase or substitute for a Mortgage Loan as Mortgage Loan Seller (if the Master Servicer or any Affiliate thereof is a
Mortgage Loan Seller).


“Servicing
Transfer Event”: An event specified in the definition of Specially Serviced Loan.


“Significant
Obligor”: (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 Pool (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
Pool (by principal balance as of the Cut-off Date). There are no Significant Obligors related to the Trust.


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Distribution Date occurring on or immediately following the
date on which financial statements for such calendar quarter are required to be delivered to the related lender under the related
Loan Documents. If the related Mortgaged Property or obligor constitutes a “significant obligor” (within the meaning
of Item 1101(k) of Regulation AB) with respect to an Other Securitization, the parties to this Agreement acknowledge that the date on which quarterly financial statements are required to
be delivered to the related lender under the related Loan Documents is, (i) with respect to net operating income information,
for the La Gran Plaza Loan Combination, forty-five (45) days following the end of each fiscal quarter, pursuant to Section
4.1.7 of the related loan agreement and (ii) with respect to net operating income information, for the Eden Roc Loan Combination,
thirty (30) days following the end of each fiscal quarter, pursuant to Section 4.12 of the related loan agreement.


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end
of such calendar year.  If the related Mortgaged Property or obligor constitutes a “significant obligor” (within the meaning
of Item 1101(k) of Regulation AB) with respect to an Other Securitization, the parties to this Agreement acknowledge that the date on which annual financial statements are
required to be delivered to the related lender under the related Loan Documents is, (i) with respect to net operating income information,
for the La Gran Plaza Loan Combination, ninety (90) days following the end of each calendar year, subject to Section 4.1.7
of the related loan agreement and (ii) with respect to net operating income information, for the Eden Roc Loan Combination,
seventy-five (75) days following the end of each calendar year, pursuant to Section 11.1(c) of the related loan agreement.









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“Similar
Law”: As defined in Section 5.02(k) of this Agreement.


“Small
Loan Appraisal Estimate”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Loan Combination having a Stated Principal Balance of less than $2,000,000, the Special Servicer’s good
faith estimate of the value of the Mortgaged Property securing such Mortgage Loan or Serviced Loan Combination, as certified to
the Master Servicer by the Special Servicer.


“Sole
Certificateholder”: Any Holder (or Holders, provided they act in unanimity) holding 100% of the then outstanding Certificates
(including Certificates with Certificate Balances that have been actually or notionally reduced by any Realized Losses or Appraisal
Reduction Amounts, but excluding the Class V, Class R and Class LR Certificates) or an assignment of the Voting
Rights thereof; provided, that the Class X-A, Class X-B and Class X-C Notional Amounts and Certificate Balances of the
Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-M,
Class B, Class C and Class D Certificates have been reduced to zero; provided, further, that if the
Holders of the Class X-D, Class X-E and Class X-F Certificates have assigned all of the Voting Rights of the Class X-D, Class
X-E and Class X-F Certificates to the Holder of 100% of the then outstanding Class E, Class F, Class G and Class H Certificates,
then “Sole Certificateholder” shall mean the Holder of 100% of the Class E, Class F, Class G and Class H Certificates.


“Special
Notice”: Any (a) notice transmitted to Certificateholders pursuant to Section 5.05(c) of this Agreement, (b) notice
of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer pursuant
to Section 3.22(d) of this Agreement, (c) notice of any request by at least 15% of the Voting Rights of the Certificates
to terminate and replace the Operating Advisor pursuant to Section 7.07(b) of this Agreement and (d) notice transmitted
to Certificateholders pursuant to Section 3.22(c) of this Agreement.


“Special
Servicer”: LNR Partners, LLC, or its successor in interest, or any successor special servicer appointed as provided
herein (including with respect to any Excluded Special Servicer Mortgage Loan, if any, the related Excluded Special Servicer appointed
pursuant to Section 3.22(j) of this Agreement, as applicable and as the context may require).


“Special
Servicer Decision”: Any of the following:


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


(b)
approving any waiver regarding the receipt of financial statements (other than immaterial timing waiver including late financial
statements);


(c)
approving annual budgets for the related Mortgaged Property that provide for (i) increases in operating expenses equal to more
than 110% of the amount that was budgeted therefor in the prior year or (ii) payments to affiliates of the related Borrower (excluding 






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affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan or Loan Combination);


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


(e)
agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Loan Combination in connection
with a defeasance if such proposed modification, waiver, consent or amendment is with respect to a (i) a waiver of a mortgage
loan event of default, (ii) a modification of the type of defeasance collateral required under the Loan Documents such that defeasance
collateral other than direct, non-callable obligations of the United States would be permitted or (iii) a modification that would
permit a principal prepayment instead of defeasance if the applicable Loan Documents do not otherwise permit such principal prepayment;
provided that the foregoing is not otherwise a Major Decision;


(f)
in circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of the
Loan Documents (including determining whether any applicable terms or tests are satisfied), any request to incur additional debt
in accordance with the terms of the Loan Documents;


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


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


(i)
any modification, consent to a modification or waiver of any material term of any intercreditor or similar agreement related to
a Mortgage Loan or Serviced Loan Combination, or any action to enforce rights with respect thereto.






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

“Special
Servicing Compensation”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Loan
Combination, any of the Special Servicing Fee, Workout Fee, Liquidation Fee and any other fees, charges or other amounts which
shall be due to the Special Servicer that are expressly provided for in Section 3.12 of this Agreement.


“Special
Servicing Fee”: With respect to each Specially Serviced Loan (or Serviced REO Loan) for each calendar month (or portion
thereof), the fraction of the Special Servicing Fee Rate applicable to such month, or portion thereof (determined using the same
interest accrual methodology that is applied with respect to the Mortgage Rate for such Mortgage Loan for such month) multiplied
by the Stated Principal Balance of such Specially Serviced Loan as of the Due Date (without giving effect to all payments of principal
on such Specially Serviced Loan or Serviced REO Loan on such Due Date) in the Collection Period prior to such Distribution Date
(or, in the event that a Principal Prepayment in full or an event described in clauses (i)-(vii) under the definition
of Liquidation Proceeds has occurred with respect to any such Specially Serviced Loan or Serviced REO Loan on a date that is not
a Due Date, on the basis of the actual number of days to elapse from and including the most recently preceding related Due Date
to but excluding the date of such Principal Prepayment or Liquidation Proceeds event in a month consisting of 30 days). For
the avoidance of doubt, the Special Servicing Fee shall be deemed to be paid from the Lower-Tier REMIC with respect to the Mortgage
Loans.


“Special
Servicing Fee Rate”: A rate equal to the greater of (i) 0.25% per annum and (ii) the rate that would result in a Special
Servicing Fee of $1,000 for the related month.


“Specially
Serviced Loan”: Subject to Section 3.23 of this Agreement, any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Companion Loan with respect to which:


(a)          either
(i) with respect to such Mortgage Loan or Serviced Companion Loan, other than a Balloon Loan, a payment default shall have
occurred on such Mortgage Loan or Serviced Companion Loan at its Maturity Date or, if the Maturity Date of such Mortgage Loan
or Serviced Companion Loan has been extended in accordance herewith, a payment default occurs on such Mortgage Loan or Serviced
Companion Loan at its extended Maturity Date or (ii) with respect to a Balloon Loan, a payment default shall have occurred
with respect to the related Balloon Payment; provided, that if (A) the related Borrower is diligently seeking
a refinancing commitment (and delivers a statement to that effect to the Master Servicer, who shall promptly deliver a copy to
the Special Servicer, the Operating Advisor and the Directing Holder (but only if no Consultation Termination Event has occurred
and is continuing) within 30 days after such default), (B) the related Borrower continues to make its Assumed Scheduled Payment,
(C) no other Servicing Transfer Event shall have occurred with respect to such Mortgage Loan or Serviced Companion Loan and
(D) for so long as no Control Termination Event has occurred and is continuing, the Directing Holder consents, a Servicing
Transfer Event will not occur until 60 days beyond the related Maturity Date, unless extended by the Special Servicer in
accordance with the Loan Documents, this Agreement and any related 






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Intercreditor Agreement; and provided, further, if the related Borrower delivers to the Master Servicer, who
shall have promptly delivered a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only if no
Consultation Termination Event has occurred and is continuing), on or before the 60th day after the related Maturity Date, a
refinancing commitment reasonably acceptable to the Special Servicer, and such Borrower continues to make its Assumed
Scheduled Payments (and no other Servicing Transfer Event shall have occurred with respect to that Mortgage Loan or Serviced
Companion Loan), a Servicing Transfer Event will not occur until the earlier of (1) 120 days beyond the related Maturity
Date or extended Maturity Date and (2) the termination of the refinancing commitment;


(b)          any
Monthly Payment (other than a Balloon Payment), or any amount due on a monthly basis as an Escrow Payment or reserve funds, is
60 days or more delinquent;


(c)          the
Master Servicer or Special Servicer (and, in the case of a determination by the Special Servicer, for so long as no Control Termination
Event has occurred and is continuing, with the consent of the Directing Holder and, with respect to any Serviced Loan Combination,
in consultation with the related Serviced Companion Loan Noteholders to the extent provided for in the related Intercreditor Agreement)
determines in its reasonable business judgment, exercised in accordance with the Servicing Standard, that (x) a default consisting
of a failure to make a payment of principal or interest is reasonably foreseeable or there is a significant risk of such default
or (y) any other default that is likely to impair the use or marketability of the related Mortgaged Property or the value
of the Mortgaged Property as security for the Mortgage Loan or Serviced Companion Loan is reasonably foreseeable or there is a
significant risk of such default, which monetary or other default, in either case, would likely continue unremedied beyond the
applicable grace period (or, if no grace period is specified, for a period of 60 days) and is not likely to be cured by the
related Borrower within 60 days or, except as provided in clause (a)(ii) above, in the case of a Balloon Payment, for
at least 30 days;


(d)          the
related Borrower has become a subject of a decree or order of a court or agency or supervisory authority having jurisdiction in
the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the
appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs;


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


(f)           the
related Borrower 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;






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(g)          a
default, of which the Master Servicer or Special Servicer has notice (other than a failure by such related Borrower to pay principal
or interest) and which in the opinion of the Master Servicer or Special Servicer (in the case of the Special Servicer,
for so long as no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder and, with
respect to any Serviced Loan Combination, in consultation with the related Serviced Companion Loan Noteholders to the extent provided
for in the related Intercreditor Agreement) materially and adversely affects the interests of the Certificateholders or any holder
of a Serviced Companion Loan, if applicable, occurs and remains unremedied for the applicable grace period specified in the Loan
Documents for such Mortgage Loan or Serviced Companion Loan (or if no grace period is specified for those defaults which are capable
of cure, 60 days); or


(h)         the
Master Servicer or Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the related
Mortgaged Property; provided, that such Mortgage Loan or Serviced Companion Loan will cease to be a Specially Serviced
Loan (each, a “Corrected Mortgage Loan”) (i) with respect to the circumstances described in
clauses (a) and (b) above, when the related Borrower thereunder has brought such Mortgage Loan or Serviced Companion
Loan current and thereafter made three consecutive full and timely Monthly Payments, including pursuant to any workout of
such Mortgage Loan or Serviced Companion Loan, (ii) with respect to the circumstances described in clauses (c),
(d), (e), (f) and (h) above, when such circumstances cease to exist in the good faith judgment of the Special Servicer, or
(iii) with respect to the circumstances described in clause (g) above, when such default is cured (as determined by
the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer; provided, in each
case, that at that time no circumstance exists (as described above) that would cause such Mortgage Loan or Serviced Companion
Loan to continue to be characterized as a Specially Serviced Loan.


If
a Servicing Transfer Event exists with respect to any Mortgage Loan included in a Serviced Loan Combination, then it will also
be deemed to exist with respect to the related Serviced Companion Loans, and vice versa.


The
right of the holder of any related Subordinate Companion Loan to cure an event of default under the related Intercreditor Agreement
is subject to the limitations set forth in such Intercreditor Agreement. Any such cure deposit by the holder of a Subordinate
Companion Loan shall be treated as an “outside reserve fund” for purposes of the REMIC Provisions, and the holder
of such Subordinate Companion Loan shall be treated as the beneficial owner thereof or of any reimbursement from the Trust Fund,
and shall be taxable on any reinvestment income thereon.


“Startup
Day”: In the case of the Upper-Tier REMIC and Lower-Tier REMIC, the day designated as such pursuant to Section 2.06(a)
of this Agreement.


“Stated
Principal Balance”: With respect to any Mortgage Loan, Serviced Companion Loan or Serviced Loan Combination, as applicable,
on any date of determination, the principal balance as of the Cut-off Date of such Mortgage Loan, Serviced Companion Loan or Serviced
Loan Combination (or in the case of a Replacement Mortgage Loan, the outstanding 






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principal
balance as of the related date of substitution and after application of all scheduled payments of principal and interest due
on or before the related Due Date in the month of substitution, whether or not received), as reduced (to not less than zero)
on each Distribution Date by (i) all payments (or P&I Advances in lieu thereof) of, and all other collections
allocated as provided in Section 1.02 of this Agreement to, principal of or with respect to such Mortgage Loan, Serviced
Companion Loan or Serviced Loan Combination, as applicable, that are distributed to Certificateholders on such Distribution
Date or Serviced Companion Loan Noteholders on the related remittance date in the same calendar month as such Distribution
Date or applied to any other payments required under this Agreement or related Intercreditor Agreement on or prior to such
Distribution Date, and (ii) any principal forgiven by the Special Servicer (or with respect to a Non-Serviced Mortgage
Loan, by the related Other Special Servicer or other applicable servicer) and other principal losses realized in respect of
such Mortgage Loan, Serviced Companion Loan or Serviced Loan Combination during the related Collection Period (or with
respect to a Non-Serviced Mortgage Loan, other principal losses realized in respect of such Non-Serviced Mortgage Loan during
the related Collection Period as determined in accordance with the terms of the Other Pooling and Servicing
Agreement).


A
Mortgage Loan or any related REO Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated
Principal Balance until the Distribution Date on which Liquidation Proceeds, if any, are to be (or, if no such Liquidation
Proceeds are received, would have been) distributed to Certificateholders. The Stated Principal Balance of any Mortgage Loan
or Serviced Loan Combination with respect to which the Master Servicer or Special Servicer has made a Final Recovery
Determination is zero.


“Sub-Servicer”:
Any Person engaged by the Master Servicer or the Special Servicer (including, for the avoidance of doubt, each Mortgage Loan Seller
Sub-Servicer and any primary servicer) to perform servicing activities with respect to one or more Mortgage Loans or REO Loans.


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer,
on the other hand, relating to servicing and administration of the Mortgage Loans as provided in Section 3.01(c) of this
Agreement.


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


“Subordinate
Companion Loan”: With respect to any Loan Combination, any related Serviced Subordinate Companion Loan or Non-Serviced
Subordinate Companion Loan, as applicable and as the context may require.


“Substitution
Shortfall Amount”: In connection with the substitution of one or more Replacement Mortgage Loans for one or more Removed
Mortgage Loans, the amount, if any, by which the Repurchase Price or aggregate Repurchase Price, as the case may be, for such






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Removed
Mortgage Loan(s) exceeds the initial Stated Principal Balance or aggregate initial Stated Principal Balance, as the case may be,
of such Replacement Mortgage Loan(s). 

 


“Tax
Returns”: The federal income tax returns on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss
Allocation, or any successor forms, to be filed by the Certificate Administrator on behalf of each of the Upper-Tier REMIC and
the Lower-Tier REMIC due to its classification as a REMIC under the REMIC Provisions and the federal income tax return to be filed
by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E,
part I of subchapter J of the Code, together with any and all other information, reports or returns that may be required
to be furnished to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable
provisions of federal law or Applicable State and Local Tax Law.


 


“Terminated
Party”: As defined in Section 7.01(c) of this Agreement.


 


“Terminating
Party”: As defined in Section 7.01(c) of this Agreement.


 


“Termination
Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01 of this Agreement.


 


“Third
Party Appraiser”: A Person performing an Appraisal.


 


“Third
Party Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II
environmental report, seismic report, engineering report, structural report, property condition report or similar report, if any.


 


“TIA”:
The Trust Indenture Act of 1939, as amended.


 


“TIA
Applicability Determination”: As defined in Section 11.13 of this Agreement.


 


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R or Class LR Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.02(l)(ii) of this Agreement.


 


“Transferor
Letter”: As defined in Section 5.02(l)(ii) of this Agreement.


 


“Trust”
or “Trust Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of (in
each case, to the extent of the Trust Fund’s interest therein and specifically excluding any interest of any Serviced Companion
Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage
Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect
of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage
Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;





 






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(vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the
Loss of Value Reserve Fund;

(ix) the Collection Account, the Serviced Loan Combination Collection Accounts, the Distribution
Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest in any REO Account,
including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all
insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the
Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests,
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral
Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower).


 


“Trust
Ledger”: Amounts deposited in the Collection Account or a Serviced Loan Combination Collection Account and attributable
to the Mortgage Loans or related Serviced Loan Combination, respectively, which are maintained pursuant to Section 3.06(a)
and Section 3.06(b) of this Agreement, as applicable, and held on behalf of the Trustee on behalf of the Certificateholders
or held on behalf of the Trustee on behalf of the Certificateholders and related Companion Loan Noteholders, as applicable.


 


“Trust
REMICs”: The Lower-Tier REMIC and the Upper-Tier REMIC.


 


“Trustee”:
Wilmington Trust, National Association, a national banking association, in its capacity as Trustee, or its successor in interest,
or any successor Trustee appointed as herein provided.


 


“Trustee/Certificate
Administrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount per Interest Accrual
Period equal to the product of (i) the Trustee/Certificate Administrator Fee Rate (adjusted to a monthly rate) multiplied
by (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period
(without giving effect to payments of principal on such Mortgage Loan on such Due Date). The Trustee/Certificate Administrator
Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt,
the Trustee/Certificate Administrator Fee with respect to each Mortgage Loan shall be payable from the Lower-Tier REMIC.


 


“Trustee/Certificate
Administrator Fee Rate”: A rate equal to 0.0032% per annum.


 


“Underwriters”:
Deutsche Bank Securities Inc., Cantor Fitzgerald & Co., CastleOak Securities, L.P. and Citigroup Global Markets Inc. and their
respective successors in interest.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement


 






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Amount
pursuant to Section 3.06(a) of this Agreement, as applicable, but that has not been recovered from the related Borrower
or otherwise from collections on or the proceeds of the Mortgage Loan or the applicable Serviced Loan Combination or Serviced
REO Property in respect of which the Advance was made.


 


“Unscheduled
Payments”: With respect to a Mortgage Loan and a Collection Period, all Net Liquidation Proceeds, Net Condemnation Proceeds
and Net Insurance Proceeds payable under such Mortgage Loan, the Repurchase Price of any Mortgage Loan that is repurchased or
purchased pursuant to Section 2.03(e), Section 3.16 or Section 9.01 of this Agreement, the Substitution Shortfall
Amount with respect to any substitution pursuant to Section 2.03(g) of this Agreement and any other payments under or with
respect to such Mortgage Loan not scheduled to be made, including Principal Prepayments received by the Master Servicer (but excluding
Prepayment Premiums or Yield Maintenance Charges, if any) during such Collection Period.


 


“Updated
Appraisal”: An Appraisal of a Mortgaged Property or Serviced REO Property, as the case may be, conducted subsequent
to any appraisal performed on or prior to the Cut-off Date and in accordance with Appraisal Institute standards, the costs of
which shall be paid as a Property Advance by the Master Servicer. Updated Appraisals shall be conducted by an Independent MAI
appraiser selected by the Special Servicer.


 


“Updated
Valuation”: With respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination having
a Stated Principal Balance of $2,000,000 or higher, an Updated Appraisal. With respect to a Mortgage Loan having a Stated Principal
Balance of less than $2,000,000, an updated Small Loan Appraisal Estimate or an Updated Appraisal.


 


“Upper-Tier
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(f) of this Agreement, which shall be entitled “Wells Fargo Bank,
National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for
the benefit of the Holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Upper-Tier Distribution
Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Upper-Tier Distribution Account
shall be an asset of the Upper-Tier REMIC.


 


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests, the Upper-Tier
Distribution Account and amounts held therein from time to time.


 


“U.S.
Person”: 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 thereof or the
District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate
whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury


 






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Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificateholder or Class of Certificateholders.
At all times during the term of this Agreement, the percentage of Voting Rights assigned to each Class shall be: (a) 98%
to be allocated among the Certificateholders of the respective Classes of Sequential Pay Certificates in proportion to the Certificate
Balances of their Certificates, (b) 2% to be allocated among the Certificateholders of the Class X-A, Class X-B,
Class X-C, Class X-D, Class X-E and Class X-F Certificates (allocated to the Class X-A, Class X-B, Class X-C, Class
X-D, Class X-E and Class X-F Certificates on a pro rata basis based on their respective outstanding Notional Amounts at
the time of determination) and (c) 0%, in the case of the Class V, Class R and Class LR Certificates. Voting
Rights allocated to a Class of Certificateholders shall be allocated among such Certificateholders in proportion to the Percentage
Interests in such Class evidenced by their respective Certificates. Voting Rights allocated to a Class of Certificateholders shall
be allocated among such Certificateholders in proportion to the Percentage Interests in such Class evidenced by their respective
Certificates.


 


“Weighted
Average Net Mortgage Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the
fraction (expressed as a percentage) the numerator of which is the sum for all Mortgage Loans of the product of (i) the Net
Mortgage Pass-Through Rate for each such Mortgage Loan as of its respective Due Date in the month preceding the month in which
such Distribution Date occurs and (ii) the Stated Principal Balance of each such Mortgage Loan as of the immediately preceding
Distribution Date, and the denominator of which is the sum of the Stated Principal Balances of all Mortgage Loans as of the immediately
preceding Distribution Date.


 


“WHFIT”:
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”: Treasury Regulations section 1.671-5, as amended.


 


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


 


“Withheld
Amount”: With respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, and with respect to each Distribution
Date occurring in January of each calendar year that is not a leap year and February of each calendar year, unless
in either case such Distribution Date is the final Distribution Date, an amount equal to one day’s interest at the Net Mortgage
Pass-Through Rate on the respective Stated Principal Balance as of the Due Date in the month preceding the month in which such
Distribution Date occurs, to the extent that a Monthly Payment or a P&I Advance is made in respect thereof.


 


The
Withheld Amount for each applicable Distribution Date for each Mortgage Loan that does not accrue interest on a 30/360 basis will
be equal to 1/31 of the interest accrued in respect of the immediately preceding Due Date, to the extent a Monthly Payment or
P&I Advance is made in respect thereof.


 


 






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“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or, with respect to Property Advances, any Serviced Loan
Combination that includes a Serviced Pari Passu Companion Loan, the amount of any Advance made with respect to such Mortgage
Loan or Serviced Loan Combination on or before the date such Mortgage Loan or Serviced Loan Combination becomes (or, but for
the making of three monthly payments under its modified terms, would then constitute) a Corrected Mortgage Loan, together
with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not
reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Serviced Loan
Combination becomes a Corrected Mortgage Loan and (ii) the amount of such Advance becomes an obligation of the related
Borrower to pay such amount under the terms of the modified Loan Documents.


 


“Workout
Fee”: An amount equal to the lesser of (1) 1.0% of each collection of interest and principal (including scheduled payments,
prepayments (provided that a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan due to a Material
Defect or a Material Breach shall not be considered a prepayment for purposes of this definition), Balloon Payments and payments
at maturity, but excluding late payment charges, Default Interest and Excess Interest) received on a Specially Serviced Loan that
becomes a Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan, pursuant to Section 3.12(c) of this
Agreement and (2) $1,000,000, in the aggregate with respect to any particular workout of a Specially Serviced Loan; provided
that the Workout Fee with respect to any Corrected Mortgage Loan shall be capped in accordance with Section 3.12(c) of
this Agreement; provided, further that no Workout Fee shall be payable by the Trust with respect to any Corrected
Mortgage Loan if and to the extent that the Corrected Mortgage Loan became a Specially Serviced Loan under clause (c) of
the definition of “Specially Serviced Loan” (and no other clause of such definition) and no event of default
actually occurs, unless the Mortgage Loan or Serviced Companion Loan is modified by the Special Servicer in accordance with the
terms of this Agreement; provided, further that if a Mortgage Loan or Serviced Companion Loan becomes a Specially
Serviced Loan only because of an event described in clause (a) of the definition of “Specially Serviced Loan”
and the related collection of principal and interest is received within 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 Borrower
and retain (x) a workout fee, (y) such other fees as are provided for in the related Loan Documents and (z) other appropriate
fees in connection with such workout. The total amount of Workout Fees payable by the Trust with respect to any Corrected Mortgage
Loan and with respect to any particular workout (assuming, for the purposes of this calculation, that such Corrected Mortgage
Loan continues to perform throughout its term in accordance with the terms of the related workout) shall be reduced by the amount
of any and all related Offsetting Modification Fees received by the Special Servicer as additional servicing compensation relating
to such Corrected Mortgage Loan; provided that the Special Servicer shall be entitled to collect such Workout Fees from
the Trust until such time it has been fully paid such reduced amount. For the avoidance of doubt, the Mortgage Loan Seller will
be required to pay a Workout Fee in connection with a repurchase or substitution to the extent the Special Servicer was entitled
to such a fee and such fee was unpaid immediately prior to such repurchase or substitution or was previously paid by the Trust
and was not reimbursed by the related


 






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Borrower
immediately prior to such repurchase or substitution. In furtherance of the foregoing, upon a Specially Serviced Loan
becoming a Corrected Mortgage Loan, the Special Servicer shall provide the Master Servicer with a calculation of the total
amount of Workout Fees expected to be payable by the Trust with respect to such Corrected Mortgage Loan throughout its term
(which calculation shall be reasonably acceptable to the Master Servicer) and the total amount of related Offsetting
Modification Fees received by the Special Servicer.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan or Serviced Loan Combination, the yield maintenance charge set
forth in the related Loan Documents; provided that, amounts shall be considered Yield Maintenance Charges pursuant to the
allocation set forth under Section 1.02(f) or Section 1.02(g), as applicable.


 


Section 1.02            Certain
Calculations. Unless otherwise specified herein, the following provisions shall apply:


 


(a)          All
calculations of interest with respect to the Mortgage Loans and Serviced Companion Loans (other than the Actual/360 Mortgage Loans)
and of Advances in respect thereof provided for herein shall be made on the basis of a 360-day year consisting of twelve 30-day
months. All calculations of interest with respect to the Actual/360 Mortgage Loans and of Advances provided in respect thereof
provided for herein shall be made as set forth in the Loan Documents for such Mortgage Loans and, if applicable, Serviced Companion
Loans, with respect to the calculation of the related Mortgage Rate. The Servicing Fee, the Trustee/Certificate Administrator
Fee, the CREFC® License Fee and the Operating Advisor Fee for each Mortgage Loan or Serviced Loan Combination,
as applicable, shall accrue on the same basis as interest accrues on such Mortgage Loan or Serviced Loan Combination, as applicable.


 


(b)          Any
Mortgage Loan or Serviced Loan Combination payment is deemed to be received on the date such payment is actually received by the
Master Servicer or the Certificate Administrator; provided, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan or Serviced Loan Combination are deemed to be received on the date they
are applied in accordance with Section 3.01(b) of this Agreement to reduce the Stated Principal Balance of such Mortgage
Loan or Serviced Loan Combination on which interest accrues.


 


(c)          Except
as otherwise provided in the related Loan Documents or Intercreditor Agreement, any amounts received in respect of a Mortgage
Loan or Serviced Loan Combination as to which a default has occurred and is continuing in excess of Monthly Payments shall be
applied to Default Interest and other amounts due on such Mortgage Loan or Serviced Loan Combination prior to the application
to late fees.


 


(d)          Allocations
of payments between a Mortgage Loan and the related Serviced Companion Loan in a Loan Combination shall be made in accordance
with the related Intercreditor Agreement.


 


(e)          If
an expense under this Agreement relates in the reasonable judgment of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Paying Agent, as applicable, primarily to the administration of the Trust Fund, either Trust
REMIC or the Grantor Trust or to any determination respecting the amount, payment or avoidance of any


 






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tax
under the REMIC Provisions or the actual payment of any REMIC tax or expense, or Grantor Trust tax or expense or this
Agreement states that any expense is solely “an expense of the Trust Fund” or words of similar import, then such
expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against any Serviced Companion Loan
Noteholder and such Serviced Companion Loan Noteholder shall not suffer any adverse consequences as a result of the payment
of such expense.


 


(f)           All
amounts collected by or on behalf of the Trust in respect of any Mortgage Loan (other than an REO Loan) in the form of payments
from the related Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (exclusive, if applicable, in the
case of a Mortgage Loan that is part of a Serviced Loan Combination, of any amounts payable to the holder of the related Serviced
Companion Loan, pursuant to the related Intercreditor Agreement) shall be allocated to amounts due and owing under the related
Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related
Loan Documents and, with respect to any Mortgage Loan that is part of a Serviced Loan Combination, the related Intercreditor Agreement;
provided, absent such express provisions, all such amounts collected (exclusive, if applicable, in the case of a Mortgage
Loan that is part of a Serviced Loan Combination, of any amounts payable to the holder of the related Serviced Companion Loan
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 to such Mortgage Loan and unpaid interest at the Advance Rate on such Advances
and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Mortgage Loan;


 


(ii)          as
a recovery of Nonrecoverable Advances and any interest at the Advance Rate thereon to the extent previously reimbursed from and
allocated to principal collections with respect to such Mortgage Loan;


 


(iii)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on such Mortgage
Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest on
such Mortgage Loan 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 for such
Mortgage Loan that have theretofore occurred under Section 4.07(d) of this Agreement in connection with Appraisal Reduction
Amounts (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 of such Mortgage Loan then due
and owing, including by reason of acceleration of such Mortgage Loan 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);


 


 






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(v)          
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under
Section 4.07(d) of this Agreement in connection with related Appraisal Reduction Amounts (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 to such Mortgage Loan;


 


(vii)        as
a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


(viii)
      as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


(ix)          as
a recovery of any late payment charges, Default Interest and Excess Interest then due and owing under such Mortgage Loan;


 


(x)          as
a recovery of any Assumption Fees and Modification Fees then due and owing under such Mortgage Loan;


 


(xi)         as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees); and


 


(xii)        as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance.


 


provided
that, to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the Lender’s
rights under the related Loan Documents) with respect to any partial release of a Mortgaged Property (including in connection
with a condemnation and Mortgaged Property not assigned any significant value when the Mortgage Loan was originated) at a time
when the loan-to-value ratio of the related Mortgage Loan (or Serviced Loan Combination) exceeds 125% or would exceed 125% following
any partial release (based solely on the value of real property and excluding personal property and going concern value, if any)
must be collected and allocated to reduce the Stated Principal Balance of the Mortgage Loan (or Serviced Loan Combination) in
the manner permitted by such REMIC Provisions.


 


(g)          Collections
by or on behalf of the Trust in respect of any 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 REO Property
related to a Serviced Loan Combination, exclusive of any amounts payable to the holder of the related Serviced Companion Loan
pursuant to the related Intercreditor Agreement)


 






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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 to the related Mortgage Loan and interest at the Advance Rate on all Advances
and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Mortgage Loan;


 


(ii)          as
a recovery of Nonrecoverable Advances and any interest at the Advance Rate thereon to the extent previously reimbursed from and
allocated to principal collections with respect to the related Mortgage Loan;


 


(iii)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related
Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest
on such Mortgage Loan 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
for such Mortgage Loan that have theretofore occurred under Section 4.07(d) of this Agreement in connection with Appraisal
Reduction Amounts (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 of the related Mortgage Loan
to the extent of its entire unpaid principal balance;


 


(v)          as
a recovery of accrued and unpaid interest on the related Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d)
of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not theretofore
been allocated as a recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);


 


(vi)         as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under the related Mortgage Loan;


 


(vii)        as
a recovery of any late payment charges, Default Interest and Excess Interest then due and owing under the related Mortgage Loan;


 


(viii)       as
a recovery of any Assumption Fees and Modification Fees then due and owing under the related Mortgage Loan; and


 


(ix)         as
a recovery of any other amounts then due and owing under the related Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees).


 






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(h)          The
applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (f) of this Section 1.02 shall be
determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of
any Mortgage Loan, or any REO Property pursuant to paragraph (g) of this Section 1.02 shall be determined by the Special
Servicer in accordance with the Servicing Standard.


 


(i)           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 in accordance
with the Loan Documents or, if the Loan Documents are silent, using the Calculation Rate.


 


(j)           For
purposes of calculations required herein, Excess Interest shall not be added to the outstanding principal balance of the Mortgage
Loans notwithstanding that the related loan documents may provide otherwise.


 


Section 1.03            Certain
Constructions. For purposes of this Agreement, references to the most or next most subordinate Class of Certificates outstanding
at any time shall mean the most or next most subordinate Class of Certificates then outstanding as among the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-5, Class A-M, Class B, Class C, Class D, Class E,
Class F, Class G and Class H Certificates. For such purposes, the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4 and Class A-5 Certificates, collectively, shall be considered to be one Class. For purposes of
this Agreement, each Class of Certificates (other than any Class of Class X Certificates, the Class V Certificates, the Class R
Certificates and the Class LR Certificates) shall be deemed to be outstanding only to the extent its respective Certificate
Balance has not been reduced to zero. For purposes of this Agreement, the Class V Certificates shall be outstanding so long as
any of the ARD Loans are outstanding. For purposes of this Agreement, the Class R and Class LR Certificates shall be
outstanding so long as the Trust Fund has not been terminated pursuant to Section 9.01 of this Agreement or any other Class
of Certificates remains outstanding. For purposes of this Agreement, each of Class of Class X Certificates shall be deemed to
be outstanding until its applicable Notional Balance has been reduced to zero.


 


Notwithstanding
anything to the contrary contained herein, for purposes of this Agreement, each reference to any action by the Master Servicer
or Special Servicer that is subject to the consent or approval of the Directing Holder shall in each case be further subject to
the determination by the Master Servicer or Special Servicer that taking or refraining from taking the action as proposed by the
Directing Holder, or not taking such action as proposed by the Master Servicer or Special Servicer if the Directing Holder fails
to grant its consent or approval to any action proposed to be taken by the Master Servicer or Special Servicer, in each case,
is consistent with the Servicing Standard. In each case, (a) if the response by the Directing Holder hereunder is inconsistent
with the Servicing Standard, the Master Servicer or the Special Servicer shall take such action as is consistent with the Servicing
Standard, and (b) if the Master Servicer or Special Servicer determines that immediate action is necessary to protect the
interests of the Certificateholder and, in the case of any Serviced Loan Combination, the related Serviced Companion Loan Noteholders,
(as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single
lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate
nature of such Subordinate Companion Loan)) and has made a reasonable effort to




 






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contact the Directing Holder, it may take such
action without waiting for a response from the Directing Holder.


 


Section 1.04            Certain
Matters Relating to the Non-Serviced Mortgage Loan. Each Other Servicer, Other Special Servicer, Other Depositor, Other Operating
Advisor and Other Trustee, and any of their respective directors, officers, employees or agents (collectively, the “Other
Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro rata
share (subject to the related Intercreditor Agreement) of any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection
with servicing and administration of or any actual or threatened legal action or claim relating to the related Non-Serviced Mortgage
Loan under the related Other Pooling and Servicing Agreement, this Agreement or the related Intercreditor Agreement (but excluding
any such losses allocable to the related Companion Loans); 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 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 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
Pooling and Servicing Agreement or the related Intercreditor Agreement or resulting from negligent disregard of such obligations
and duties.


 


In
connection with the securitization of any Serviced Companion Loan while it is a Serviced Companion Loan, upon the request of (and
at the expense of) the related Companion Loan Noteholders, each of the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Companion Loan Noteholders in
attempting to cause the related Borrower to provide information relating to the related Serviced Loan Combination and the related
notes, and that such holders reasonably determine to be necessary or appropriate, for inclusion in any disclosure document(s)
relating to such Other Securitization.


 


On
and after the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date, the Heartland Industrial Portfolio Loan
Combination shall be a “Non-Serviced Loan Combination,” the Heartland Industrial Portfolio Pari Passu Companion Loans
shall be “Non-Serviced Pari Passu Companion Loans” and “Non-Serviced Companion Loans”, and the Heartland
Industrial Portfolio Mortgage Loan shall be a “Non-Serviced Mortgage Loan”.


 


On
the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date (i) the Custodian shall, upon receipt of a
Request for Release transfer the Mortgage File (other than the Heartland Industrial Portfolio Pari Passu Note A-2, the
original of which shall be retained by the Custodian) for the Heartland Industrial Portfolio Loan Combination to the Other
Trustee under the related Other Pooling and Servicing Agreement
and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable
Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing
Shift Lead Note Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of)
the Servicing File for the Heartland Industrial


 






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Portfolio Loan Combination, and any Escrow Payments,
reserve funds and originals of items specified in Sections 2.01(a)(xix) and (xx) for the Heartland Industrial Portfolio Loan Combination,
to the Other Servicer on the related Servicing Shift Lead Note Securitization Date.


 


On
and after the 40 Wall Street Pari Passu Note A-1 Securitization Date, the 40 Wall Street Loan Combination shall be a “Non-Serviced
Loan Combination,” the 40 Wall Street Pari Passu Companion Loans shall be “Non-Serviced Pari Passu Companion Loans”
and “Non-Serviced Companion Loans”, and the 40 Wall Street Mortgage Loan shall be a “Non-Serviced Mortgage Loan”.


 


On
the 40 Wall Street Pari Passu Note A-1 Securitization Date (i) the Custodian shall, upon receipt of a Request for
Release transfer the Mortgage File (other than the 40 Wall Street Pari Passu Note A-3, the original of which shall be
retained by the Custodian) for the 40 Wall Street Loan Combination to the Other Trustee or a custodian on its behalf under
the related Other Pooling and Servicing Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall,
upon receipt of notice from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is
being securitized on the related Servicing Shift Lead Note Securitization Date, transfer (and cooperate with reasonable
requests in connection with such transfer of) the Servicing File, and any Escrow Payments, reserve funds and originals of items
specified in Sections 2.01(a)(xix) and (xx) for the 40 Wall Street Loan Combination to the Other Servicer on the related Servicing Shift Lead Note Securitization Date.


 


Upon
receipt of notice from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is
being securitized on the related Servicing Shift Lead Note Securitization Date, the Master Servicer shall provide
the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Lead Note Securitization Date
and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related
Other Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Lead Note Securitization Date.


 


Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01            Conveyance
of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements. (a)  The Depositor, concurrently with the execution
and delivery hereof on the Closing Date, does hereby establish a trust designated as “COMM 2015-CCRE24 Mortgage Trust,”
appoint the Trustee as trustee of the Trust Fund and sell, transfer, assign, set over and otherwise convey to the Trustee without
recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Mortgage Loans,
including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in
real or personal property and whether tangible or intangible) in favor of the Depositor, and a security interest in all Reserve
Accounts, Lock-Box Accounts, Cash Collateral Accounts and all other assets to the extent included or to be included in the Trust
Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due on or with
respect to the Mortgage Loans after the Cut-off Date and, in the case of a




 






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Mortgage Loan included in a Loan Combination, is subject
to the related Intercreditor Agreement. Transfer and assignment of a Non-Serviced Mortgage Loan and the right to service a Non-Serviced
Mortgage Loan is further subject to the terms and conditions of the Other Pooling and Servicing Agreement and the related Intercreditor
Agreement. The Depositor, concurrently with the execution and delivery hereof, does also hereby transfer, assign, set over and
otherwise convey to the Trustee without recourse (except to the extent provided herein), for the benefit of the Certificateholders
and the Serviced Companion Loan Noteholders, all the right, title and interest of the Depositor in, to and under the Mortgage
Loan Purchase Agreements as provided therein (excluding Sections 6(e)-(g) of each Mortgage Loan Purchase Agreement, the representations,
warranties and covenants in favor of the Depositor set forth in clause (viii) of Section 4(b) of each Mortgage
Loan Purchase Agreement and the Depositor’s rights and remedies with respect to a breach thereof, and excluding the Depositor’s
rights and remedies under the Indemnification Agreements) to the extent related to any Mortgage Loan. The Depositor shall cause
the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts relating to the Mortgage Loans to be transferred to and held
in the name of the Master Servicer on behalf of the Trustee as successor to the Mortgage Loan Sellers.


 


With
respect to any Mortgage Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this
Section 2.01(a) serve as an assignment and assumption agreement between the Depositor, as the assignor, and the Trustee
on behalf of the Trust, as the assignee. Accordingly, the Depositor hereby (and in accordance with and subject to all other applicable
provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Trustee all right, title
and interest of the Depositor in, to and arising out of the related Intercreditor Agreement and the Trustee on behalf of the Trust
hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and
obligations of the Depositor with respect to related Intercreditor Agreement from and after the Closing Date. In addition, the
Trustee acknowledges that any such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of this
Agreement.


 


In
connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Custodian, with copies
to the Master Servicer and the Special Servicer, the following documents or instruments with respect to each Mortgage Loan and
each Serviced Companion Loan (which, except for the Note referred to in clause (i) below, relate to the Serviced Loan Combination)
so assigned (provided, the original of documents specified in items (xix) and (xx) shall be delivered to the Master
Servicer):


 


(i)           (A) the
original Note, bearing, or accompanied by, all prior or intervening endorsements, endorsed by the most recent endorsee prior to
the Trustee or, if none, by the Originator, without recourse, either in blank or to the order of the Trustee in the following
form: “Pay to the order of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2015-CCRE24
Mortgage Trust Commercial Mortgage Pass-Through Certificates, without recourse”; and (B) in the case of each related
Serviced Companion Loan, a copy of the executed Note for such Serviced Companion Loan;


 


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


 



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complete chain
of assignment from the Originator of the Mortgage Loan or Serviced Loan Combination to the most recent assignee of record thereof
prior to the Trustee, if any, in each case with evidence of recording indicated thereon;


 


(iii)         an
original or copy (if the related Mortgage Loan Seller or its designee, rather than the Custodian and its designee, is responsible
for the recording thereof) of an assignment of the Mortgage, in recordable form (except for missing recording information and,
if delivered in blank, except for the name of the assignee), executed by the most recent assignee of record thereof prior to the
Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Wilmington Trust,
National Association, as Trustee, for the benefit of the Holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through
Certificates” (and, with respect to any Serviced Loan Combination, on behalf of any related Serviced Companion Loan Noteholders);


 


(iv)         (A) an
original or copy of any related security agreement (if such item is a document separate from the Mortgage) and, if applicable,
the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the Originator of the
related Mortgage Loan or Serviced Loan Combination to the most recent assignee thereof prior to the Trustee, if any; and (B) an
original assignment of any related security agreement (if such item is a document separate from the related Mortgage) executed
by the most recent assignee thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee
in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2015-CCRE24
Mortgage Trust Commercial Mortgage Pass-Through Certificates” (in such capacity and, with respect to any Serviced Loan Combination,
on behalf of any related Serviced Companion Loan Noteholders), which assignment may be included as part of the corresponding assignment
of Mortgage referred to in clause (iii) above;


 


(v)          (A) stamped
or certified copies of any UCC financing statements and continuation statements which were filed in order to perfect (and
maintain the perfection of) any security interest held by the Originator of the Mortgage Loan or Serviced Loan Combination
(and each assignee of record prior to the Trustee) in and to the personalty of the Borrower at the Mortgaged Property (in
each case with evidence of filing or recording thereon) and which were in the possession of the related Mortgage Loan Seller
(or its agent) at the time the Mortgage Files were delivered to the Custodian, together with original UCC-3 assignments of
financing statements showing a complete chain of assignment from the secured party named in such UCC-1 financing statement to
the most recent assignee of record thereof prior to the Trustee, if any, and (B) if any such security interest is
perfected and the earlier UCC financing statements and continuation statements were in the possession of the related Mortgage
Loan Seller, an assignment of UCC financing statement by the most recent assignee of record prior to the Trustee or, if none,
by the Originator, evidencing the transfer of such security interest, either in blank or
in favor of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of
the Holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates” (in such capacity
and,


 






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with respect to any Serviced Loan Combination, on behalf of any related Serviced Companion Loan Noteholders);
provided that other evidence of filing or recording reasonably acceptable to the Trustee may be delivered in lieu of delivering
such UCC financing statements including, without limitation, evidence of such filed or recorded UCC Financing Statement as shown
on a written UCC search report from a reputable search firm, such as CSC/LexisNexis Document Solutions, Corporation Service Company,
CT Corporation System and the like or printouts of on-line confirmations from such UCC filing or recording offices or authorized
agents thereof;


 


(vi)         the
original or a copy of the Loan Agreement relating to such Mortgage Loan or Serviced Loan Combination, if any;


 


(vii)        the
original or a copy of the lender’s title insurance policy issued in connection with the origination of the Mortgage Loan
or Serviced Loan Combination, together with all endorsements or riders (or copies thereof) that were issued with or subsequent
to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property, or, subject to
Section 2(d) of the applicable Mortgage Loan Purchase Agreement, a “marked up” commitment to insure marked
as binding and countersigned by the related insurer or its authorized agent (which may be a pro forma or specimen title
insurance policy which has been accepted or approved as binding in writing by the related title insurance company), or, subject
to Section 2(d) of the applicable Mortgage Loan Purchase Agreement, an agreement to provide the same pursuant to binding
escrow instructions executed by an authorized representative of the title company;


 


(viii)       (A) the
original or a copy of the related Assignment of Leases, Rents and Profits (if such item is a document separate from the Mortgage)
and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from
the Originator of the Mortgage Loan or Serviced Loan Combination to the most recent assignee of record thereof prior to the Trustee,
if any, in each case with evidence of recording thereon; and (B) an original or copy (if the related Mortgage Loan Seller
or its designee, rather than the Custodian and its designee, is responsible for the recording thereof) of an assignment of any
related Assignment of Leases, Rents and Profits (a “Reassignment of Assignment of Leases, Rents and Profits”)
(if such item is a document separate from the Mortgage), in recordable form (except for missing recording information and, if
delivered in blank, except for the name of the assignee), executed by the most recent assignee of record thereof prior to the
Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Wilmington Trust,
National Association, as Trustee, for the benefit of the Holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through
Certificates” (in such capacity and, with respect to any Serviced Loan Combination, on behalf of any related Serviced Companion
Loan Noteholders), which assignment may be included as part of the corresponding assignment of Mortgage referred to in clause (iii)
above;


 


(ix)          the
original or a copy of any environmental indemnity agreements and copies of any environmental insurance policies pertaining to
the related Mortgaged Property required in connection with origination of the related Mortgage Loan or Serviced Loan Combination
and copies of Environmental Reports;


 






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(x)       
   copies of the currently effective Management Agreements, if any, for the Mortgaged Properties;


 


(xi)          if
the Borrower has a leasehold interest in the related Mortgaged Property, the original or copy of the ground lease (or, with respect
to a leasehold interest where the Borrower is the lessee or the sublessee and that is a space lease or an air rights lease, the
original of such space lease or air rights lease), and any related lessor estoppel or similar agreement or a copy thereof; if
any;


 


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


 


(xiii)        if
any related Lock-Box Agreement or Cash Collateral Account Agreement is separate from the Mortgage or Loan Agreement, a copy thereof;
with respect to the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts, if any, a stamped or certified copy of the
UCC-1 financing statements, if any, submitted for filing with respect to the related mortgagee’s security interest in the
Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts and all funds contained therein (and UCC-3 assignments of financing
statements assigning such UCC-1 financing statements to the Trustee in the following form: “Wilmington Trust, National Association,
as Trustee, for the benefit of the Holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates”
(in such capacity and, with respect to any Serviced Loan Combination, on behalf of any related Serviced Companion Loan Noteholders));


 


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


 


(xv)        the
original or a copy of any guaranty of the obligations of the Borrower under the Mortgage Loan or Serviced Loan Combination together
with, as applicable, (A) the original or copies of any intervening assignments of such guaranty showing a complete chain
of assignment from the Originator of the Mortgage Loan or Serviced Loan Combination to the most recent assignee thereof prior
to the Trustee, if any, and (B) an original assignment of such guaranty executed by the most recent assignee thereof prior
to the Trustee or, if none, by the Originator;


 


(xvi)        the
original or a copy of the power of attorney (with evidence of recording thereon, if appropriate) granted by the related
Borrower if the Mortgage, Note or other document or instrument referred to above was signed on behalf of the Borrower
pursuant to such power of attorney;


 


(xvii)      with
respect to each Loan Combination, a copy of the related Intercreditor Agreement and, if applicable, a copy of the related Other
Pooling and Servicing Agreement;




 






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(xviii)     with
respect to hospitality properties, a copy of the franchise agreement, if any, an original or copy of the comfort letter, if any,
and if, pursuant to the terms of such comfort letter, the general assignment of the Mortgage Loan is not sufficient to transfer
or assign the benefits of such comfort letter to the Trust, a copy of the notice to the franchisor of the transfer of such Mortgage
Loan or Serviced Loan Combination and/or a copy of the request for the issuance of a new comfort letter in favor of the Trust
(in each case, as and to the extent required pursuant to the terms of such comfort letter);


 


(xix)        the
original (or copy, if the original is held by the Master Servicer or applicable Other Servicer pursuant to Section 2.01(c))
of any letter of credit held by the lender as beneficiary or assigned as security for such Mortgage Loan;


 


(xx)         the
appropriate assignment or amendment documentation related to the assignment to the Trust of any letter of credit securing such
Mortgage Loan (or copy thereof, if the original is held by the Master Servicer or applicable Other Servicer pursuant to Section 2.01(c))
which entitles the Master Servicer on behalf of the Trust to draw thereon; and


 


(xxi)       with
respect to any Mortgage Loan with related mezzanine debt or other subordinate debt (other than a Companion Loan), a co-lender
agreement, a subordination agreement or other intercreditor agreement,


 


provided
that the original assignments referred to in clauses (iii), (iv)(B), (viii)(B) and (xv)(B), may be in the form of one or more
instruments in recordable form in any applicable filing or recording offices.


 


Notwithstanding
anything to the contrary contained in this Section 2.01(a), (b) or (c) or in Section 2.02, in connection with a Servicing
Shift Loan Combination (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this
Agreement (other than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier
of (i) the related Servicing Shift Lead Note Securitization Date, in which case such instruments shall be assigned and
recorded in accordance with the related Other Pooling and Servicing Agreement, and (ii) such Servicing Shift Loan Combination
becoming a Specially Serviced Loan prior to such Servicing Shift Lead Note Securitization Date, in which case assignments and
recordations shall be effected in accordance with this Section 2.01(a) until the occurrence, if any, of such Servicing Shift
Lead Note Securitization Date, (2) no letter of credit need be amended (including, without limitation, to change the
beneficiary thereon) until the earlier of (i) the related Servicing Shift Lead Note Securitization Date, in which case such
amendment shall be in accordance with the related Other Pooling and Servicing Agreement and (ii) such Servicing Shift Loan
Combination becoming a Specially Serviced Loan prior to such Servicing Shift Lead Note Securitization Date in which case such
amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on and following such Servicing Shift
Lead Note Securitization Date, the Person selling the related Servicing Shift Lead Note to the related Other Depositor, at
its own expense, shall be (a) entitled to direct in writing, which may be conclusively relied upon by the Custodian, the
Custodian to deliver the originals of all the Loan Documents relating to such Servicing Shift Loan Combination in its
possession (other than the original Note(s) evidencing such Servicing Shift Mortgage Loan) to the related Other Trustee or
the related Other Custodian, (b) if the right under clause (a) is exercised, required to cause the


 






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retention by or delivery to the Custodian of photocopies of Loan Documents related to such Servicing Shift Loan Combination
so delivered to such Other Trustee or such Other Custodian, (c) entitled to cause the completion (or, in the event of a recordation
as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of
assignment in the name of the related Other Trustee or related Other Custodian, (d) if the right under clause (c) is exercised,
required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e)
entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer
of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (xix) and (xx) of Section 2.01(a)
for such Servicing Shift Loan Combination to the related Other Servicer.


 


With
respect to Serviced Loan Combinations, except for the Note referred to in clause (i)(B) of the preceding paragraph,
only a single original set of the Loan Documents specified above is required to be delivered. With respect to a Non-Serviced Mortgage
Loan, the preceding document delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller to the Custodian
of copies of the documents specified above (other than the Note and intervening endorsements evidencing a Non-Serviced Mortgage
Loan, with respect to which the originals shall be required), including a copy of the Mortgage securing the applicable Non-Serviced
Mortgage Loan and copies of the companion notes and any assignments or other transfer documents referred to in clause (i)(B)
of the preceding paragraph as being in favor of the Trustee shall instead be in favor of the applicable Other Trustee.


 


With
respect to the Mortgage Loans, within 45 days after the Closing Date or, without limiting the requirements of the second
paragraph of Section 2.01(b), after such later date on which the Mortgage Loan Seller has received all the missing
recording/filing information, each Mortgage Loan Seller will, or will at the expense of such Mortgage Loan Seller retain a
third party vendor to, except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan, (1) complete (to
the extent necessary) and submit for recording in favor of the Trustee in the following form: “Wilmington Trust,
National Association, as Trustee, for the benefit of the Holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage
Pass-Through Certificates” (and with respect to a Serviced Loan Combination, the related Serviced Companion Loan
Noteholders) in the appropriate public recording office (a) each Assignment of Mortgage referred to in
Section 2.01(a)(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of
Leases, Rents and Profits referred to in Section 2.01(a)(viii)(B) (if not otherwise included in the related
Assignment of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent necessary) and
file in the appropriate public filing office each UCC assignment of financing statement referred to in
Section 2.01(a)(v)(B) and (xiii) which has not yet been submitted for filing or recording. Each such document shall
reflect that the recorded original should be returned by the public recording office to the Custodian or its designee (or to
the Mortgage Loan Seller or its designee as an alternative) following recording, and each such document shall reflect that
the file copy thereof should be returned to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as
an alternative) following filing; provided that in those instances where the public recording office retains the
original Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, the Custodian shall use
commercially reasonable efforts to obtain therefrom a certified copy of the recorded original, at the expense of the
Depositor. In the event


 






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that any such document or instrument in respect of any Mortgage
Loan is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the related Mortgage Loan Seller
shall promptly prepare or cause the preparation of a substitute thereof or cure or cause the curing of such defect, as the case
may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Custodian or such other
third party vendor as retained by the Mortgage Loan Seller for recording or filing, as appropriate, at such Mortgage Loan Seller’s
expense (as set forth in the related Mortgage Loan Purchase Agreement). In the event that any Mortgage Loan Seller receives the
original recorded or filed copy, each Mortgage Loan Seller will, promptly upon receipt of the original recorded or filed copy
(and in no event later than five Business Days following such receipt) deliver such original to the Custodian, with evidence of
filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances
where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits
or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations of the
related Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall be deemed to have been satisfied upon
delivery to the Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents
and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable.


 


If
a Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original or a copy of the related
lender’s title insurance policy referred to in Section 2.01(a)(vii) solely because such policy has not yet been issued,
the delivery requirements of this Section 2.01 will be deemed to be satisfied as to such missing item, and such missing item
will be deemed to have been included in the related Mortgage File by delivery to the Custodian of a binder marked as binding and
countersigned by the title insurer or its authorized agent (which may be a pro forma or specimen title insurance policy
which has been accepted or approved as binding in writing by the related title insurance company) or an acknowledged closing instruction
or escrow letter, and the Mortgage Loan Seller will be required to deliver to the Custodian, promptly following the receipt thereof,
the original related lender’s title insurance policy (or a copy thereof). Copies of recorded or filed Assignments of Mortgage,
Reassignments of Assignment of Leases, Rents and Profits and UCC assignments of financing statements shall be held by the Custodian.


 


Subject
to the third preceding paragraph, all original documents relating to the Mortgage Loans which are not delivered to the Custodian
are and shall be held by the Depositor or the Master Servicer (or a sub-servicer on its behalf), as the case may be, in trust
for the benefit of the Certificateholders and, insofar as they also relate to the Serviced Companion Loans, on behalf of and for
the benefit of the related Serviced Companion Loan Noteholders. In the event that any such original document, or in the case of
a Serviced Companion Loan, the original Note, is required pursuant to the terms of this Section to be a part of a Mortgage
File in order to effectuate the purposes of this Agreement, such document shall be delivered promptly to the Custodian.


 





(b)          In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, each of the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver to and deposit with or cause to be delivered to and deposited with, (i) the Custodian, on





 






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or before
the Closing Date, for each Mortgage Loan so assigned the Note (or a copy of the Note evidencing each related Serviced Companion
Loan), the original or a copy of the related Mortgage, the original or a copy of the title policy for each Mortgage Loan (subject
to the second-to-last paragraph under Section 2.01(a)), a copy of the related ground lease (or, with respect to a leasehold
interest where the Borrower is a lessee with respect to a space lease or air rights, a copy of the related space lease or air
rights lease), if applicable, for each Mortgage Loan and an original (or copy, if the original is held by the Master Servicer
pursuant to Section 2.01(c)) of any letters of credit held by the lender as beneficiary or assigned as security for the Mortgage
Loan, and, except as otherwise provided in the following paragraph, within 30 days following the Closing Date, the remaining
applicable documents referred to in Section 2.01(a) for each such Mortgage Loan or Serviced Companion Loan, in each
case with copies to the Master Servicer and (ii) the Master Servicer, on or before the Closing Date, all documents and records
that are part of each applicable Servicing File. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered,
as to any Mortgage Loan, the original Note, such Mortgage Loan Seller shall deliver a copy or duplicate original of such Note,
together with an affidavit certifying that the original thereof has been lost or destroyed and an indemnification in favor of
the Certificate Administrator, the Trustee and the Custodian.


 


If
the applicable Mortgage Loan Seller or the Depositor cannot deliver, or cause to be delivered, as to any Mortgage Loan (subject
to any qualifications provided for herein or in the related Mortgage Loan Purchase Agreement with respect to a Non-Serviced Mortgage
Loan), the original or a copy of any of the documents and/or instruments referred to in Section 2.01(a)(ii), Section 2.01(a)(iii),
Section 2.01(a)(v), Section 2.01(a)(viii), Section 2.01(a)(xiv) and Section 2.01(a)(xvi) and the UCC financing
statements and UCC assignments of financing statements referred to in Section 2.01(a)(xiii), with evidence of recording or
filing thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has
been delivered for recordation or filing, or because such original recorded or filed document has been lost or returned from the
recording or filing office and subsequently lost, as the case may be, the delivery requirements of Section 2.01 shall be
deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related
Mortgage File, provided that a copy of such document or instrument (without evidence of recording or filing thereon, but
certified (which certificate may relate to multiple documents and/or instruments) by the applicable public recording or filing
office, the applicable title insurance company or the related Mortgage Loan Seller to be a true and complete copy of the original
thereof submitted for recording or filing, as the case may be) has been delivered to the Custodian within 45 days after the Closing
Date, and either the original of such missing document or instrument, or a copy thereof, with evidence of recording or filing,
as the case may be, thereon, is delivered to the Custodian within 180 days after the Closing Date (or within such longer
period after the Closing Date so long as the related Mortgage Loan Seller has provided the Custodian with evidence of such recording
or filing, as the
case may be, or has certified to the Custodian as to the occurrence of such recording or filing, as the case may be, and is,
as certified to the Custodian no less often than quarterly, in good faith attempting to obtain from the appropriate county
recorder’s or filing office such original or copy, provided such extensions do not exceed 24 months in the
aggregate).


 


(c)          Notwithstanding
anything herein to the contrary, with respect to the documents referred to in Section 2.01(a)(xix) and Section 2.01(a)(xx)
of this Agreement, the


 






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Master Servicer shall hold (or the applicable Other Servicer with respect to any Non-Serviced Mortgage
Loan will hold) the original of each such document in trust on behalf of the Trust (or the applicable Other Trust with respect
to any Non-Serviced Mortgage Loan) in order to draw on such letter of credit on behalf of the Trust (or the applicable Other Trust
with respect to any Non-Serviced Mortgage Loan) and the applicable Mortgage Loan Seller shall be deemed to have satisfied the
delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01 of this Agreement by delivering
the original of each such document to the Master Servicer (or the applicable Other Servicer with respect to any Non-Serviced Mortgage
Loan) who shall forward a copy of the applicable document to the Custodian (or the custodian in the applicable Other Securitization
with respect to any Non-Serviced Mortgage Loan). The applicable Mortgage Loan Seller shall pay any costs of assignment or amendment
of such letter of credit (which amendment shall change the beneficiary of the letter of credit to the Trust (or the applicable
Other Trust with respect to any Non-Serviced Mortgage Loan) in care of the Master Servicer (or the applicable Other Servicer with
respect to any Non-Serviced Mortgage Loan)) required in order for the Master Servicer (or the applicable Other Servicer with respect
to any Non-Serviced Mortgage Loan) to draw on such letter of credit on behalf of the Trust (or the applicable Other Trust with
respect to any Non-Serviced Mortgage Loan). In the event that the documents specified in Section 2.01(a)(xx) of this
Agreement are missing with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loans) because the related assignment
or amendment documents have not been completed, the applicable Mortgage Loan Seller shall take all necessary steps to enable the
Master Servicer to draw on the related letter of credit on behalf of the Trust including, if necessary, drawing on the letter
of credit in its own name pursuant to written instructions from the Master Servicer and immediately remitting such funds (or causing
such funds to be remitted) to the Master Servicer.


 


(d)          With
respect to each Franchise Mortgage Loan, which are each subject to a franchise agreement with a related comfort letter in favor
of the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any
related comfort letter to the Trust or otherwise have a new comfort letter issued in the name of the Trust, the related Mortgage
Loan Seller or its designee will be required to provide any such required notice or make any such required request to the related
franchisor, with a copy of such notice or request to the Master Servicer, within 45 days of the Closing Date (or any shorter period
if required by the applicable comfort letter), notify the related franchisor that such 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), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such
replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under
the existing comfort letter).


 


(e)          Notwithstanding
anything to the contrary contained herein, with respect to any Joint Mortgage Loan, the obligations of the related Mortgage Loan
Seller to deliver a Note to the Trustee, or a Custodian on its behalf, shall be limited to delivery of only the Note held by such
party to the Trustee, or Custodian on its behalf. With respect to any Joint Mortgage Loan, the obligations of each Mortgage Loan
Seller 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 related Mortgage Loan Sellers may deliver one Mortgage File or one of
any other document required to be delivered with respect to the Joint Mortgage Loan


 






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hereunder and such delivery shall satisfy
such delivery requirements for each of the related Mortgage Loan Sellers.


 


Section 2.02          Acceptance
by Custodian and the Trustee. By its execution and delivery of this Agreement, the Trustee acknowledges the assignment
to it of the Mortgage Loans in good faith without notice of adverse claims and declares that the Custodian holds and will
hold such documents and all others delivered to it constituting the Mortgage File (to the extent the documents constituting
the Mortgage File are actually delivered to the Custodian) for any Mortgage Loan assigned to the Trustee hereunder in trust,
upon the conditions herein set forth, for the use and benefit of all present and future Certificateholders and Serviced
Companion Loan Noteholders.


 


The
Custodian hereby certifies to each of the Directing Holder, the Depositor, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer, the Operating Advisor and each Mortgage Loan Seller that except as identified in the Custodian’s
closing date certification, which shall be delivered no later than two Business Days after the Closing Date substantially in the
form attached as Exhibit N-1 to this Agreement, (i) each Note (or copy thereof, with respect to any Serviced
Companion Loan) is in its possession and has been reviewed by the Custodian and (A) appears regular on its face (handwritten
additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have
been executed (where appropriate) and (C) purports to relate to such Mortgage Loan and (ii) each of the documents specified
in Section 2.01(a)(ii), Section 2.01(a)(vii), Section 2.01(a)(xi) and Section 2.01(a)(xix) of this Agreement
have been received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable)
and have not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the
Mortgage Loans identified in the Mortgage Loan Schedule. If the Custodian does not send a closing date certification on the Closing
Date, it shall send an email confirmation to the Trustee and the Depositor that it has received all of the Notes (or copies or
lost note affidavits as permitted), subject to any exceptions noted therein, on the Closing Date.


 


On
or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following
the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date,
(ii) the day on which all material exceptions have been removed and (iii) the day on which the applicable Mortgage
Loan Seller (or, if applicable, its affiliate) has repurchased or substituted for the last affected Mortgage Loan), the
Custodian shall review each Mortgage File and shall certify to each of the Controlling Class Representative, the Depositor,
the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor and each
Mortgage Loan Seller in the form attached as Exhibit N-2 to this Agreement that all documents (other than
documents referred to in clauses (xix) and (xx) of Section 2.01(a) of this Agreement, which shall be delivered to
the Master Servicer and the documents referred to in clauses (iii), (v)(B) and (viii)(B) of Section 2.01(a) of
this Agreement and the assignments of financing statements referred to in clause (xiii) of Section 2.01(a) of
this Agreement, which shall be delivered for filing or recording by the related Mortgage Loan Seller as provided herein)
referred to in Section 2.01(a) above (in the case of the documents referred to in Section 2.01(a)(iv), (vi),
(viii), (ix), (x), (xii) through (xvi) and (xviii) through (xx) of this Agreement, as identified to it in writing as a
document required to be delivered by the related Mortgage Loan Seller) and any original recorded







 






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documents included in the delivery of a Mortgage File have been received, have been executed, appear to be what they purport to
be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise
defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In so doing, the Custodian
may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature
thereon. Notwithstanding the foregoing, with respect to any Non-Serviced Mortgage Loan, the Custodian shall only be required to
certify to each of the Controlling Class Representative, the Depositor, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer, the Operating Advisor and each Mortgage Loan Seller that the document set forth in Section 2.01(a)(i)(A)
has been received.


 


If
at the conclusion of such review any document or documents constituting a part of a Mortgage File have not been executed or received,
have not been recorded or filed (if required), are unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, appear
not to be what they purport to be or have been torn in any materially adverse manner or mutilated or otherwise defaced, the Custodian
shall promptly so notify (in the form attached as Exhibit M to this Agreement) the Trustee, the Directing Holder (but
only if no Consultation Termination Event has occurred and is continuing), the Depositor, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Operating Advisor and the related Mortgage Loan Seller by providing a written report, setting
forth for each affected Mortgage Loan, with particularity, the nature of the defective or missing document. The Depositor shall
or shall cause the related Mortgage Loan Seller to deliver to the Custodian an executed, recorded or undamaged document, as applicable,
or, if the failure to deliver such document in such form constitutes a Material Defect, the Depositor shall cause the related
Mortgage Loan Seller to cure, repurchase or substitute for the related Mortgage Loan in the manner provided in Section 2.03(e)
of this Agreement. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee
shall be responsible for any loss, cost, damage or expense to the Trust Fund resulting from any failure to receive any document
constituting a portion of a Mortgage File noted on such a report or for any failure by the Depositor to use its best efforts to
deliver any such document.


 


Contemporaneously
with its execution of this Agreement, the Depositor shall cause each Mortgage Loan Seller to deliver a power of attorney
substantially in the form of Exhibit C to the applicable Mortgage Loan Purchase Agreement to the Master Servicer and
Special Servicer, that permits such parties to take such other action as is necessary to effect the delivery, assignment
and/or recordation of any documents and/or instruments relating to any Mortgage Loan which have not been delivered, assigned
or recorded at the time required for enforcement by the Trust Fund. Pursuant to the related Mortgage Loan Purchase Agreement,
each of the Mortgage Loan Sellers will be required to effect (at the expense of the applicable Mortgage Loan Seller) the
assignment and recordation of its respective Loan Documents until the assignment and recordation of all such Loan Documents
has been completed.


In
reviewing any Mortgage File pursuant to the third preceding paragraph or Section 2.01 of this Agreement, the Master Servicer
shall have no responsibility to cause the Custodian or Trustee to, and the Custodian or Trustee will have no responsibility to,
examine any opinions or determine whether any document is legal, valid, binding, sufficient, duly authorized or enforceable, whether
the text of any assignment or endorsement is in proper or recordable


 


 






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form (except, if applicable, to determine if the Trustee
is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction,
whether a blanket assignment is permitted in any applicable jurisdiction, or whether any Person executing any document or rendering
any opinion is authorized to do so or whether any signature thereon is genuine.


 


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, as applicable,
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 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.


 


Section 2.03      Representations,
Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans. (a)  The Depositor hereby
represents and warrants that:


 


(i)           The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;


 


(ii)          The
Depositor has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has
the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including,
but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;


 


(iii)         This
Agreement has been duly and validly executed and delivered by the Depositor and assuming the due authorization, execution and
delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are
the legal, valid and binding obligations of the Depositor, enforceable in accordance with the terms of this Agreement, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws
relating to or affecting creditors’ rights generally, or by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law);


 


iv)         The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict
with any provision of its certificate of incorporation or bylaws, or any law or regulation to which the Depositor is
subject, or conflict with, result in a breach of or constitute a default under (or an event which with notice or lapse of
time or both would constitute a default under) any of the terms, conditions or provisions of any agreement or instrument to
which the Depositor is a party or by which it is bound, or any law, order or decree applicable to the Depositor, or result in
the creation or imposition of any lien on any of the Depositor’s assets or property, which would materially and
adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;


 






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(v)          The
certificate of incorporation of the Depositor provides that the Depositor is permitted to engage in only the following activities:


 


(A)          to
acquire, own, hold, sell, transfer, assign, pledge and otherwise deal with the following: (I) “fully-modified pass-through”
certificates (“GNMA Certificates”) issued and guaranteed as to timely payment of principal and interest by
the Government National Mortgage Association (“GNMA”), a wholly-owned corporate instrumentality of the United
States within the Department of Housing and Urban Development organized and existing under Title III of the National Housing Act
of 1934; (II) Guaranteed Mortgage Pass-Through Certificates (“FNMA Certificates”) issued and guaranteed
as to timely payment of principal and interest by FNMA; (III) Mortgage Participation Certificates (“FHLMC Certificates”)
issued and guaranteed as to timely payment of interest and ultimate or full payment of principal by FHLMC; (IV) any other
participation certificates, pass-through certificates or other obligations or interests backed directly or indirectly by mortgage
loans and issued or guaranteed by GNMA, FNMA or FHLMC (collectively with the GNMA Certificates, FNMA Certificates and FHLMC Certificates,
the “Agency Securities”); (V) mortgage-backed securities, which securities need not be issued or guaranteed,
in whole or in part, by any governmental entity, issued by one or more private entities (hereinafter referred to as “Private
Securities”); (VI) mortgage loans secured by first, second or more junior liens on one-to-four family residential
properties, multifamily properties that are either rental apartment buildings or projects containing five or more residential
units or commercial properties, regardless of whether insured or guaranteed in whole or in part by any governmental entity, or
participation interests or stripped interests in such mortgage loans (“Mortgage Loans”); (VII) conditional
sales contracts and installment sales or loan agreements or participation interests therein secured by manufactured housing (“Contract”);
and (VIII) receivables of third-parties or other financial assets of third-parties, either fixed or revolving, that by their
terms convert into cash within a finite time period (“Other Assets”);


 


(B)           to
loan its funds to any person under loan agreements and other arrangements which are secured by Agency Securities, Private Securities,
Mortgage Loans, Contracts and/or Other Assets;


 


(C)           to
authorize, issue, sell and deliver bonds or other evidences of indebtedness that are secured by Agency Securities, Private Securities,
Mortgage Loans, Contracts and/or Other Assets;


 


(D)           to
authorize, issue, sell and deliver certificates evidencing beneficial ownership interests in pools of Agency Securities, Private
Securities, Mortgage Loans, Contracts and/or Other Assets; and


 



(E)            to
engage in any activity and to exercise any powers permitted to corporations under the laws of the State of Delaware that are incident
to the foregoing and necessary or convenient to accomplish the foregoing.


 






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Capitalized
terms defined in this clause (v) shall apply only to such clause;


 


(vi)         There
is no action, suit, proceeding or investigation pending or threatened against the Depositor in any court or by or before any other
governmental agency or instrumentality which would materially and adversely affect the ability of the Depositor to carry out its
obligations under this Agreement;


 


(vii)        No
consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or
body, is required for the execution, delivery and performance by the Depositor of or compliance by the Depositor with this Agreement,
or if required, such approval has been obtained prior to the Cut-off Date; and


 


(viii)       The
Trustee, if not the owner of the related Mortgage Loan, will have a valid and perfected security interest of first priority in
each of the Mortgage Loans and any proceeds thereof.


 


(b)          The
Depositor hereby represents and warrants with respect to each Mortgage Loan that:


 


(i)           Immediately
prior to the transfer and assignment to the Trustee by the Depositor, the Note and the Mortgage were not subject to an assignment
or pledge, and the Depositor had good title to, and was the sole owner of, the Mortgage Loan and had full right to transfer and
sell the Mortgage Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest;
provided, that, in the case of a Non-Serviced Mortgage Loan, the related Mortgage has been (or will be) assigned to the
Other Trustee under the Other Pooling and Servicing Agreement for the benefit of the holders of securities issued in connection
with the related Other Securitization, as applicable;


 


(ii)          The
Depositor is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any
nature encumbering such Mortgage Loan;


 


(iii)         The
related Assignment of Mortgage constitutes the legal, valid and binding assignment of such Mortgage from the Depositor to the
Trustee, and any related Reassignment of Assignment of Leases, Rents and Profits constitutes the legal, valid and binding assignment
from the Depositor to the Trustee; and


 


(iv)         No
claims have been made by the Depositor under the lender’s title insurance policy, and the Depositor has not done anything
which would impair the coverage of such lender’s title insurance policy.


 



(c)          It
is understood and agreed that the representations and warranties set forth in this Section 2.03 shall survive delivery of
the respective Mortgage Files to the Custodian until the termination of this Agreement, and shall inure to the benefit of the
Certificateholders, any Serviced Companion Loan Noteholders, Certificate Administrator, the Trustee, the Custodian, the Master
Servicer and the Special Servicer.


 






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(d)          If
the Master Servicer or the Special Servicer (i) receives a Repurchase Communication of a request or demand for repurchase
or replacement of a Mortgage Loan because of a Breach or a Defect (each as defined below) (any such request or demand, a “Repurchase
Request”, and the Master Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request,
the “Repurchase Request Recipient” with respect to such Repurchase Request); (ii) receives a Repurchase Communication
of a withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”),
(iii) receives a Repurchase Communication that any Mortgage Loan that was subject to a Repurchase Request has been repurchased
or replaced (a “Repurchase”), or (iv) receives a Repurchase Communication of the rejection of a Repurchase
Request (a “Repurchase Request Rejection”), then such Person shall deliver written notice of such Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection (each such notice, a “Rule 15Ga-1
Notice”) to the Depositor and the related Mortgage Loan Seller, in each case within ten Business Days from such party’s
receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request
Rejection, as applicable; provided however, if the Master Servicer or the Special Servicer, as applicable, receives notice of
a Repurchase Request Withdrawal or Repurchase Request Rejection from the Master Servicer (in the case of the Special Servicer)
or the Special Servicer (in the case of the Master Servicer), the Master Servicer or the Special Servicer, as the applicable recipient
thereof from the other, shall have no obligation to deliver such notice to any other party.


 


Each
Rule 15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Communication
of the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, was received
and (iii) in the case of a Repurchase Request, (A) the identity of the Person making such Repurchase Request, (B) if
known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (C) a statement from the Repurchase
Request Recipient as to whether it currently plans to pursue such Repurchase Request.


 


No
Person that is required to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(d) (a
“Rule 15Ga-1 Notice Provider”) shall be required to provide any information in a Rule 15Ga-1
Notice protected by the attorney-client privilege or attorney work product doctrines. Each Mortgage Loan Purchase Agreement
will provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.03(d) is so provided only to
assist the related Mortgage Loan Seller, the Depositor and its Affiliates to comply with Rule 15Ga-1 under the Exchange
Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii) (A) no action
taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no information provided pursuant to this
Section 2.03(d) by a Rule 15Ga-1 Notice Provider, shall be deemed to constitute a waiver or defense to the exercise
of any legal right the Rule 15Ga-1 Notice Provider 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.


 


In
the event that the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor or the Custodian receives a Repurchase
Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward such


 






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Repurchase
Communication of such Repurchase Request or Repurchase Request Withdrawal to the Master Servicer, if relating to a Performing
Loan, or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement
in the related correspondence: “This is a “Repurchase Request [Withdrawal]” under Section 2.03(d) of the
Pooling and Servicing Agreement relating to the COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates
requiring action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”. Upon receipt
of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Master Servicer or the Special
Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient of such Repurchase Communication of
such Repurchase Request or Repurchase Request Withdrawal, and such party shall comply with the procedures set forth in this Section 2.03(d)
with respect to such Repurchase Request or Repurchase Request Withdrawal. In no event shall the Custodian, by virtue of this provision,
be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review
of the Mortgage File.


 


(e)          A
“Defect” shall exist with respect to a Mortgage Loan if any document constituting a part of the related Mortgage
File has not been delivered within the time periods provided for in the related Mortgage Loan Purchase Agreement, has not
been properly executed, is missing, does not appear to be regular on its face or contains information that does not conform
in any material respect with the corresponding information set forth in the Mortgage Loan Schedule. A “Breach”
shall mean a breach of any representation or warranty of any Mortgage Loan Seller made pursuant to the related Mortgage Loan
Purchase Agreement with respect to any Mortgage Loan. If any party hereto discovers or receives notice of a Defect or a
Breach, and if such Defect is a Material Defect or such Breach is a Material Breach, as applicable, then such party, on
behalf of the Trust Fund, shall give prompt written notice thereof to the related Mortgage Loan Seller, the other parties
hereto, the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website
pursuant to Section 3.14(d) of this Agreement), the related Serviced Companion Loan Noteholder (if any) and, for so long
as no Consultation Termination Event has occurred and is continuing, the Directing Holder. If any such Defect or Breach
materially and adversely affects the value of any Mortgage Loan, the value of the related Mortgaged Property or the interests
of the Trustee in any Mortgage Loan or Mortgaged Property, or causes the related Mortgage Loan to be other than a
“qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code, without regard to the rule of
Treasury Regulation Section 1.860G-2(f)(2) which causes a defective mortgage loan to be treated as a “qualified
mortgage”), then such Defect shall constitute a “Material Defect” or such Breach shall constitute a
“Material Breach,” as the case may be; provided, that if any of the documents specified in
Section 2.01(a)(i), Section 2.01(a)(ii), Section 2.01(a)(vii), Section 2.01(a)(xi) and
Section 2.01(a)(xix) of this Agreement are not delivered as required in the related Mortgage Loan Purchase Agreement, it
shall be deemed a Material Defect. The Custodian, the Certificate Administrator and the Trustee shall not be required to make
any such determination. Promptly upon receiving written notice of any such Material Defect or Material Breach with respect to
a Mortgage Loan, accompanied by a written demand to take the actions contemplated by this sentence from any party hereto, on
behalf of the Trust Fund, the applicable Mortgage Loan Seller (or, if applicable, its affiliate) shall, not later than
90 days from the applicable Mortgage Loan Seller’s receipt of such notice of such Material Defect or Material
Breach, as the case may be (or, in the case of a Material Defect or Material Breach relating to a


 






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Mortgage Loan not being a “qualified mortgage” as described in the second preceding
sentence, not later than 90 days after the Mortgage Loan Seller or any party hereto discovering such Material Defect or Material
Breach, provided that the related Mortgage Loan Seller has received notice in accordance with the terms of the related Mortgage
Loan Purchase Agreement) (any such 90-day period, the “Initial Resolution Period”), (i) cure the same
in all material respects, (ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price in conformity with
the applicable Mortgage Loan Purchase Agreement or (iii) substitute a Qualifying Substitute Mortgage Loan for such affected
Mortgage Loan (provided that, in no event shall such substitution occur later than the second anniversary of the Closing
Date) and pay to the Master Servicer for deposit into the Collection Account (or, with respect to any Serviced Loan Combination,
the applicable Serviced Loan Combination Collection Account) any Substitution Shortfall Amount in connection therewith; provided
that if (i) such Material Defect or Material Breach is capable of being cured but not within the Initial Resolution Period
or, with respect to the immediately preceding proviso, the time period set forth therein, (ii) such Material Defect or Material
Breach is not related to any Mortgage Loan’s not being a “qualified mortgage” within the meaning of the REMIC
Provisions and (iii) the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect
or Material Breach within the Initial Resolution Period, then the Mortgage Loan Seller shall have an additional period equal to
the applicable Resolution Extension Period to complete such cure or, failing such cure, to repurchase the Mortgage Loan or substitute
a Qualifying Substitute Mortgage Loan. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property
that is, in whole or in part, a hotel, restaurant (operated by a Borrower), healthcare facility, nursing home, assisted living
facility, self-storage facility, theatre or fitness center (operated by a Borrower), then the failure to deliver to the Custodian
copies of the UCC financing statements with respect to such Mortgage Loan shall not be a Material Defect. With respect to the
Joint Mortgage Loan, each Mortgage Loan Seller’s obligation shall be such Mortgage Loan Seller’s pro rata share based
on such Mortgage Loan Seller’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in
the Joint Mortgage Loan. With respect to a Non-Serviced Mortgage Loan, notwithstanding anything to the contrary above, any Defect
as such term is defined in the related Other Pooling and Servicing Agreement (other than a Defect related to the promissory note
for the related Companion Loan or any assignment(s) in favor of the applicable Other Trustee or any power of attorney related
thereto) will constitute a Defect under this Agreement, and there shall not be any other Defects with respect to such Non-Serviced
Mortgage Loans other than the failure to deliver the items in Section 2.01(a)(i)(A).


 


Notwithstanding
the foregoing, if there is a Material Breach or Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the applicable Mortgage Loan Seller (or, if applicable, its affiliate) will not be obligated to repurchase
the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release
provisions in the related Loan Documents (and such Mortgaged Property is, in fact, released), (ii) the remaining
Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Loan Documents and the Mortgage Loan Seller
provides an Opinion of Counsel to the effect that such release would not cause an Adverse REMIC Event to occur and
(iii) each applicable Rating Agency has provided a No Downgrade Confirmation.


 


If
a Mortgage Loan Seller, in connection with a Material Defect or a Material Breach (or an allegation of a Material Defect or a
Material Breach) pertaining to a Mortgage


 






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 Loan,
makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer
on behalf of the Trust (and with the consent of the Directing Holder if no Control Termination Event has occurred and is continuing)
(each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss
of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(e)
of this Agreement. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to
the Certificateholders and the Trustee on their behalf regarding any such Material Breach or Material Defect in lieu of any obligation
of the Mortgage Loan Seller to otherwise cure such Material Breach or Material Defect or repurchase or substitute for the affected
Mortgage Loan based on such Material Breach or Material Defect under any circumstances. This paragraph is intended to apply only
to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Trust, provided, that (i) prior
to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Trustee from exercising
any of its rights related to a Material Defect or a Material Breach in the manner and timing set forth in the related Mortgage
Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute
for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Repurchase Price of the affected Mortgage
Loan; and (iii) a Material Defect or a Material Breach as a result of a Mortgage Loan not constituting a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code may not be cured by a Loss of Value Payment. With respect
to any Joint Mortgage Loan, the applicable Mortgage Loan Seller’s obligation shall be such Mortgage Loan Seller’s
pro rata share based on such Mortgage Loan Seller’s percentage interest as of the date of the applicable Mortgage
Loan Purchase Agreement in such Joint Mortgage Loan.


 


If
(x) there exists a breach of any representation or warranty on the part of a Mortgage Loan Seller as set forth in, or
made pursuant to, certain representations set forth in the related Mortgage Loan Purchase Agreement relating to fees and
expenses payable by the Borrower associated with the exercise of a defeasance option, a waiver of a “due-on-sale”
provision or a “due-on-encumbrance” provision or the release of any Mortgaged Property, and (y) the related
Loan Documents specifically prohibit the Master Servicer or Special Servicer from requiring the related Borrower to pay such
fees and expenses, then, upon notice by the Master Servicer or Special Servicer, such Mortgage Loan Seller may cure such
breach by transferring to the Collection Account, within 90 days of the such Mortgage Loan Seller’s receipt of
such notice, the amount of any such fees and expenses borne by the Trust Fund that are the basis of such breach. Upon its
making such deposit, such Mortgage Loan Seller shall be deemed to have cured such breach in all respects. With respect to any
Joint Mortgage Loan, the applicable Mortgage Loan Seller’s obligation shall be such Mortgage Loan Seller’s pro
rata share based on such Mortgage Loan Seller’s percentage interest as of the date of the applicable Mortgage Loan
Purchase Agreement in such Joint Mortgage Loan. Provided such payment is made, this paragraph describes the sole remedy
available to the Trust regarding any such breach, regardless of whether it constitutes a Material Breach, and the related
Mortgage Loan Seller (or, if applicable, its affiliate) will not be obligated to repurchase or otherwise cure such
breach.


 


(f)           In
connection with any repurchase of or substitution for a Mortgage Loan contemplated by this Section 2.03, (A) the Custodian,
the Master Servicer (with respect to any Performing Loan) and the Special Servicer (with respect to any Specially Serviced Loan)
shall


 






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each tender to the applicable Mortgage Loan Seller all portions of the Mortgage File (in the case of the Custodian) and
the Servicing File (in the case of the Master Servicer and the Special Servicer, as applicable) and any and all other documents
pertaining to such Mortgage Loan possessed by it, upon delivery (i) to each of the Master Servicer or the Special Servicer,
as applicable, of a trust receipt and (ii) to the Custodian by the Master Servicer or the Special Servicer, as applicable,
of a Request for Release and an acknowledgement by the Master Servicer or Special Servicer, as applicable, of its receipt of the
Repurchase Price or the Substitution Shortfall Amount from the applicable Mortgage Loan Seller, (B) each document that constitutes
a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned without recourse in the
form of endorsement or assignment provided to the Custodian by the applicable Mortgage Loan Seller, as the case may be, to the
applicable Mortgage Loan Seller as shall be necessary to vest in the applicable Mortgage Loan Seller the legal and beneficial
ownership of such Mortgage Loan to the extent such ownership was transferred to the Trustee (provided, that the Master
Servicer or Special Servicer, as applicable, shall use reasonable efforts to cooperate in furnishing necessary information to
the extent in its possession to the Mortgage Loan Seller in connection with such Mortgage Loan Seller’s preparation of such
endorsement or assignment) and (C) the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
shall release, or cause a release of, any escrow payments and reserve funds held by the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer, as applicable, or on the Trustee’s, the Certificate Administrator’s,
the Master Servicer’s and the Special Servicer’s, as applicable, behalf, in respect of such Mortgage Loan to the applicable
Mortgage Loan Seller.


 


(g)          The
Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans)
shall, for the benefit of the Certificateholders and the Trustee, use reasonable efforts to enforce the obligations of the
applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, shall be carried out in accordance with the Servicing
Standard. The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as the case may be, shall
be reimbursed for the reasonable costs of such enforcement: first, pursuant to Section 3.06 of this Agreement
(with respect to the related Mortgage Loan), out of the related Repurchase Price or Substitution Shortfall Amount, as
applicable, to the extent that such expenses are a specific component thereof; and second, if at the conclusion of
such enforcement action it is determined that the amounts described in clause first are insufficient, then
pursuant to Section 3.06 of this Agreement, out of general collections on the Mortgage Loans on deposit in the
Collection Account in each case with interest thereon at the Advance Rate from the time such expense was incurred to, but
excluding, the date such expense was reimbursed. To the extent the applicable Mortgage Loan Seller prevails in such
proceeding, such Mortgage Loan Seller shall be entitled to reimbursement from the Trust for all necessary and reasonable
costs and expenses incurred in connection with such proceeding, including reasonable attorneys’ fees.


 


So
long as document exceptions are outstanding, on each anniversary of the Closing Date, the Custodian shall prepare and forward
to the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Controlling Class Representative (as identified to the Custodian by the Certificate Administrator) and the applicable Mortgage
Loan Seller, a document exception report setting forth the then




 






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current status of any Defects related to the Mortgage Files pertaining
to the Mortgage Loans sold by such Mortgage Loan Seller.


 


As
to any Qualifying Substitute Mortgage Loan, the Master Servicer (with respect to Performing Loans) or the Special Servicer (with
respect to Specially Serviced Loans and REO Properties) shall direct the related Mortgage Loan Seller to deliver to the Custodian
for such Qualifying Substitute Mortgage Loan (with a copy to the Master Servicer or Special Servicer, as applicable), the related
Mortgage File with the related Note endorsed as required by Section 2.01(a)(i) hereof. Monthly Payments due with respect
to Qualifying Substitute Mortgage Loans in or prior to the month of substitution shall not be part of the Trust Fund and, if received
by the Master Servicer, shall be remitted by the Master Servicer to the related Mortgage Loan Seller on the next succeeding Distribution
Date. For the month of repurchase or substitution, distributions to Certificateholders will include the Monthly Payment(s) due
on the related Removed Mortgage Loan, if and to the extent received by the Master Servicer or the Special Servicer on behalf of
the Trust on or prior to the related date of repurchase or substitution, as applicable, and such Mortgage Loan Seller shall be
entitled to retain all amounts received thereafter in respect of such Removed Mortgage Loan.


 


In
any month in which a Mortgage Loan Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Removed
Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amount and promptly notify the Certificate
Administrator thereof. Promptly upon receipt of such notice, the Certificate Administrator shall direct such Mortgage Loan Seller
to deposit into the Collection Account and/or the applicable Serviced Loan Combination Collection Account, as applicable, cash
equal to such amount concurrently with the delivery of the Mortgage Files for such Qualifying Substitute Mortgage Loans, without
any reimbursement thereof. The Certificate Administrator shall also direct such Mortgage Loan Seller to give written notice to
the Depositor, the Trustee, the Master Servicer and the Special Servicer of such deposit. The Certificate Administrator shall
cause its Distribution Date Statement to reflect the removal of each Removed Mortgage Loan and, if applicable, the substitution
of the Qualifying Substitute Mortgage Loan. Upon any such substitution, the Qualifying Substitute Mortgage Loans shall be subject
to the terms of this Agreement in all respects.


 


It
is understood and agreed that Section 6 of the Mortgage Loan Purchase Agreements provides the sole remedy available to the
Certificateholders and the Trustee on behalf of the Certificateholders respecting any Breach (including a Breach with respect
to a Mortgage Loan failing to constitute a Qualified Mortgage) or any Defect.


 


(h)          In
the event that any litigation is commenced which alleges facts which, in the judgment of the Depositor, could constitute a breach
of any of the Depositor’s representations and warranties relating to the Mortgage Loans, the Depositor hereby reserves the
right to conduct the defense of such litigation at its expense and shall not be required to obtain any consent from the Master
Servicer, the Special Servicer or the Directing Holder, unless such defense results in any liability of the Master Servicer, the
Special Servicer or the Directing Holder, as applicable.


 


(i)           If
for any reason a Mortgage Loan Seller fails to fulfill its obligations under the related Mortgage Loan Purchase Agreement with
respect to any Mortgage Loan, the


 






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Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to
Specially Serviced Loans) shall use reasonable efforts in enforcing any obligation of such Mortgage Loan Seller to cure, repurchase
or substitute for such Mortgage Loan under the terms of the related Mortgage Loan Purchase Agreement all at the expense of such
Mortgage Loan Seller.


 


(j)           Notwithstanding
anything to the contrary contained in this Agreement, for the purposes of Section 2.03 of this Agreement and any provision
relating to repurchase and substitution obligations for a Material Breach or Material Defect, with respect to any Joint Mortgage
Loan, the obligations of each of the applicable Mortgage Loan Sellers to repurchase or substitute such Joint Mortgage Loan shall
be limited to a repurchase, substitution or Loss of Value Payment with respect to the 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
Mortgage Loan Sellers with respect to the Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase
Agreement that also cures the Material Defect or Material Breach with respect to the entire related Joint Mortgage Loan shall
satisfy the cure obligations of both Mortgage Loan Sellers with respect to such Joint Mortgage Loan.


 


Section 2.04            Representations,
Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the
Operating Advisor. (a) The Master Servicer, as Master Servicer, hereby represents and warrants with respect to
itself to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Depositor, the Certificate
Administrator, the Special Servicer, the Operating Advisor and the Serviced Companion Loan Noteholders, as of the Closing
Date, that:


 


(i)           The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each state (within the United States of America)
in which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this
Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents or
(B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Master
Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely
affect either the ability of the Master Servicer to perform its obligations under this Agreement or its financial
condition;


 


(iii)         The
Master Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly
executed and delivered this Agreement;


 






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(iv)         This
Agreement, assuming due authorization, execution and delivery by the Trustee, the Paying Agent, the Certificate Administrator,
the Operating Advisor, the Special Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to applicable bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Master Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand
of any federal, state, municipal or governmental agency, which default, in the Master Servicer’s reasonable judgment is
likely to materially and adversely affect the financial condition or operations of the Master Servicer or its properties taken
as a whole or its ability to perform its duties and obligations hereunder;


 


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


 


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


 


(viii)       Each
officer and employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage
Loans or Serviced Loan Combinations is covered by errors and omissions insurance and the fidelity bond in the amounts and with
the coverage required by this Agreement.


 


(b)          The
Special Servicer, as Special Servicer, hereby represents and warrants to and covenants with the Trustee, for its own benefit and
the benefit of the Certificateholders, and to the Depositor, the Certificate Administrator, the Master Servicer, the Operating
Advisor and the Serviced Companion Loan Noteholders, as of the Closing Date, that:


 


(i)           The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Florida, and the Special Servicer is in compliance with the laws of each state (within the United States of America) in
which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;




 






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(ii)          The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents or (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or its financial condition;


 


(iii)         The
Special Servicer has the full limited liability company power and authority to enter into and consummate all transactions to be
performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement,
and has duly executed and delivered this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the Trustee, the Operating Advisor, the Certificate Administrator,
the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable
against the Special Servicer in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization,
receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Special Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand
of any federal, state, municipal or governmental agency, which default, in the Special Servicer’s reasonable judgment is
likely to materially and adversely affect its ability to perform its duties and obligations hereunder;


 


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


 


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


 






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(viii)       Each
officer and employee of the Special Servicer that has responsibilities concerning the servicing and administration of Mortgage
Loans or Serviced Loan Combinations is covered by errors and omissions insurance and the fidelity bond in the amounts and with
the coverage required by this Agreement.


 


(c)          It
is understood and agreed that the representations and warranties set forth in this Section shall survive delivery of the
respective Mortgage Files to the Custodian on behalf of the Trustee until the termination of this Agreement, and shall inure to
the benefit of the Trustee, the Depositor, the Certificate Administrator, the Operating Advisor, the Serviced Companion Loan Noteholders
and the Master Servicer or Special Servicer, as the case may be. Upon discovery by the Depositor, a Responsible Officer of the
Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor or a Responsible Officer of the Trustee
(or upon written notice thereof from any Certificateholder) of a breach of any of the representations and warranties set forth
in this Section which materially and adversely affects the interests of the Certificateholders, the Certificate Administrator,
the Master Servicer, Special Servicer, the Operating Advisor, the Serviced Companion Loan Noteholders or the Trustee in any Mortgage
Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, the Serviced Companion Loan
Noteholders and the Mortgage Loan Sellers.


 


(d)          The
Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Serviced Companion Loan Noteholders 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, authority and legal right to own its properties and conduct its business as presently conducted
and to execute, deliver and perform the terms of this Agreement.


 


(ii)           This
Agreement has been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery
by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Trustee in accordance with
its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting
the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement
is considered in a proceeding in equity or at law).


 


(iii)         Neither
the execution and delivery of this Agreement by the Trustee nor the consummation by the Trustee of the transactions herein
contemplated to be performed by the Trustee, nor compliance by the Trustee with the provisions hereof, will conflict with or
result in a breach of, or constitute a default under, any of the provisions of any applicable
law (subject to the appointment in accordance with such applicable law of any co-Trustee or separate Trustee required
pursuant to this Agreement), governmental rule, regulation, judgment, decree or order binding on the Trustee or its
properties or the organizational documents of the Trustee or the terms of any material agreement, instrument or indenture to
which the Trustee is a party or by which it is bound which, in the Trustee’s good faith and reasonable judgment, is
likely to affect materially and adversely the ability of the Trustee to perform its obligations under this
Agreement.


 






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(iv)         The
Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance
with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court binding on
the Trustee or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result
in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that would
materially and adversely affect the ability of the Trustee to perform its obligations under this Agreement.


 


(v)          No
consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or
body, is required for the execution, delivery and performance by the Trustee of or compliance by the Trustee with this Agreement,
or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially adverse
effect on the Trustee’s ability to perform its obligations hereunder.


 


(vi)         To
the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit its
entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification
Agreement, dated the Pricing Date, between the Trustee, the Depositor and the Underwriters.


 


(e)          The
Certificate Administrator hereby represents and warrants to the Depositor, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor and the Serviced Companion Loan Noteholders 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, authority and legal right to own its properties and conduct its business as
presently conducted and to execute, deliver and perform the terms of this Agreement.


 


(ii)          This
Agreement has been duly authorized, executed and delivered by the Certificate Administrator and, assuming due authorization, execution
and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Certificate
Administrator in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at law).


 


(iii)         Neither
the execution and delivery of this Agreement by the Certificate Administrator nor the consummation by the Certificate Administrator
of the transactions herein contemplated to be performed by the Certificate Administrator, nor compliance by the Certificate Administrator
with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions
of any applicable law, governmental rule, regulation, judgment, decree or order binding on the Certificate Administrator or its
properties or the organizational documents of the Certificate


 






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Administrator or the terms of any material agreement, instrument
or indenture to which the Certificate Administrator is a party or by which it is bound which, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Certificate Administrator
to perform its obligations under this Agreement.


 


(iv)         The
Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court binding on the Certificate Administrator or any law, order or regulation of any federal, state, municipal
or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which,
in any such event, would have consequences that are likely to affect materially and adversely the ability of the Certificate Administrator
to perform its obligations under this Agreement.


 


(v)          No
consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or
body, is required for the execution, delivery and performance by the Certificate Administrator of or compliance by the Certificate
Administrator with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which, if not
obtained, would have a materially adverse effect on the Certificate Administrator’s ability to perform its obligations hereunder.


 


(vi)         To
the best of the Certificate Administrator’s knowledge, no litigation is pending or threatened against the Certificate Administrator
which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement
or the Indemnification Agreement, dated the Pricing Date, between the Certificate Administrator, the Depositor and the Underwriters.


 


(f)           The
Operating Advisor hereby represents and warrants to the Trustee, the Depositor, the Certificate Administrator, the Master Servicer,
the Special Servicer and the Serviced Companion Loan Noteholders, as of the Closing Date, that:


 


(i)           The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of New York and has full power, authority and legal right to own its properties and conduct its business as presently conducted
and to execute, deliver and perform the terms of this Agreement.


 


(ii)          The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this
Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents or
(B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating
Advisor or its property is subject, which, in the case of either (B) or (C), is likely to




 






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materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)         The
Operating Advisor has the full limited liability company power and authority to enter into and consummate all transactions to
be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement,
and has duly executed and delivered this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer, and the Depositor, constitutes a valid, legal and binding obligation of the Operating Advisor, enforceable
against the Operating Advisor in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization,
receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          The
Operating Advisor is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand
of any federal, state, municipal or governmental agency, which default, in the Operating Advisor’s reasonable judgment,
is likely to materially and adversely affect the financial condition or operations of the Operating Advisor or its properties
taken as a whole or its ability to perform its duties and obligations hereunder;


 


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


 


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


 


Section 2.05            Execution
and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage
Files are actually delivered to the Custodian), subject to the provisions of Section 2.01 and Section 2.02 of this Agreement
and, concurrently with such delivery, (i) acknowledges and hereby declares that it holds the Mortgage Loans (excluding the
Excess Interest) for the benefit of (y) the Holders of the Class LR Certificates and (z) the Lower-Tier REMIC as holder of
such portions of the Mortgage Loans; (ii) acknowledges and hereby declares that it holds Excess





 






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Interest for the benefit of the
Holders of the Class V Certificates; (iii) acknowledges the issuance of the Lower-Tier Regular Interests and the Class LTR
Interest represented thereby and has caused to be executed and caused to be authenticated and delivered to or upon the order of
the Depositor, or as directed by the terms of this Agreement, the Class LR Certificates in authorized denominations, in each
case registered in the names set forth in such order or as so directed in this Agreement and duly authenticated by the Authenticating
Agent; (iv) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC and hereby
declares that it holds the Lower-Tier Regular Interests on behalf of the Upper-Tier REMIC and the Holders of the Certificates
(other than the Class V and Class LR Certificates); (v) in exchange for the Lower-Tier Regular Interests, has caused
to be executed and caused to be authenticated and delivered to or upon the order of the Depositor, or as directed by the terms
of this Agreement, the Regular Certificates and Class R Certificates in authorized denominations; and (vi) has caused
to be executed and authenticated and delivered to, or on the order of the Depositor, or as directed by the terms of this Agreement,
the Class V Certificates in authorized denominations, in each case registered in the name set forth in such order or as so directed
in this Agreement and duly authenticated by the Authenticating Agent, the Depositor hereby acknowledges the receipt by it or its
designees of the Regular Certificates and the Residual Certificates, which Certificates evidence ownership of the entire Trust
Fund.


 


The
Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without
recourse all the right, title and interest of the Depositor in and to the Excess Interest to the Trustee for the benefit of the
holders of the Class V Certificates. The Trustee (i) acknowledges the assignment to it of the Excess Interest, (ii) declares that
it holds and will hold the Excess Interest in trust for the exclusive use and benefit of all present and future Holders of the
Class V Certificates and (iii) has caused the Certificate Administrator to execute, and has caused the Authenticating Agent to
authenticate and to deliver to or upon the order of the Depositor, in exchange for the Excess Interest, and the Depositor hereby
acknowledges the receipt by it or its designees of the Class V Certificates in authorized Denominations.


 


Section 2.06            Miscellaneous
REMIC and Grantor Trust Provisions. (a)  The Lower-Tier Regular Interests issued hereunder are hereby designated as
the “regular interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and
the Class LR Certificates, are hereby designated as the sole class of “residual interests” in the Lower-Tier
REMIC within the meaning of Section 860G(a)(2) of the Code. The Regular Certificates are hereby designated as
“regular interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the
Class R Certificates are hereby designated as the sole Class of “residual interests” in the Upper-Tier REMIC
within the meaning of Section 860G(a)(2) of the Code. The Closing Date is hereby designated as the “Startup
Day” of each Trust REMIC within the meaning of Section 860G(a)(9) of the Code. The “latest possible maturity
date” of the Lower-Tier Regular Interests and the Regular Certificates for purposes of Section 860G(a)(l) of the
Code is the Rated Final Distribution Date.


 


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




 






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 (c)          The
Class V Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class V
Specific Grantor Trust Assets. The Grantor Trust shall be treated as a “grantor trust” within the meaning of subpart
E, part I of subchapter J of the Code.


 


Article III



ADMINISTRATION AND SERVICING

OF THE TRUST FUND


 


Section 3.01            The
Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans and
the Serviced Companion Loans. (a) The Master Servicer (generally with respect to Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans) and the Special Servicer (generally with respect
to Specially Serviced Loans and Serviced REO Loans), each as an independent contractor servicer, shall service and administer
the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loans on behalf of the Trust Fund and the
Trustee (as Trustee for the Certificateholders) and, in the case of any Serviced Loan Combination, the related Serviced Companion
Loan Noteholders, (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable,
constituted a single lender (and with respect to any Serviced Loan Combination with a related Serviced Subordinate Companion Loan,
taking into account the subordinate nature of such Serviced Subordinate Companion Loan)), in each case, in accordance with the
Servicing Standard.


 


The
Master Servicer’s or Special Servicer’s liability for actions and omissions in its capacity as Master Servicer or
Special Servicer, as the case may be, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.03
hereof). To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement, the Master
Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Notes;
provided that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or
Special Servicer of the collectability of the Mortgage Loans or the Serviced Companion Loans. Subject only to the Servicing Standard,
the Master Servicer and Special Servicer shall have full power and authority, acting alone or through sub-servicers (subject to
paragraph (c) of this Section 3.01, to the related sub-servicing agreement with each sub-servicer and to Section 3.01(e)
of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration that it
may deem consistent with the Servicing Standard and, in its reasonable judgment, in the best interests of the Certificateholders,
including, without limitation, with respect to each Mortgage Loan
(other than any Non-Serviced Mortgage Loan, and in the case of the Serviced Loan Combinations, in the best interests of the Certificateholders
and the Serviced Companion Loan Noteholders, as a collective whole as if such Certificateholders and (with respect to a Serviced
Loan Combination) Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Loan Combination
with a related Serviced Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion
Loan)) to prepare, execute and deliver, on behalf of the Certificateholders and Serviced Companion Loan Noteholders and the Trustee
or any of them: (i) any and all financing




 






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statements, continuation statements and other documents or instruments necessary to maintain the lien on each
Mortgaged Property and related collateral; (ii) any modifications, waivers, consents or amendments to or with respect to
any documents contained in the related Mortgage File; and (iii) any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, and all other comparable instruments, with respect to such Mortgage Loans and the
Mortgaged Properties. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend,
waive or otherwise consent to any change of the terms of any Mortgage Loan except under the circumstances described in Section 3.03,
Section 3.09, Section 3.10, Section 3.24, Section 3.24, Section 3.26 and Section 3.27 hereof. The
Master Servicer (with respect to Mortgage Loans (other than a Non-Serviced Mortgage Loan) and Serviced Companion Loans that are
not Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans and Serviced REO Loans) shall
provide to the Borrowers related to such Mortgage Loans that it is servicing any reports required to be provided to them pursuant
to the related Loan Documents. Subject to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written
request of a Servicing Officer, execute and deliver to the Master Servicer and Special Servicer, as applicable, any powers of
attorney (in the form attached hereto as Exhibit CC-1 and Exhibit CC-2, as applicable, or such other form as
mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents (including
but not limited to other powers of attorney) prepared by the Master Servicer and Special Servicer, as applicable, and necessary
or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer, as applicable, to carry
out their servicing and administrative duties hereunder. The Trustee shall not be held liable for any misuse of any such power
of attorney or such other documents by the Master Servicer and Special Servicer, as applicable. Notwithstanding anything contained
herein to the contrary, none of the Master Servicer or the Special Servicer shall, without the Trustee’s written consent:
(i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s
or the Special Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable
jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction
(provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written
notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required
in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard)
prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate
the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity); or (ii) take any action
with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.


 


(b)          Unless
otherwise provided in the related Note or related Intercreditor Agreement, the Master Servicer shall apply any partial Principal
Prepayment received on a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan, as applicable, on
a date other than a Due Date to the Stated Principal Balance of such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
Serviced Companion Loan, as applicable, as of the Due Date immediately following the date of receipt of such partial Principal
Prepayment. Unless otherwise provided in the related Note or related Intercreditor Agreement, the Master Servicer shall apply
any amounts received on U.S. Treasury obligations in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Companion Loan, as


 






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applicable, being defeased pursuant to its terms to the Stated Principal Balance of and interest on such Mortgage
Loan or Serviced Companion Loan, as applicable, as of the Due Date immediately following the receipt of such amounts.


 


(c)          The
Master Servicer and the Special Servicer, may enter into Sub-Servicing Agreements with third parties with respect to any of its
respective obligations hereunder, provided that (i) any such agreement requires the Sub-Servicer to comply in all
material respects with all of the applicable terms and conditions of this Agreement and shall be consistent with the provisions
of this Agreement, the terms of the respective Loan Documents and, in the case of a Serviced Companion Loan, the related Intercreditor
Agreement, (ii) if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, any such agreement provides
that (x) the failure of such Sub-Servicer to comply with any of the requirements under Article X of this Agreement applicable
to such Sub-Servicer, including the failure to deliver any reports or certificates at the time such report or certification is
required under Article X and (y) 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 other series
of certificates offered by the Depositor shall constitute an event of default by such Sub-Servicer upon the occurrence of which
the Master Servicer shall (and the Depositor may) immediately terminate the related Sub-Servicer under the related Sub-Servicing
Agreement, which termination shall be deemed for cause, (iii) no Sub-Servicer retained by the Master Servicer or the Special
Servicer, as applicable, shall grant any modification, waiver or amendment to any Mortgage Loan or Serviced Companion Loan, as
applicable, or foreclose any Mortgage without the approval of the Master Servicer or the Special Servicer, as applicable, which
approval shall be given or withheld in accordance with the procedures set forth in Section 3.09, Section 3.10, Section 3.24,
Section 3.24, Section 3.26, Section 3.27, (as applicable), (iv) such agreement shall be consistent with the
Servicing Standard and (v) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer
is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement
is entered into, is not a Prohibited Party. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties
to agents or Subcontractors so long as the related agreements or arrangements with such agents or Subcontractors are consistent
with the provisions of this Section 3.01(c) (including, for the avoidance of doubt, that no such agent or Subcontractor is
a Prohibited Party, if such agent or Subcontractor would be a Servicing Function Participant, at the time the related sub-servicing
agreement is entered into). Any monies received by a Sub-Servicer pursuant to a Sub-Servicing agreement (other than sub-servicing
fees) shall be deemed to be received by the Master Servicer on the date received by such Sub-Servicer.


 


Any
Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, as applicable, shall provide that it may
be assumed by the Trustee (in its sole discretion, but must be assumed with respect to any Mortgage Loan Seller Sub-Servicer so
long as such Mortgage Loan Seller Sub-Servicer is not in default under the applicable Sub-Servicing Agreement) if the Trustee
has assumed the duties of the Master Servicer or the Special Servicer, respectively, or any successor Master Servicer or Special
Servicer, as applicable, without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party
of the obligations, except to the extent they arose prior to the date of assumption, of the Master Servicer or the Special Servicer,
as applicable, pursuant to Section 7.02 (it being understood that any such


 






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obligations shall be the obligations of the terminated
Master Servicer or Special Servicer, as applicable, only).


 


Any
Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans or the Serviced Companion Loan
involving a Sub-Servicer, shall be deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer
alone, and the Trustee, the Certificate Administrator, the Trust Fund, the Operating Advisor, the Certificateholders and, if applicable,
Serviced Companion Loan Noteholders shall not be deemed parties thereto and shall have no claims, rights (except as specified
below), obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(c)(ii) and
Section 3.01(d).


 


Any
Sub-Servicing Agreement as to which a Mortgage Loan Seller required the Master Servicer to enter into shall provide that the Master
Servicer (and any successor Master Servicer) or Trustee may only terminate the related Mortgage Loan Seller Sub-Servicer for cause
pursuant to such Sub-Servicing Agreement and as otherwise specified in such Sub-Servicing Agreement.


 


In
the case of the Limited Sub-Servicing Agreement, dated August 5, 2015, between the Master Servicer and Berkley Point Capital LLC
(“Berkeley Point”), in the event such agreement is terminated, the Master Servicer shall continue to pay to
Berkeley Point the servicing fees that would have been due to Berkeley Point under such agreement as though such agreement remained
in full force and effect; provided that such servicing fees shall be paid solely out of the Servicing Fee and only for so long
as the Master Servicer receives a Servicing Fee pursuant to this Agreement.


 


Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.01, in no event shall the Trust Fund, the Trustee, the Certificate
Administrator, the Depositor or any Serviced Companion Loan Noteholder bear any termination fee required to be paid to any Sub-Servicer
as a result of the termination of any Sub-Servicing Agreement.


 


Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for
the performance by third parties of any or all of its obligations herein, without the consent of the Directing Holder for so long
as no Control Termination Event has occurred and is continuing, except to the extent necessary for the Special Servicer to comply
with applicable regulatory requirements.


 


(d)          If
the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer, or if the Trustee or any successor
Special Servicer assumes the obligations of the Special Servicer,
in each case in accordance with Section 7.02, the Trustee, the successor Master Servicer or such successor Special Servicer,
as applicable, to the extent necessary to permit the Trustee, the successor Master Servicer or such successor Special Servicer,
as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee, the successor
Master Servicer or such successor Special Servicer, as applicable, succeed to all of the rights and obligations of the Master
Servicer or the Special Servicer, as applicable, under any Sub-Servicing Agreement entered into by the Master Servicer or the
Special Servicer, as applicable, pursuant to Section 3.01(c). In such event, such successor shall be deemed to have assumed
all of the Master Servicer’s or the Special Servicer’s interest, as




 






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applicable, therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or the Special
Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as
applicable, as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned
to such successor, except that the Master Servicer or the Special Servicer, as applicable, shall not thereby be relieved of any
liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of such successor.


 


If
the Trustee or any successor Master Servicer or Special Servicer, as applicable, assumes the servicing obligations of the Master
Servicer or the Special Servicer, as applicable, then upon request of such successor, the Master Servicer or Special Servicer,
as applicable, shall at its own expense (except (i) in the event that the Special Servicer is terminated pursuant to Section 3.22(b),
at the expense of the Certificateholders effecting such termination, as applicable; or (ii) in the event that the Master
Servicer or the Special Servicer is terminated pursuant to Section 6.04(c), at the expense of the Trust) deliver to such
successor all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans and/or the Serviced Companion
Loans, as applicable, then being serviced hereunder or thereunder and an accounting of amounts collected and held by it, if any,
and shall otherwise use commercially reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement
to such successor. Neither the Master Servicer nor the Special Servicer shall be required to assume the obligations of the other
and nothing in this paragraph shall imply otherwise.


 


(e)          The
parties hereto acknowledge that each Loan Combination is subject to the terms and conditions of the related Intercreditor Agreement
and, with respect to a Non-Serviced Mortgage Loan, further subject to the servicing under and all other terms and conditions of
the Other Pooling and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of each
Companion Loan Noteholder under the related Intercreditor Agreement, including, without limitation with respect to (A) the
allocation of collections (and all other amounts received in connection with the related Loan Combination) on or in respect of
the related Mortgage Loan and (B) the allocation of Default Interest on or in respect of the related Mortgage Loan.


 


Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special
Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to the Serviced Loan Combinations are limited by and subject to the terms of the related Intercreditor
Agreement and, with respect to any Non-Serviced Mortgage Loan, the rights of the Other Servicer and the Other Special
Servicer under the Other Pooling and Servicing Agreement. The Master
Servicer shall, consistent with the applicable Servicing Standard, enforce the rights of the Trustee (as holder of a
Non-Serviced Mortgage Loan) under the related Intercreditor Agreement and the Other Pooling and Servicing Agreement. The
parties hereto acknowledge that each Non-Serviced Loan Combination and any related REO Property are being serviced and
administered under the related Other Pooling and Servicing Agreement and the Other Servicer will make any property advances
required thereunder in respect of such Non-Serviced Loan Combination and remit collections on the Non-Serviced Mortgage Loan
to or on behalf of the Trust. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee
shall have any obligation or authority to supervise the related Other Servicer, the related Other Special Servicer


 






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or the related Other Trustee or to make
Property Advances with respect to any such Non-Serviced Loan Combination. Although each Non-Serviced Loan Combination is being
serviced under the related Other Pooling and Servicing Agreement, the Controlling Class Representative may have certain information
and consultation rights relating to the servicing of the Non-Serviced Loan Combination pursuant to the terms of the related Intercreditor
Agreement and the related Other Pooling and Servicing Agreement. Any obligation of the Master Servicer or Special Servicer, as
applicable, to provide information and collections to the Trustee, the Certificate Administrator and the Certificateholders with
respect to any Non-Serviced Loan Combination shall be dependent on its receipt of the corresponding information and collections
from the related Other Servicer or the related Other Special Servicer. Nothing herein shall be deemed to override the provisions
of an Intercreditor Agreement with respect to the rights of the related noteholders thereunder and with respect to the servicing
and administrative duties and obligations with respect to such Non-Serviced Loan Combinations. In the event of any inconsistency
or discrepancy between the provisions, terms or conditions of an Intercreditor Agreement related to a Non-Serviced Loan Combination
and the provisions, terms or conditions of this Agreement, the related Intercreditor Agreement shall govern.


 


If
any Mortgage Loan included in any Serviced Loan Combination is no longer part of the Trust Fund and the servicing and
administration of such Serviced Loan Combination is to be governed by a separate servicing agreement and not by this
Agreement, the Master Servicer and, if such Serviced Loan Combination is then being specially serviced hereunder, the Special
Servicer, shall continue to act in such capacities under such separate servicing agreement, which agreement shall be
reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall contain servicing and
administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the
corresponding provisions of this Agreement, except that such Serviced Loan Combination and the related Mortgaged Property
shall be serviced as if they were the sole assets serviced and administered thereunder and the sole source of funds
thereunder and except that there shall be no further obligation of any Person to make P&I Advances. All amounts due the
Master Servicer and the Special Servicer (including Advances and interest thereon) pursuant to this Agreement and the
applicable Intercreditor Agreement shall be paid to the Master Servicer and the Special Servicer by the successor Master
Servicer or Special Servicer, as applicable, or as an Additional Trust Fund Expense on the first Servicer Remittance Date
following termination. In addition, until such time as a separate servicing agreement with respect to such Serviced Loan
Combination and any related Serviced REO Property has been entered into and, notwithstanding that neither such Mortgage
Loan nor any related Serviced REO Property is part of the Trust Fund, the Custodian shall continue to hold the Mortgage File
and the Master Servicer and, if applicable, the Special Servicer shall (subject to the preceding sentence) continue to
service such Serviced Loan Combination or any related Serviced REO Property, as the case may be, under this Agreement as if
it were a separate servicing agreement. Nothing herein shall be deemed to override the provisions of an Intercreditor
Agreement with respect to the rights of the related noteholders thereunder and with respect to the servicing and
administrative duties and obligations with respect to such Serviced Loan Combinations. In the event of any inconsistency or
discrepancy between the provisions, terms or conditions of an Intercreditor Agreement related to a Serviced Loan Combination
and the provisions, terms or conditions of this Agreement, the related Intercreditor Agreement shall govern, and as to any
matter relating to the servicing of a




 






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Serviced Loan Combination
as a whole on which such Intercreditor Agreement is silent or makes reference to this Agreement, this Agreement shall govern.


 


Section 3.02       
Liability of the Master Servicer and the Special
Servicer When Sub-Servicing. Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement
relating to agreements or arrangements between the Master Servicer or Special Servicer, as applicable, and any Person acting
as sub-servicer (or its agents or Subcontractors) or any reference to actions taken through any Person acting as sub-servicer
or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and primarily liable to the
Trustee (on behalf of the Certificateholders), the Certificateholders and, with respect to the Serviced Loan
Combinations, the Serviced Companion Loan Noteholders, for the servicing and administering of the Mortgage Loans and Serviced
Companion Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by
virtue of such sub-servicing agreements or arrangements or by virtue of indemnification from the Depositor or any other
Person acting as sub-servicer (or its agents or Subcontractors) to the same extent and under the same terms and conditions as
if the Master Servicer or the Special Servicer, as applicable, alone were servicing and administering the Mortgage Loans and
Serviced Companion Loans. Each of the Master Servicer and the Special Servicer shall be entitled to enter into an agreement
with any sub-servicer providing for indemnification of the Master Servicer or the Special Servicer, as applicable, by such
sub-servicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such
agreement for indemnification shall be deemed to limit or modify this Agreement.


 


Section 3.03            Collection
of Mortgage Loan and Serviced Companion Loan Payments. The Master Servicer (with respect to all the Mortgage Loans
(other than a Non-Serviced Mortgage Loan) and the Serviced Companion Loans (other than Specially Serviced Loans) that the
Master Servicer is Servicing) and the Special Servicer (with respect to Specially Serviced Loans) shall use reasonable
efforts to collect all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Serviced Companion Loans each is obligated to service hereunder, and shall follow the Servicing
Standard with respect to such collection procedures; provided, that nothing herein contained shall be construed as an
express or implied guarantee by the Master Servicer or the Special Servicer of the collectability of the Mortgage Loans or
the Serviced Companion Loans; provided, further, that with respect to such Mortgage Loans (other than a Non-Serviced Mortgage
Loan) or Serviced Loan Combinations, as applicable, that have Anticipated Repayment Dates, so long as the related Borrower is
in compliance with each provision of the related Loan Documents, the Master Servicer and Special Servicer (including the
Special Servicer in its capacity as a Certificateholder, if applicable) shall not take any enforcement action with respect to
the failure of the related Borrower to make any payment of Excess Interest, other than requests for collection, until
the final maturity date of such Mortgage Loan or Serviced Loan Combination, as applicable, or the outstanding principal
balance of such Mortgage Loan or Serviced Loan Combination, as applicable, has been paid in full, however, consistent with
the applicable Servicing Standard, the Master Servicer, or the Special Servicer each may in its discretion waive the Excess
Interest (even at the final maturity date) in connection with any Mortgage Loan it is obligated to service hereunder if
taking such action is in the best interest of the Certificateholders as a collective whole. With respect to each Performing
Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall use its reasonable efforts, consistent with the




 






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Servicing Standard, to collect income statements and rent rolls from Borrowers as required by the Loan Documents and
the terms hereof. The Master Servicer shall provide at least 90 days’ notice (with a copy to the Special Servicer)
to the Borrowers of Balloon Payments coming due on Performing Loans (other than a Non-Serviced Mortgage Loan). Consistent with
the foregoing, the Master Servicer (with respect to each Performing Loan) or the Special Servicer (with respect to Specially Serviced
Loans) may in their discretion waive any late payment charge or Default Interest in connection with any delinquent Monthly Payment
or Balloon Payment with respect to any Mortgage Loan or Serviced Companion Loan that it is servicing. In addition, the Special
Servicer shall be entitled to take such actions with respect to the collection of payments on the Mortgage Loans and the Serviced
Companion Loans as are permitted or required under this Agreement.


 


Section 3.04            Collection
of Taxes, Assessments and Similar Items; Escrow Accounts. (a)  The Master Servicer, in the case of all
Mortgage Loans (other than a Non-Serviced Mortgage Loan) that it is servicing, 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 thereon and the status of insurance premiums payable with respect thereto. With respect to each Specially Serviced
Loan, the Special Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to collect income
statements and rent rolls from Borrowers as required by the Loan Documents. The Special Servicer, in the case of Serviced REO
Loans, and the Master Servicer, in the case of all Mortgage Loans (other than a Non-Serviced Mortgage Loan) that it is
servicing, shall use reasonable efforts consistent with the Servicing Standard to, from time to time, (i) obtain all
bills for the payment of such items (including renewal premiums), and (ii) effect, or, if the Special Servicer, to use
reasonable efforts to cause the Master Servicer to effect, payment of all such bills with respect to such Mortgaged
Properties prior to the applicable penalty or termination date, in each case employing for such purpose Escrow Payments as
allowed under the terms of the related Loan Documents for the related Mortgage Loan or Serviced Companion Loan. If a Borrower
under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) fails to make any such payment on a timely basis or
collections from the Borrower are insufficient to pay any such item before the applicable penalty or termination date, the
Master Servicer shall advance the amount of any shortfall as a Property Advance unless the Master Servicer determines in
accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance (provided that with respect
to advancing insurance premiums or delinquent tax assessments the Master Servicer shall comply with the provisions of the
second to last paragraph in Section 3.21(d) of this Agreement). The Master Servicer and the Special Servicer shall be
entitled to reimbursement of Property Advances, with interest thereon at the Advance Rate, that it makes pursuant to this
Section 3.04 of this Agreement from amounts received on or in respect of the related Mortgage Loan or Serviced Loan
Combination respecting which such Advance was made or if such Advance has become a Nonrecoverable Advance, to the extent
permitted by Section 3.06 of this Agreement. No costs incurred by the Master Servicer or the Special Servicer in
effecting the payment of taxes and assessments on the Mortgaged Properties shall, for the purpose of calculating
distributions to Certificateholders or Serviced Companion Loan Noteholders, be added to the amount owing under the related
Mortgage Loans or Serviced Companion Loans, notwithstanding that the terms of such Mortgage Loans or Serviced Companion Loans
so permit.




 






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The
parties acknowledge that with respect to Non-Serviced Mortgage Loans, the Other Servicer is obligated to make (or any other service
provider provided for in the related Other Pooling and Servicing Agreement may make) property advances with respect to such Non-Serviced
Mortgage Loans pursuant to the related Other Pooling and Servicing Agreement. The Other Servicer (or other service provider) shall
be entitled to reimbursement for nonrecoverable property advances (as such term or similar term may be defined in the related
Other Pooling and Servicing Agreement) with, in each case, any accrued and unpaid interest thereon provided for under the related
Other Pooling and Servicing Agreement in the manner set forth in such Other Pooling and Servicing Agreement, the related Intercreditor
Agreement and Section 3.06(a)(v) of this Agreement.


 


(b)          The
Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan (other than any Non-Serviced
Mortgage Loans) or any Serviced Companion Loan that it is servicing constituting Escrow Payments separate and apart from any of
its own funds and general assets and shall establish and maintain one or more segregated custodial accounts (each, an “Escrow
Account”) into which all Escrow Payments shall be deposited within two (2) Business Days after receipt of properly
identified funds and maintained in accordance with the requirements of the related Mortgage Loan or Serviced Loan Combination,
as applicable, and in accordance with the Servicing Standard. The Master Servicer shall also deposit into each Escrow Account
any amounts representing losses on Permitted Investments to the extent required pursuant to Section 3.07(b) of this Agreement
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 or Serviced Loan Combination. Escrow Accounts shall be Eligible Accounts (except
to the extent the related Loan Documents require it to be held in an account that is not an Eligible Account); provided,
if the ratings of the financial institution holding such account are downgraded to a ratings level below that of an Eligible Account
(except to the extent the related Loan Documents require it to be held in an account that is not an Eligible Account), the Master
Servicer shall have 30 days (or such longer time as confirmed by a No Downgrade Confirmation, obtained at the expense of the Master
Servicer relating to the Certificates and any related Serviced Companion Loan Securities) to transfer such account to an Eligible
Account. Escrow Accounts shall be entitled, “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage
Pass-Through Certificates and Various Borrowers and, if applicable, Serviced Companion Loan Noteholders”. Withdrawals from
an Escrow Account may be made by the Master Servicer only:


 


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


 


(ii)          to
transfer funds to the Collection Account and/or the applicable Serviced Loan Combination Collection Account (or any sub-account
thereof) to reimburse the Master Servicer, the Special Servicer or the Trustee for any Property Advance (with interest thereon
at the Advance Rate) relating to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan and/or
Serviced Loan Combination, as applicable, which represent late collections of Escrow Payments thereunder;


 






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(iii)         for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan and/or
Serviced Loan Combination, as applicable, 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 and/or
Serviced Loan Combination, as applicable;


 


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


 


(vi)         to
remove any funds deposited in an Escrow Account that were not required to be deposited therein or to refund amounts to Borrowers
determined to be overages.


 


(c)          The
Master Servicer shall, as to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and each Serviced Companion Loan that
it is servicing, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real
estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and
any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or
otherwise confirm) the payment of such items (including renewal premiums) and, for such Mortgage Loans and Serviced Companion
Loans that require the related Borrower to escrow for such items, shall effect payment thereof prior to the applicable penalty
or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow
Payments as allowed under the terms of the related Loan Documents for such Mortgage Loan and Serviced Companion Loan (or, if such
Mortgage Loan or Serviced Companion Loan does not require the related Borrower to escrow for the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts
consistent with the Servicing Standard to cause the related Borrower to comply with the requirement of the related Loan Documents
that the Borrower make payments in respect of such items at the time they first become due and, in any event, prior to the institution
of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to
Section 3.21 of this Agreement, the Master Servicer shall timely make a Property Advance with respect to the Mortgage Loans
(other than Non-Serviced Mortgage Loans) and Serviced Loan Combinations that it is servicing, if any, to cover any such item which
is not so paid, including any penalties or other charges arising from the Borrower’s failure to timely pay such items.


 


Section 3.05     Collection
Accounts; Excess Liquidation Proceeds Account; Distribution Accounts; Interest Reserve Account and Serviced Loan Combination Collection
Accounts. (a)  The Master Servicer shall establish and maintain a Collection Account, for the benefit of the Certificateholders
and the Trustee as the Holder of the Lower-Tier Regular Interests with respect to the Mortgage Loans that it is servicing. The
Collection Account shall be established and maintained as an Eligible Account. Amounts in the Collection Account attributable
to the Mortgage Loans (other than Excess Interest) will be assets of the Lower-Tier


 






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REMIC and amounts attributable to Excess Interest
will be assets of the Grantor Trust. Amounts attributable to the Companion Loans will not be assets of the Trust Fund.


 


The
Master Servicer shall deposit or cause to be deposited in the Collection Account within two Business Days following receipt of
properly identified funds of the following payments and collections received or made by or on behalf of it on or with respect
to the Mortgage Loans subsequent to the Cut-off Date:


 


(i)            all
payments on account of principal on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Loan Combination),
including the principal component of all Unscheduled Payments;


 


(ii)           all
payments on account of interest on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Loan Combination) (net
of the related Servicing Fees), including Prepayment Premiums, Default Interest, Yield Maintenance Charges, Excess Interest and
the interest component of all Unscheduled Payments;


 


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


 


(iv)          all
Net REO Proceeds withdrawn from the related REO Account (other than the Serviced Loan Combination REO Account) pursuant to Section 3.15(b)
of this Agreement;


 


(v)           any
amounts received from Borrowers which represent recoveries of Property Protection Expenses and are allocable to the Mortgage Loans
(other than any Mortgage Loan related to a Serviced Loan Combination), to the extent not permitted to be retained by the Master
Servicer as provided herein;


 


(vi)          all
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan (other than any
Mortgage Loan related to a Serviced Loan Combination) or any REO Property (other than a Serviced REO Property related to a
Serviced Loan Combination), other than Excess Liquidation Proceeds and Liquidation Proceeds that are received in connection
with a purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the
Lower-Tier Distribution Account pursuant to Section 9.01 of this Agreement, together with any amounts representing
recoveries of Nonrecoverable Advances, including any recovery of Unliquidated Advances, in respect of the related Mortgage
Loans (other than any Mortgage Loan related to a Serviced Loan Combination); provided, that any Liquidation Proceeds
related to a sale, pursuant to Section 3.16 hereof or pursuant to the related Intercreditor Agreement, of a Mortgage
Loan included in a Serviced Loan Combination shall be deposited directly into the Collection Account and applied solely to
pay expenses relating to that Mortgage Loan and to Available Funds;


 


(vii)         Penalty
Charges on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Loan Combination) to the extent required to
offset interest on


 






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Advances and Additional Trust Fund Expenses pursuant to Section 3.12(d) of this Agreement;


 


(viii)        any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b) of this Agreement
in connection with losses resulting from a deductible clause in a blanket or master force-placed policy in respect of the
Mortgage Loans (other than any Mortgage Loan related to a Serviced Loan Combination);


 


(ix)          any
other amounts required by the provisions of this Agreement (including without limitation any amounts to be transferred from the
Serviced Loan Combination Collection Account pursuant to Section 3.06(b)(i)(B) and, with respect to the Companion Loans or
any mezzanine indebtedness that may exist on a future date, all amounts received pursuant to the cure and purchase rights or reimbursement
obligations set forth in the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable, other than in
respect of a Serviced Loan Combination) to be deposited into the Collection Account by the Master Servicer or Special Servicer;


 


(x)           any
Master Servicer Prepayment Interest Shortfall Amounts in respect of the Mortgage Loans that the Master Servicer is servicing (other
than any Non-Serviced Mortgage Loan or any Mortgage Loan related to a Serviced Loan Combination) pursuant to Section 3.17(c)
of this Agreement; and


 


(xi)          any
Loss of Value Payments, as set forth in Section 3.06(e) of this Agreement.


 


In
the case of Excess Liquidation Proceeds, the Master Servicer shall make appropriate ledger entries received with respect thereto,
which the Master Servicer shall hold for (i) the Trustee for the benefit of the Certificateholders (other than the Class V
Certificates) and the Trustee as the Holder of the Lower-Tier Regular Interests and (ii) for the benefit of any Serviced
Companion Loan Noteholder entitled thereto. Any Excess Liquidation Proceeds shall be identified separately from any other amounts
held in the Collection Account (with amounts attributable to each Class or Classes and any Serviced Companion Loan also identified
separately).


 


The
foregoing requirements for deposits in the Collection Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late payment charges (subject to
Section 3.12 and the related Intercreditor Agreement), Assumption Fees, Modification Fees and consent fees, loan service
transaction fees, extension fees, demand fees, beneficiary statement charges and similar fees need not be deposited in the
Collection Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable
law, the Master Servicer or the Special Servicer, as applicable in accordance with Section 3.12 hereof, shall be
entitled to retain any such charges and fees received with respect to the Mortgage Loans that it is servicing as additional
compensation.


 






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If
the Master Servicer deposits in the Collection Account any amount not required to be deposited therein, it may at any time withdraw
such amount from the Collection Account, any provision herein to the contrary notwithstanding.


 


Upon
receipt of any of the amounts described in clauses (i), (ii), (v) and (vi) of this Agreement above with respect to any Specially
Serviced Loan which is not a Serviced REO Loan, the Special Servicer shall remit such amounts within one Business Day after receipt
thereof (except, if such amounts are not properly identified, the Special Servicer shall promptly identify such amounts and shall
remit such amounts within one Business Day after such identification) to the Master Servicer for deposit into the Collection Account
in accordance with the second paragraph of this Section 3.05 of this Agreement, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate
reason. Any such amounts received by the Special Servicer with respect to a Serviced REO Property (other than any Serviced REO
Property related to the Serviced Loan Combinations) shall be deposited by the Special Servicer into the REO Account and remitted
to the Master Servicer for deposit into the Collection Account pursuant to Section 3.15(b) of this Agreement. With respect
to any related Serviced Loan Combination, the Special Servicer shall comply with Section 3.05(g) of this Agreement.
With respect to any such amounts paid by check to the order of the Special Servicer, the applicable Special Servicer shall endorse
without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check to the Master
Servicer by overnight courier.


 


(b)           The
Certificate Administrator shall establish and maintain the Lower-Tier Distribution Account in its own name on behalf of the Trustee,
for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Lower-Tier Distribution
Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account.


 


(c)           With
respect to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator on or before the Servicer
Remittance Date the funds then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a)
of this Agreement and deposits from the Serviced Loan Combination Collection Account pursuant to Section 3.06 of this Agreement.
Upon receipt from the Master Servicer of such amounts held in the Collection Account, the Certificate Administrator shall deposit
in (A) the Lower-Tier Distribution Account (i) the amount of Available Funds to be distributed pursuant to Section 4.01
of this Agreement on such Distribution Date and (ii) the amount of Excess Liquidation Proceeds allocable to any Mortgage
Loan to be deposited into the Lower-Tier Distribution Account (which the Certificate Administrator shall then deposit in the Excess
Liquidation Proceeds Account) pursuant to Section 3.06 of this Agreement, (B) the Interest Reserve Account as part of the
Lower-Tier REMIC, the amount of any Withheld Amounts to be deposited pursuant to Section 3.05(e) of this Agreement and (C)
in the Class V Distribution Account, the Excess Interest to be distributed to the Class V Certificates.


 


(d)           If
any Loss of Value Payments are received in connection with a Material Defect or Material Breach, as the case may be, pursuant
to or as contemplated by Section 2.03(e) of this Agreement, the Special Servicer shall establish and maintain one or more
non-interest bearing accounts (collectively, the “Loss of Value Reserve Fund”) to be held for the benefit of


 






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the Certificateholders, for purposes of holding such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve
Fund shall be an Eligible Account or a sub-account of an Eligible Account. The Special Servicer shall, upon receipt, deposit in
the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator shall, based upon information
obtained from the CREFC® reports delivered by the Master Servicer pursuant to the terms hereof, account for the Loss of Value
Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of
either Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat
amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders as contributed to
and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection
Account to a Mortgage Loan Seller as distributions by the Trust Fund to such Mortgage Loan Seller as beneficial owner of the Loss
of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for
all federal income tax purposes, and shall be taxable on all income earned thereon.


 


(e)           The
Certificate Administrator shall establish and maintain the Interest Reserve Account in its own name on behalf of the Trustee,
for the benefit of the Certificateholders (other than the Class V Certificateholders) and the Trustee as the Holder of the
Lower-Tier Regular Interests. The Interest Reserve Account shall be established and maintained as an Eligible Account or as a
sub-account of an Eligible Account.


 


On
each Servicer Remittance Date occurring in (i) January of each calendar year that is not a leap year and (ii) February of
each calendar year, unless in either case such Servicer Remittance Date is the final Servicer Remittance Date, the Certificate
Administrator shall calculate the Withheld Amounts. On each such Servicer Remittance Date, the Certificate Administrator shall,
with respect to each Mortgage Loan that does not accrue interest on the basis of a 360-day year of twelve 30-day months, withdraw
or be deemed to withdraw from the Lower-Tier Distribution Account and deposit or be deemed to deposit in the Interest Reserve
Account an amount equal to the aggregate of the Withheld Amounts calculated in accordance with the previous sentence. If the Certificate
Administrator shall deposit in the Interest Reserve Account any amount not required to be deposited therein, it may at any time
withdraw such amount from the Interest Reserve Account any provision herein to the contrary notwithstanding. On or prior to the
Servicer Remittance Date in March of each calendar year (or in February if the final Distribution Date will occur in
such month), the Certificate Administrator shall transfer to the Lower-Tier Distribution Account the aggregate of all Withheld
Amounts on deposit in the Interest Reserve Account.


 


(f)           The
Certificate Administrator shall establish and maintain the Upper-Tier Distribution Account in its own name on behalf of the Trustee,
for the benefit of the Certificateholders. The Upper-Tier Distribution Account shall be established and maintained as an Eligible
Account or a sub-account of an Eligible Account. Promptly on each Distribution Date, the Certificate Administrator shall withdraw
or be deemed to withdraw from the Lower-Tier Distribution Account and deposit or be deemed to deposit in the Upper-Tier Distribution
Account on or before such date the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance
Charges for such Distribution Date to be


 






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distributed in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)
and Section 4.01(c) of this Agreement on such date.


 


(g)           With
respect to each Serviced Loan Combination or any related Serviced REO Property, the Master Servicer shall maintain, or cause to
be maintained, a Serviced Loan Combination Collection Account in which the Master Servicer shall deposit or cause to be deposited
within two Business Days following receipt of properly identified funds the following payments and collections received or made
by or on behalf of it on such Serviced Loan Combination or Serviced REO Property subsequent to the Cut-off Date:


 


(i)           all
payments on account of principal on such Serviced Loan Combination, including the principal component of Unscheduled Payments;


 


(ii)          all
payments on account of interest on such Serviced Loan Combination (net of the related Servicing Fees), including Prepayment Premiums,
Default Interest, Yield Maintenance Charges and the interest component of all Unscheduled Payments;


 


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


 


(iv)          all
Net REO Proceeds withdrawn from the related REO Account in respect of such Serviced Loan Combination pursuant to Section 3.15(b);


 


(v)           any
amounts received from Borrowers which represent recoveries of Property Protection Expenses and are allocable to such Serviced
Loan Combination, to the extent not permitted to be retained by the Master Servicer as provided herein;


 


(vi)          all
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of such Serviced Loan Combination or any
related Serviced REO Property (other than Excess Liquidation Proceeds and Liquidation Proceeds that are received in connection
with a purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Lower-Tier
Distribution Account pursuant to Section 9.01), together with any amounts representing recoveries of Nonrecoverable Advances,
including any recovery of Unliquidated Advances, in respect of such Serviced Loan Combination; provided, that any Liquidation
Proceeds related to a sale pursuant to Section 3.16 hereof or pursuant to the related Intercreditor Agreement of a
Mortgage Loan included in a Serviced Loan Combination shall be deposited directly into the Collection Account and applied solely
to pay expenses relating to that Mortgage Loan and to Available Funds and any Liquidation Proceeds related to a sale of a related
Serviced Companion Loan included in a Serviced Loan Combination shall be deposited into the Serviced Loan Combination Collection
Account and applied solely to pay expenses relating to that Serviced Companion Loan and to pay amounts due to the related Serviced
Companion Loan Noteholder;


 


(vii)         Penalty
Charges on such Serviced Loan Combination to the extent required to offset interest on Advances and debt service advances made
by a Serviced



 






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Companion Loan Service Provider and Additional Trust Fund Expenses pursuant to Section 3.12(d);


 


(viii)        any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b) in connection
with losses resulting from a deductible clause in a blanket or master force placed policy in respect of such Serviced Loan
Combination;


 


(ix)          any
other amounts required by the provisions of this Agreement (including with respect to the Companion Loans or any mezzanine indebtedness
that may exist on a future date, all amounts received pursuant to the cure and purchase rights or reimbursement obligations set
forth in the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable) to be deposited into the applicable
Serviced Loan Combination Collection Account by the Master Servicer or the Special Servicer;


 


(x)           any
cure payments remitted by any Serviced Companion Loan Noteholder pursuant to the related Intercreditor Agreement; and


 


(xi)          any
Master Servicer Prepayment Interest Shortfall Amounts in respect of such Serviced Loan Combination pursuant to Section 3.17(c).


 


 The
foregoing requirements for deposits into the applicable Serviced Loan Combination Collection Account shall be exclusive, it being
understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges (subject
to Section 3.12 and the related Intercreditor Agreement), Assumption Fees, Modification Fees, consent fees, loan service
transaction fees, extension fees, demand fees, beneficiary statement charges and similar fees need not be deposited into the applicable
Serviced Loan Combination Collection Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent
permitted by applicable law, the Master Servicer or the Special Servicer, as applicable in accordance with Section 3.12 hereof,
shall be entitled to retain any such charges and fees received with respect to the Serviced Loan Combinations as additional compensation.
If the Master Servicer deposits in the applicable Serviced Loan Combination Collection Account any amount not required to be deposited
therein, it may at any time withdraw such amount from such Serviced Loan Combination Collection Account, any provision herein
to the contrary notwithstanding.


 


 Each
Serviced Loan Combination Collection Account shall be maintained as a segregated account, separate and apart from any trust fund
created for mortgage backed securities of other series and the other accounts of the Master Servicer; provided, that such
Serviced Loan Combination Collection Account may be a sub-account of the Master Servicer’s Collection Account but shall,
for purposes of this Agreement, be treated as a separate account. Each Serviced Loan Combination Collection Account shall be established
and maintained as an Eligible Account or as a sub-account of an Eligible Account.


 


Upon
receipt of any of the foregoing amounts described in clauses (i), (ii), (v) and (vi) above with respect to each Serviced Loan
Combination for so long as it is a


 






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Specially Serviced Loan but is not a Serviced REO Loan, the Special Servicer shall remit within
one Business Day such amounts to the Master Servicer for deposit into the applicable Serviced Loan Combination Collection Account
in accordance with the first paragraph of this Section 3.05(g), unless the Special Servicer determines, consistent with the
applicable Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate
reason. Any such amounts received by the Special Servicer with respect to a Serviced REO Property related to any Serviced Loan
Combination shall initially be deposited by the Special Servicer into the related Serviced Loan Combination REO Account and remitted
to the Master Servicer for deposit into the applicable Serviced Loan Combination Collection Account pursuant to Section 3.15(b).
With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer (A) with respect
to any Specially Serviced Loan shall endorse without recourse or warranty such check to the order of the Master Servicer and shall
promptly deliver any such check to the Master Servicer by overnight courier and (B) with respect to any REO Loan shall deposit
such check into the applicable Loan Combination REO Account.


 


(h)          Notwithstanding
anything to the contrary contained herein, with respect to each Due Date and (1) any related Serviced Subordinate Companion Loan,
within such time period as is set forth in the applicable Intercreditor Agreement and (2) any Serviced Pari Passu Companion Loan,
within one (1) Business Day after each Determination Date, or, from and after a Serviced Companion Loan is deposited into a securitization,
unless provided otherwise in the related Intercreditor Agreement, on the second Business Day before the “servicer remittance
date,” as such term or a similar term is defined in the related Other Pooling and Servicing Agreement (as long as such date
is at least 1 Business Day after receipt of properly identified funds or 2 Business Days after receipt of properly identified
funds if such funds are received by the Master Servicer after 2:00 p.m. on any Business Day), the Master Servicer shall remit,
from amounts on deposit in the applicable Serviced Loan Combination Collection Account in accordance with Section 3.06(b)(i)(A),
to each applicable Serviced Companion Loan Noteholder by wire transfer in immediately available funds to the account of such Serviced
Companion Loan Noteholder or an agent therefor appearing on the Serviced Companion Loan Noteholder Register on the related date
such amounts as are required to be remitted (or, if no such account so appears or information relating thereto is not provided
at least five (5) Business Days prior to the date such amounts are required to be remitted, by check sent by first class mail
to the address of such Serviced Companion Loan Noteholder or its agent appearing on the Serviced Companion Loan Noteholder Register)
the portion of the applicable Serviced Loan Combination Remittance Amount allocable to such Serviced Companion Loan Noteholder.


 


(i)          Prior
to the Servicer Remittance Date relating to any Collection Period in which Excess Liquidation Proceeds are received, the
Certificate Administrator shall establish and maintain the Excess Liquidation Proceeds Account, which may have one or more
sub-accounts, to be held in its own name on behalf of the Trustee, for the benefit of the Certificateholders, and with
respect to each Serviced Loan Combination, the related Serviced Companion Loan Noteholders. Each account that constitutes an
Excess Liquidation Proceeds Account shall be an Eligible Account or a sub-account of an Eligible Account. On each Servicer
Remittance Date, the Master Servicer shall withdraw from the
Collection Account or, if allocable to any Serviced Loan Combination, the Master Servicer shall withdraw from the applicable
Serviced Loan


 






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Combination Collection Account, and remit to the Certificate Administrator (i) in the case
of the Mortgage Loans (other than the Serviced Loan Combinations), for deposit in the Lower-Tier Distribution Account, as applicable
(which the Certificate Administrator shall then deposit in the Excess Liquidation Proceeds Account), and (ii) in the case
of the Serviced Loan Combinations, for deposit in the Excess Liquidation Proceeds Account, all Excess Liquidation Proceeds received
during the Collection Period ending on the Determination Date immediately prior to such Servicer Remittance Date which are allocable
to a Mortgage Loan or Serviced Loan Combination; provided that on the Business Day prior to the final Distribution Date,
the Certificate Administrator shall withdraw from the Excess Liquidation Proceeds Account and deposit in the Lower-Tier Distribution
Account (after allocation to any related Serviced Companion Loan as provided in Section 4.01(d)), for distribution on such
Distribution Date, any and all amounts then on deposit in the Excess Liquidation Proceeds Account attributable to the Mortgage
Loans.


 


(j)          Funds
in the Collection Account, the Serviced Loan Combination Collection Account, the Distribution Accounts, the Interest Reserve Account,
the Excess Liquidation Proceeds Account and the REO Account may be invested in Permitted Investments in accordance with the provisions
of Section 3.07 of this Agreement.


 


The
Master Servicer shall give written notice to the Depositor, the Trustee, the Certificate Administrator and the Special Servicer
of the location and account number of the Collection Account and, if applicable, the Serviced Loan Combination Collection Accounts
as of the Closing Date and shall notify the Depositor, the Special Servicer, the Certificate Administrator and the Trustee, as
applicable, in writing on or prior to the Closing Date and prior to any subsequent change thereof. In addition, the Master Servicer
shall provide notice to each affected holder of a Serviced Companion Loan of the location and account number of the relevant Serviced
Loan Combination Collection Account as well as notice in writing on or prior to the Closing Date and prior to any subsequent change
thereof. The Certificate Administrator shall give written notice to the Depositor, the Trustee, the Special Servicer and the Master
Servicer of the location and account number of the Interest Reserve Account and the Distribution Accounts as of the Closing Date
and shall notify the Depositor, the Trustee, the Special Servicer and the Master Servicer, as applicable, in writing prior to
any subsequent change thereof.


 


(k)          The
Certificate Administrator shall establish and maintain the Class V Distribution Account, in its own name for the benefit of the
Trustee for the benefit of the Class V Certificateholders, with respect to the Excess Interest, which shall be an asset of the
Grantor Trust and beneficially owned by the Holders of the Class V Certificates and shall not be an asset of either Trust REMIC.
The Class V Distribution Account shall be established and maintained as an Eligible Account or as a subaccount of an Eligible
Account. Following the distribution of Excess Interest to the Class V Certificateholders on the first Distribution Date after
which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate
Administrator shall terminate the Class V Distribution Account.


 


Section 3.06     Permitted
Withdrawals from the Collection Accounts, the Serviced Loan Combination Collection Accounts and the Distribution Accounts;
Trust Ledger. (a)  The Master Servicer shall maintain a separate Trust Ledger with respect to the Mortgage
Loans that it is servicing on which it shall make ledger entries as to amounts deposited (or credited) or withdrawn (or
debited) with respect thereto. On each Servicer Remittance Date (or such other


 






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date as may be specified below or on which
funds are available for such purpose as specified below), with respect to each Mortgage Loan (other than any Mortgage Loan
related to a Serviced Loan Combination unless otherwise specified in clauses (i), (ii), (v), (vi), (x), (xi), (xii), (xiii),
(xv), (xvi) and (xvii) of this Section 3.06(a)), the Master Servicer shall make withdrawals from amounts allocated
thereto in the Collection Account (and may debit the Trust Ledger) for the purposes listed below (the order set forth below
not constituting an order of priority for such withdrawals):


 


(i)          on
or before 3:00 p.m. (New York City time) on each Servicer Remittance Date, to remit to the Certificate Administrator the
amounts to be deposited into the Lower-Tier Distribution Account (including any amount transferred from the Serviced Loan
Combination Collection Account in respect of each Mortgage Loan that is part of a Serviced Loan Combination) (including without
limitation the aggregate of the Available Funds, Prepayment Premiums, Yield Maintenance Charges and Excess Liquidation Proceeds)
which the Certificate Administrator shall then deposit into the Upper-Tier Distribution Account, the Interest Reserve Account
and the Excess Liquidation Proceeds Account, pursuant to Section 3.05(f), Section 3.05(e) and Section 3.05(i) of
this Agreement, respectively;


 


(ii)         to
pay (A) itself unpaid Servicing Fees (or, with respect to any Excess Servicing Fee Rights, to pay any Excess Servicing
Fees to the holder of such Excess Servicing Fee Rights pursuant to Section 3.12(a) of this Agreement); the Operating
Advisor, unpaid Operating Advisor Fees; and the Special Servicer, unpaid Special Servicing Fees, Liquidation Fees and Workout
Fees in respect of each Mortgage Loan, Specially Serviced Loan and Serviced REO Loan (exclusive of each Mortgage Loan or
Serviced REO Loan included in a Serviced Loan Combination), as applicable, the Master Servicer’s, the Operating
Advisor’s or Special Servicer’s, as applicable, rights to payment of Servicing Fees, Operating Advisor Fees and
Special Servicing Fees, Liquidation Fees and Workout Fees pursuant to this clause (ii)(A) with respect to any
Mortgage Loan, Specially Serviced Loan or Serviced REO Loan (exclusive of each Mortgage Loan or Serviced REO Loan included in
a Serviced Loan Combination), as applicable, being limited to amounts received on or in respect of such Mortgage Loan,
Specially Serviced Loan or REO Loan, as applicable (whether in the form of payments, Liquidation Proceeds, Insurance Proceeds
or Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) the Special Servicer, any unpaid
Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or Serviced REO Loan, as
applicable, remaining unpaid out of general collections on the Mortgage Loans, Specially Serviced Loans and REO Properties,
but in the case of each Serviced Loan Combination, only to the extent that amounts on deposit in the applicable Serviced Loan
Combination Collection Account are insufficient therefor (provided that the Master Servicer shall, after receiving
payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan
Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related
Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the
related Serviced Companion Loans from the related Companion
Loan Noteholders), (C) each month to the Other Servicer or Other Special Servicer, as applicable, the Trust’s pro
rata portion (based on the related Mortgage


 






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Loan’s Stated Principal Balance)
of any unpaid special servicing fees, liquidation fees, workout fees and additional trust expenses in respect of a Non-Serviced
Mortgage Loan remaining unpaid (including amounts payable to such parties under Section 1.04 of this Agreement), out of general
collections on the Mortgage Loans, Specially Serviced Loans and REO Properties and (D) the Operating Advisor, any unpaid
Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees were received from the related
Borrower);


 


(iii)          to
reimburse the Trustee or itself, in that order, for unreimbursed P&I Advances (other than Nonrecoverable Advances, which are
reimbursable pursuant to clause (v) below, and exclusive of the Mortgage Loans or Serviced REO Loans included in the Serviced
Loan Combinations) the Master Servicer’s or the Trustee’s right to reimbursement pursuant to this clause (iii) being
limited to amounts received which represent Late Collections for the applicable Mortgage Loan (exclusive of the Mortgage Loan
or Serviced REO Loan included in the Serviced Loan Combination) during the applicable period; provided, that to the extent
such amounts are insufficient to repay such P&I Advances on any Mortgage Loan as to which there is a related Serviced Subordinate
Companion Loan, such P&I Advances may be reimbursed from collections on the related Serviced Loan Combination allocable to
such Serviced Subordinate Companion Loan; provided, further, that if such P&I Advance becomes a Workout-Delayed
Reimbursement Amount, then such P&I Advance shall thereafter be reimbursed from amounts recovered on the related Mortgage
Loan intended by the modified loan documents to be applied to reimburse such Workout-Delayed Reimbursement Amount and then from
the portion of general collections and recoveries on or in respect of all of the Mortgage Loans and REO Properties on deposit
in the Collection Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v)
below;


 


(iv)          to
reimburse the Trustee, the Special Servicer or itself, in that order, (with respect to any Mortgage Loan or Serviced REO Property)
(exclusive of the Mortgage Loans or Serviced REO Loans included in the Serviced Loan Combinations or any Serviced REO Property
securing any Serviced Loan Combination), for unreimbursed Property Advances, the Master Servicer’s, the Special Servicer’s
or the Trustee’s respective rights to receive payment pursuant to this clause (iv) with respect to any Mortgage
Loan or Serviced REO Property being limited to, as applicable, payments received from the related Borrower which represent reimbursements
of such Property Advances, Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and REO Proceeds with respect to the
applicable Mortgage Loan or Serviced REO Property; provided, that if such Property Advance becomes a Workout-Delayed Reimbursement
Amount, then such Property Advance shall thereafter be reimbursed from amounts recovered on the related Mortgage Loan intended
by the modified loan documents to be applied to reimburse such Workout-Delayed Reimbursement Amount and then from the portion
of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account
from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below;


 


(v)          (A) to
reimburse the Trustee, the Special Servicer or itself, in that order (with respect to any Mortgage Loan or Serviced REO Property),
(1) with respect to


 






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Nonrecoverable Advances, first, out of Liquidation Proceeds, Insurance Proceeds, Condemnation
Proceeds and REO Proceeds, if any, received on the related Mortgage Loan and related REO Properties, second, out of the
principal portion of general collections on the Mortgage Loans and REO Properties, and then, to the extent the principal
portion of general collections is insufficient and with respect to such deficiency only, subject to any election at its sole discretion
(or at the Trustee’s sole discretion for the reimbursement of the Trustee) to defer reimbursement thereof pursuant to this
Section 3.06(a) of this Agreement, out of other collections on the Mortgage Loans and REO Properties and (2) with respect
to the Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections on the Mortgage Loans and
REO Properties, net of such amounts being reimbursed pursuant to the preceding clause (1) above, but in the case of either
clause (1) or (2) above with respect to each Serviced Loan Combination, only to the extent that amounts on deposit in the
applicable Serviced Loan Combination Collection Account are insufficient therefor after taking into account any allocation set
forth in the related Intercreditor Agreement (provided that the Master Servicer shall, after receiving payment from amounts
on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use
commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain
reimbursement for a pro rata portion (or such other amount as may be set forth in the related Intercreditor Agreement)
of such amount representing Property Advances allocable to the related Serviced Companion Loans from the related Companion Loan
Noteholders), (B) to pay itself or the Special Servicer out of general collections on the Mortgage Loans and REO Properties,
with respect to any Mortgage Loan or Serviced REO Property any related earned Servicing Fee, Special Servicing Fee, Liquidation
Fee or Workout Fee, as applicable, that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination
made with respect to such Mortgage Loan or Serviced REO Property and the deposit into the Collection Account of all amounts received
in connection therewith, but in the case of each Serviced Loan Combination, only to the extent that amounts on deposit in the
applicable Serviced Loan Combination Collection Account are insufficient therefor (provided that the Master Servicer shall,
after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion
Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related
Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced
Companion Loan from the related Companion Loan Noteholder) and (C) to reimburse the related Other Servicer, the related Other
Special Servicer and the related Other Trustee, as applicable, out of general collections on the Mortgage Loans and REO Properties
for the Trust’s pro rata portion (based on the related Non-Serviced Mortgage Loan’s Stated Principal Balance) of nonrecoverable
servicing advances previously made with respect to the related Non-Serviced Mortgage Loans;


 


(vi)          (A) at
such time as it reimburses the Trustee, the Special Servicer or itself, in that order (with respect to any Mortgage Loan or
Serviced REO Property), for (1) any unreimbursed P&I Advance (including any such P&I Advance that constitutes a
Workout-Delayed Reimbursement Amount) made with respect to a Mortgage Loan pursuant to clause (iii) above, to pay itself
or the Trustee, as applicable, any Advance


 






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Interest Amounts accrued and payable thereon, (2) any unreimbursed Property Advances (including any
such Advance that constitutes a Workout-Delayed Reimbursement Amount) made with respect to a Mortgage Loan or Serviced REO Property
pursuant to clause (iv) above, to pay itself, the Special Servicer or the Trustee, as the case may be, any Advance Interest
Amounts accrued and payable thereon or (3) any Nonrecoverable P&I Advances made with respect to a Mortgage Loan or Serviced
REO Property and any Nonrecoverable Property Advances made with respect to a Mortgage Loan or REO Property or any Workout-Delayed
Reimbursement Amounts pursuant to clause (v) above, to pay itself or the Trustee, as the case may be, any Advance Interest
Amounts accrued and payable thereon, in each case, first, from Penalty Charges as provided in Section 3.12(d); and then,
from general collections, but in the case of a Serviced Loan Combination only to the extent that such Nonrecoverable Advance has
been reimbursed and only to the extent that amounts on deposit in the applicable Serviced Loan Combination Collection Account
are insufficient therefor after taking into account any allocation set forth in the related Intercreditor Agreement (provided
that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly
notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust
any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount representing
Advance Interest Amounts on Property Advances allocable to the related Serviced Companion Loans from the related Companion Loan
Noteholders) and (B) at such time as it reimburses the related Other Servicer, the related Other Special Servicer and the
related Other Trustee, as applicable, for any nonrecoverable servicing advances made with respect to any related Non-Serviced
Mortgage Loan or the related REO Property pursuant to clause (v) above, to pay the related Other Servicer, the related Other
Special Servicer and the related Other Trustee, as applicable, any interest accrued and payable thereon;


 


(vii)          to
reimburse itself, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may be, for
any unreimbursed expenses reasonably incurred by such Person in respect of any Breach or Defect giving rise to a repurchase
obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement of the repurchase obligation, together with
interest thereon at the Advance Rate, each such Person’s right to reimbursement pursuant to this clause (vii) with
respect to any Mortgage Loan (exclusive of any Mortgage Loan included in the Serviced Loan Combination) subject to the
following: (a) if the Repurchase Price is paid for such Mortgage Loan, then such Person’s right to reimbursement
shall be limited to that portion of the Repurchase Price that represents such expense in accordance with
clause (f) of the definition of Repurchase Price, or (b) if no Repurchase Price is paid or if an amount less
than the Repurchase Price is paid and proceedings are instituted to enforce the related Mortgage Loan Seller’s payment
or performance pursuant to the applicable Mortgage Loan Purchase Agreement or if a Loss of Value Payment is made, then
such Person shall be entitled to reimbursement from the Trust following the adjudication of such proceedings in favor of such
Mortgage Loan Seller, settlement of the Breach or Defect claim,
or payment of such Loss of Value Payment, as the case may be;


 






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(viii)        to
pay itself all Prepayment Interest Excesses on the Mortgage Pool (exclusive of any Mortgage Loan or Serviced REO Loan included
in the Serviced Loan Combination) not required to be used pursuant to Section 3.17(c) of this Agreement;


 


(ix)          (A)
to pay itself, as additional servicing compensation in accordance with Section 3.12(a) of this Agreement, (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account as provided in Section 3.12(b)
of this Agreement (but only to the extent of the net investment earnings with respect to such Collection Account for any period
from any Distribution Date to the immediately succeeding Servicer Remittance Date) and (2) Penalty Charges on the Mortgage
Loans that are not Specially Serviced Loans (exclusive of any Mortgage Loan or Serviced REO Loan included in a Serviced Loan Combination),
but only to the extent collected from the related Borrower and only to the extent that all amounts then due and payable with respect
to the related Mortgage Loan have been paid and are not needed to pay interest on Advances in accordance with Section 3.12
and/or pay or reimburse the Trust for Additional Trust Fund Expenses incurred with respect to such Mortgage Loan during or prior
to the related Collection Period (including Special Servicing Fees, Workout Fees or Liquidation Fees); and (B) to pay the
Special Servicer, as additional servicing compensation in accordance with Section 3.12(b), Net Default Interest and any other
Penalty Charges on Specially Serviced Loans (exclusive of any Mortgage Loan or Serviced REO Loan included in the Serviced Loan
Combination), but only to the extent collected from the related Borrower and only to the extent that all amounts then due and
payable with respect to the related Specially Serviced Loan have been paid and are not needed to pay interest on Advances or Additional
Trust Fund Expenses (including Special Servicing Fees, Workout Fees or Liquidation Fees), all in accordance with Section 3.12;


 


(x)           to
pay itself, the Special Servicer, the Depositor, the Operating Advisor or any of their respective directors, officers, members,
managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03(a) of
this Agreement (and in the case of a Serviced Loan Combination only to the extent that such amounts on deposit in the applicable
Serviced Loan Combination Collection Account are insufficient therefor after taking into account any allocation set forth in the
related Intercreditor Agreement (provided that the Master Servicer shall, after receiving payment from amounts on deposit
in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially
reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement
for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan
Noteholders)); provided, that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts
so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not
related to any particular Mortgage Loan, pro rata, among all Mortgage Loans based on the respective Stated Principal Balances
of the Mortgage Loans;


 


(xi)           to
pay for the cost of the Opinions of Counsel contemplated by Sections 3.10(d), 3.10(e), 3.15(a), 3.15(b) and 11.08 of this
Agreement (and in the case of


 






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a Serviced Loan Combination only to the extent that such amounts on deposit in the applicable Serviced
Loan Combination Collection Account are insufficient therefor after taking into account any allocation set forth in the related
Intercreditor Agreement (provided that the Master Servicer shall, after receiving payment from amounts on deposit in the
Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable
efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a
pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders));
provided, that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed
allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular
Mortgage Loan, pro rata, among all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage Loans;


 


(xii)          to
pay out of general collections on the Mortgage Loans and REO Properties any and all federal, state and local taxes imposed on
the Lower-Tier REMIC, the Upper-Tier REMIC or any of their assets or transactions, together with all incidental costs and expenses,
to the extent that none of the Master Servicer, the Special Servicer or the Trustee is liable therefor pursuant to this Agreement,
except to the extent such amounts relate solely to the Serviced Loan Combinations, in which case, such amounts will be reimbursed,
first, out of the related Serviced Loan Combination Collection Account from collections on the related Serviced Companion
Loan and the related Mortgage Loan (a) with respect to a Mortgage Loan and related Serviced Pari Passu Companion Loan on a pro
rata basis by principal balance and (b) with respect to a Mortgage Loan and related Subordinate Companion Loan initially,
from amounts allocated to such Subordinate Companion Loan and then from the related Mortgage Loan, and second, to the extent
any such costs and expenses remain unreimbursed, out of the Collection Account; provided, that for the purposes of allocating
Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage
Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans
based on the respective Stated Principal Balances of the Mortgage Loans;


 


(xiii)         to reimburse
the Trustee, the Custodian or the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for
expenses incurred by and reimbursable to it by the Trust Fund, except to the extent such amounts relate solely to a Serviced Loan
Combination, in which case, such amounts will be reimbursed first, from the applicable Serviced Loan Combination Collection
Account(s) in accordance with Section 3.06(b) and then, out of general collections on the Mortgage Loans; provided,
that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if
relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro
rata, among all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage Loans;


 


(xiv)         to
pay any Person permitted to purchase a Mortgage Loan under Section 3.16 of this Agreement with respect to each Mortgage Loan
(exclusive of any


 






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Mortgage Loan included in the Serviced Loan Combination), if any, previously purchased by such Person pursuant
to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the date of purchase;


 


(xv)          to
pay to itself, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the Depositor,
as the case may be, any amount specifically required to be paid to such Person at the expense of the Trust Fund under any provision
of this Agreement to which reference is not made in any other clause of this Section 3.06(a) of this Agreement (and,
in the case of an amount specifically related to a Serviced Loan Combination, only to the extent that such amounts on deposit
in the applicable Serviced Loan Combination Collection Account are insufficient therefor after taking into account any allocation
set forth in the related Intercreditor Agreement (provided that the Master Servicer shall, after receiving payment from
amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use
commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain
reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related
Companion Loan Noteholders)), it being acknowledged that this clause (xv) shall not be construed to modify any limitation
or requirement otherwise set forth in this Agreement as to the time at which any Person is entitled to payment or reimbursement
of any amount or as to the funds from which any such payment or reimbursement is permitted to be made; provided, that (i) any
amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if
not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans based on the respective Stated Principal
Balances of the Mortgage Loans;


 


(xvi)         to
withdraw from the Collection Account any sums deposited therein in error and pay such sums to the Persons entitled thereto (including
any amounts relating to a Mortgage Loan that is part of a Serviced Loan Combination);


 


(xvii)        to
pay from time to time to itself in accordance with Section 3.07(b) of this Agreement any interest or investment income earned
on funds deposited in the Collection Account;


 


(xviii)       to
transfer Excess Liquidation Proceeds allocable to Mortgage Loans to the Lower-Tier Distribution Account for deposit by the Certificate
Administrator into the Excess Liquidation Proceeds Account in accordance with Section 3.05(i) of this Agreement;


 


(xix)        to
pay itself, the Special Servicer or the related Mortgage Loan Seller, as the case may be, with respect to each Mortgage
Loan, if any, previously purchased or substituted (i.e., replaced) by such Person pursuant to or as contemplated by
this Agreement, all amounts received on such Mortgage Loan subsequent to the date of purchase or substitution, and, in the
case of a substitution, with respect to the related Qualifying Substitute Mortgage Loan(s), all Monthly Payments due thereon
during or prior to the month of substitution, in accordance
with the third paragraph of Section 2.03(g) of this Agreement;


 






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(xx)          to
pay to the Certificate Administrator, the Trustee, the Custodian or any of their directors, officers, employees, representatives
and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(d) of this
Agreement; provided, that any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage
Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans
based on the respective Stated Principal Balances of the Mortgage Loans;


 


(xxi)         pursuant
to the CREFC® License Agreement, to pay the CREFC® License Fee to CREFC® on a monthly
basis; and


 


(xxii)        to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01 of this Agreement.


 


The
Master Servicer shall keep and maintain separate accounting records, on a Mortgage Loan by Mortgage Loan basis, reflecting amounts
allocable to each Mortgage Loan, and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal,
debit or credit from the Collection Account or the Trust Ledger. Upon written request, the Master Servicer shall provide to the
Certificate Administrator such records and any other information in the possession of the Master Servicer to enable the Certificate
Administrator to determine the amounts attributable to (i) the Lower-Tier REMIC with respect to such Mortgage Loans (other than
the Excess Interest), (ii) the Excess Interest and (iii) the Companion Loans.


 


The
Master Servicer shall pay to the Trustee, the Certificate Administrator, the Operating Advisor, the Special Servicer, the Other
Trustee, the Other Servicer or the Other Special Servicer from the Collection Account amounts permitted to be paid to such person
therefrom, promptly upon receipt of a certificate of a Responsible Officer of the Trustee, a responsible officer of the Other
Trustee, a Responsible Officer of the Certificate Administrator, a certificate of an officer of the Operating Advisor, a certificate
of a Servicing Officer or a certificate of the Other Servicer or Other Special Servicer, as applicable, describing the item and
amount to which such Person is entitled (unless such payment to the Trustee, the Certificate Administrator, the Operating Advisor,
the Special Servicer, the Other Trustee, the Other Servicer or Other Special Servicer, as the case may be, is specifically required
pursuant to this Agreement and the timing and the amount of payment is specified in, or calculable pursuant to, this Agreement,
in which case a certificate is not required). The Master Servicer may rely conclusively on any such certificate and shall have
no duty to recalculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially
Serviced Loan and Serviced REO Loan and any related Serviced Companion Loan, on a loan-by-loan and property-by-property basis,
when appropriate, for the purpose of justifying any request for withdrawal from the Collection Account.


 


The
Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer, CREFC®, the
Operating Advisor and, with respect to each Non-Serviced Pari Passu Companion Loan, the Non-Serviced Mortgage Loan Service
Providers (to the extent specified in Section 11.12) shall in all cases have a right prior to the Certificateholders to
any funds on deposit in the Collection Account from time to time for the reimbursement or payment of the Servicing
Compensation (including investment income), Trustee/Certificate Administrator


 






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Fees, Special Servicing Compensation (including investment income), the CREFC®
License Fee, Operating Advisor Fees, Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting
Fees are actually received from the Borrowers), Advances, Advance Interest Amounts (for each of such Persons other than CREFC®),
their respective indemnification payments (if any) pursuant to Section 6.03, Section 8.05 or Section 11.02 of this
Agreement (for each of such Persons other than CREFC®), their respective expenses hereunder to the extent such
fees and expenses are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement. For
the avoidance of doubt, any fees or expenses (including legal fees) for which a party is to be indemnified pursuant to Section 6.03
herein may be submitted directly to the Trust Fund and paid from amounts on deposit in the Collection Account on behalf of such
party pursuant to this Agreement. In addition, the Certificate Administrator, the Trustee, the Special Servicer, the Master Servicer
and the Operating Advisor shall in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection
Account from time to time for the reimbursement and payment of any federal, state or local taxes imposed on either Trust REMIC.


 


Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof
would exceed the full amount of the principal portion of general collections on the Mortgage Loans (or with respect to
Property Advances, the Serviced Loan Combinations) deposited in the Collection Account and available for distribution on the
next Distribution Date, the Master Servicer, the Special Servicer or the Trustee, each at its own option and in its sole
discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.06(a) or Section 3.06(b) of this Agreement immediately, may elect to refrain from
obtaining such reimbursement for such portion of the Nonrecoverable Advance during the Collection Period ending on the
then-current Determination Date for successive one-month periods for a total period not to exceed 12 months (with the consent
of the Directing Holder, for so long as no Control Termination Event has occurred and is continuing, for any deferral in
excess of 6 months). If the Master Servicer, the Special Servicer or the Trustee makes such an election at its sole option
and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with
interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be
fully reimbursable in the subsequent Collection Period (subject, again, to the same sole discretion to elect to defer; it is
acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from
principal collections as described above prior to payment from other collections). In connection with a potential election by
the Master Servicer, the Special Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the one-month Collection Period ending on the related Determination Date for any
Distribution Date, the Master Servicer, the Special Servicer or the Trustee shall further be authorized (in its sole
discretion) to wait for principal collections on the Mortgage Loans and Serviced Companion Loans to be received before making
its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance (or portion thereof)
until the end of such Collection Period; provided, the Master Servicer, the Special Servicer or the Trustee shall give
notice of its election to the Master Servicer (in the case of
the Special Servicer and the Trustee) and the 17g-5 Information Provider (who shall promptly post such notice to the
17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), at least 15 days prior to any
reimbursement to it of


 






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Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans unless (1) the
Master Servicer, the Special Servicer or the Trustee determines in its sole discretion that waiting 15 days after such a notice
could jeopardize its ability to recover Nonrecoverable Advances, (2) changed circumstances or new or different information
becomes known to the Master Servicer, the Special Servicer or the Trustee that could affect or cause a determination of whether
any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1)
above, or (3) the Master Servicer, the Special Servicer or the Trustee has not timely received from the Certificate Administrator
information requested by the Master Servicer or the Trustee to consider in determining whether to defer reimbursement of a Nonrecoverable
Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer, the Special Servicer or the Trustee
shall give notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable
to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances to the 17g-5 Information Provider (who
shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).
None of the Master Servicer, the Special Servicer or the Trustee shall have any liability for any loss, liability or expense resulting
from any notice provided to each Rating Agency contemplated by the immediately preceding sentence.


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any
failure by such Person to comply with the conditions to making such an election under this Section 3.06(a) or to comply
with the terms of this Section 3.06(a) and the other provisions of this Agreement that apply once such an election, if
any, has been made. If the Master Servicer, the Special Servicer or the Trustee, as applicable, determines, in its sole
discretion, that it should recover the Nonrecoverable Advances without deferral as described above, then the Master Servicer,
the Special Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances
with interest thereon at the Advance Rate from all amounts in the Collection Accounts for such Distribution Date. Any such
election by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or
portion thereof with respect to any one or more Collection Periods shall not limit the accrual of interest at the Advance
Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The
Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, election to defer reimbursement
of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and, as applicable, the
Serviced Companion Loan Noteholders and shall not be construed as an obligation on the part of the Master Servicer, the
Special Servicer or the Trustee, as applicable, or a right of the Certificateholders or the Serviced Companion Loan
Noteholders. Nothing herein shall be deemed to create in the Certificateholders or the Serviced Companion Loan Noteholders a
right to prior payment of distributions over the Master Servicer’s, the Special Servicer’s or the
Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise). In all events, the decision to
defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance
with the Servicing Standard and neither the Master Servicer, the Special Servicer nor the other parties to this Agreement
shall have any liability to one another or to any of the
Certificateholders or any of the Serviced Companion Loan Noteholders for any such election that such party makes as
contemplated by this Section 3.06(a) or for any losses, damages or other adverse economic or other effects that may
arise from such an election.


 






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None
of the Master Servicer, the Special Servicer or the Trustee shall be permitted to reverse any other Person’s determination,
or to prohibit any such other authorized Person from making a determination, that an Advance constitutes, or would constitute,
a Nonrecoverable Advance.


 


If
the Master Servicer, the Special Servicer, the Trustee or any Non-Serviced Mortgage Loan Service Provider, as applicable, is reimbursed
out of general collections for any unreimbursed Advances that are determined to be Nonrecoverable Advances (together with any
Advance Interest Amount), then (for purposes of calculating distributions on the Certificates) such reimbursement and payment
of interest shall be deemed to have been made: first, out of the Principal Distribution Amount, which, but for its application
to reimburse a Nonrecoverable Advance and/or to pay the Advance Interest Amount, would be included in Available Funds for any
subsequent Distribution Date and, second, out of other amounts which, but for their application to reimburse a Nonrecoverable
Advance and/or to pay the Advance Interest Amount, would be included in Available Funds for any subsequent Distribution Date.
No Non-Serviced Mortgage Loan Servicer Provider shall be reimbursed for any principal and/or interest advances (or any interest
thereon) made under the related Other Pooling and Servicing Agreement by such Non-Serviced Mortgage Loan Service Provider with
respect to any Non-Serviced Companion Loan from general collections and recoveries on the Mortgage Loans (other than the related
Non-Serviced Mortgage Loan) and such Non-Serviced Mortgage Loan Service Provider shall only be entitled to reimbursement of such
amounts from collections on the related Non-Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement.


 


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


 


 






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(b)          The
Master Servicer shall maintain a separate Trust Ledger with respect to the Serviced Loan Combinations that it is servicing
on which it shall make ledger entries as to amounts deposited (or credited) or withdrawn (or debited) with respect thereto.
On each Servicer Remittance Date (or such other date as may be specified below or on which funds are available for such
purpose as specified below), with respect to each Serviced Loan Combination, subject to any limitations in the related
Intercreditor Agreement, the Master Servicer shall make withdrawals from amounts allocated thereto in the related Serviced
Loan Combination Collection Account (and may debit the Trust Ledger) for any of the following purposes (the order set forth
below not constituting an order of priority for such withdrawals):


 


(i)          to
make remittances each month in an aggregate amount of immediately available funds equal to the allocable portion of the applicable
Serviced Loan Combination Remittance Amount to (A) the related Serviced Companion Loan Noteholders in accordance with Section 3.05(h)
and (B) the Collection Account for the benefit of the Trust in accordance with Section 4.06(b) of this Agreement,
in each case in accordance with the related Intercreditor Agreement provided that Liquidation Proceeds relating to the repurchase
of any Serviced Companion Loan by the related seller thereof shall be remitted solely to the holder of such Serviced Companion
Loan, as the case may be, and Liquidation Proceeds relating to the repurchase of a Mortgage Loan related to a Serviced Loan Combination
by the related Mortgage Loan Seller shall be remitted solely to the Collection Account;


 


(ii)          to
pay (A) to itself unpaid Servicing Fees and to the Special Servicer unpaid Special Servicing Fees, Liquidation Fees and Workout
Fees in respect of such Serviced Loan Combination or related Serviced REO Loan, as applicable, the Master Servicer’s or
the Special Servicer’s, as applicable, rights to payment of Servicing Fees, Special Servicing Fees, Liquidation Fees and
Workout Fees, as applicable, pursuant to this clause (ii)(A) with respect to such Serviced Loan Combination or related
Serviced REO Loan, as applicable, being limited to amounts received on or in respect of such Serviced Loan Combination (whether
in the form of payments, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds), or such Serviced REO Loan (whether
in the form of REO Proceeds, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds), that are allocable as recovery
of interest thereon and (B) to the Special Servicer, each month to the extent not covered by clause (ii)(A) above, any
unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of such Serviced Loan Combination or related Serviced
REO Loan, as applicable, remaining unpaid out of general collections in the Collection Account as provided in Section 3.06(a)(ii) of
this Agreement;


 


(iii)         to
reimburse the Trustee or itself, in that order, for unreimbursed P&I Advances with respect to the applicable Mortgage Loan
and to reimburse the related Serviced Companion Loan Service Provider for unreimbursed principal and/or interest advances with
respect to the applicable Serviced Companion Loan, the Master Servicer’s, the Trustee’s and the applicable Serviced
Companion Loan Service Provider’s right to reimbursement pursuant to this clause (iii) being limited to amounts
received in the applicable Serviced Loan Combination Collection Account which represent Late Collections received in respect of
such Mortgage Loan or Serviced Companion Loan, as


 






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applicable
(as allocable thereto pursuant to the related Loan Documents and the related Intercreditor Agreement), during the applicable
period; provided, that to the extent such amounts are insufficient to repay such P&I Advances on any Mortgage Loan
as to which there is a related Subordinate Companion Loan, such P&I Advances may be reimbursed, on a pro rata
basis with any reimbursement to the related Serviced Companion Loan Service Provider for unreimbursed principal and/or
interest advances with respect to the applicable Serviced Companion Loan, from collections on the related Serviced Loan
Combination allocable to such Subordinate Companion Loan; provided, further, that if such P&I Advance on
the applicable Mortgage Loan becomes a Nonrecoverable Advance or a Workout Delayed Reimbursement Amount, then such P&I
Advance shall thereafter be reimbursed in accordance with clause (v) below;


 


(iv)          to
reimburse the Trustee, the Special Servicer or itself, in that order, as applicable (with respect to such Serviced Loan Combination
or Serviced REO Property), for unreimbursed Property Advances with respect to such Serviced Loan Combination or related Serviced
REO Property, the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment
pursuant to this clause (iv) being limited to, as applicable, related payments by the applicable Borrower with respect
to such Property Advance, Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds and REO Proceeds with respect to
such Serviced Loan Combination; provided, that if such Property Advance becomes a Nonrecoverable Advance or a Workout Delayed
Reimbursement Amount, then such Property Advance shall thereafter be reimbursed in accordance with clause (v) below;


 


(v)           (A) to
reimburse the Trustee, the Special Servicer or itself, in that order, (with respect to such Serviced Loan Combination or related
REO Property), as applicable (x) with respect to Nonrecoverable Advances, first, out of Liquidation Proceeds, Insurance
Proceeds, Condemnation Proceeds and REO Proceeds received on the related Serviced Loan Combination and related REO Properties,
and second, out of general collections in the Collection Account as provided in Section 3.06(a) and (y) with
respect to the Workout Delayed Reimbursement Amounts, first, out of the principal portion of the general collections on
the Serviced Loan Combination and related REO Properties, net of such amounts being reimbursed pursuant to the subclause first
in the preceding clause (x) above and second out of general collections in the Collection Account as provided
in Section 3.06(a); provided that in the case of both clause (x) and clause (y) of this clause (v), prior
to making any reimbursement from general collections, such reimbursements shall be made first, from collections on, and proceeds
of the applicable Serviced Subordinate Companion Loan, if any, and then from collections on, and proceeds of the related Mortgage
Loan, or in the case of a Serviced Loan Combination with a Serviced Pari Passu Companion Loan, on a pro rata basis as between
the Mortgage Loan and any related Serviced Pari Passu Companion Loans (based on the Mortgage Loan’s Stated Principal Balance
or related Serviced Companion Loan’s principal balance) and then from general collections of the Trust (provided
that, in the case of a Property Advance that is a Nonrecoverable Advance, the Master Servicer shall, after receiving payment from
amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use
commercially reasonable efforts to exercise on behalf of the Trust any rights under the related


 






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Intercreditor
                                                                                                                    Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion
                                                                                                                    Loans from the related Companion Loan Noteholders) or (B) to pay itself or the Special Servicer out of general
                                                                                                                    collections on such Serviced Loan Combination and related REO Properties, any related earned Servicing Fee, Special Servicing
                                                                                                                    Fee, Liquidation Fee or Workout Fee, as applicable, that remained unpaid in accordance with clause (ii) above following
                                                                                                                    a Final Recovery Determination made with respect to such Serviced Loan Combination or related REO Property and the deposit
                                                                                                                    into the applicable Serviced Loan Combination Collection Account of all amounts received in connection therewith; provided
                                                                                                                    that, notwithstanding the foregoing, such party’s rights to reimbursement pursuant to this clause (v) with
                                                                                                                    respect to any such Nonrecoverable Advance or Workout-Delayed Reimbursement Amount that is a P&I Advance, being limited
                                                                                                                    (except to the extent set forth in Section 3.06(a)) to amounts on deposit in the applicable Serviced Loan Combination
                                                                                                                    Collection Account that were received in respect of the particular Mortgage Loan (as allocable thereto pursuant to the
                                                                                                                    related Loan Documents and the related Intercreditor Agreement) in the related Serviced Loan Combination as to which such
                                                                                                                    Nonrecoverable Advance or such Workout-Delayed Reimbursement Amount were incurred (provided, that to the extent such
                                                                                                                    amounts are insufficient to repay such Advances on any Mortgage Loan as to which there is a related Serviced Subordinate
                                                                                                                    Companion Loan, such P&I Advances may be reimbursed from collections on the related Serviced Loan Combination allocable
                                                                                                                    to such Serviced Subordinate Companion Loan);


 


(vi)          at
such time as it reimburses the Trustee, the Special Servicer or itself, in that order, as applicable, for (A) any unreimbursed
P&I Advance with respect to the applicable Mortgage Loan (including any such Advance that constitutes a Workout Delayed Reimbursement
Amount) or any unreimbursed principal and/or interest advance with respect to the related Serviced Companion Loan pursuant to
clause (iii) above, to pay itself, the Trustee or such Serviced Companion Loan Service Provider, as applicable, any Advance
Interest Amounts accrued and payable thereon, (B) any unreimbursed Property Advances (including any such Advance that constitutes
a Workout Delayed Reimbursement Amount) pursuant to clause (iv) above, to pay itself, the Special Servicer or the Trustee,
as the case may be, any Advance Interest Amounts accrued and payable thereon or (C) any Nonrecoverable Advances pursuant
to clause (v) above, to pay itself, the Special Servicer, the Trustee or any Serviced Companion Loan Service Provider, as
the case may be, any Advance Interest Amounts accrued and payable thereon, with such amounts payable in the case of clauses (A),
(B) and (C) above, first, from Penalty Charges pursuant to Section 3.12(d), then, from collections on, and proceeds
of the applicable Serviced Subordinate Companion Loan, if any, and then, from collections on, and proceeds of, on a pro rata
basis as between the Mortgage Loan and any related other Serviced Pari Passu Companion Loans (based on the Mortgage Loan’s
Stated Principal Balance or related Serviced Pari Passu Companion Loan’s principal balance), provided that, notwithstanding
the foregoing, such party’s rights to reimbursement pursuant to this clause (vi) with respect to any such interest
on P&I Advances (including any such P&I Advance that is a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount)
being limited to amounts on deposit in the applicable Serviced Loan Combination Collection Account that were received in respect
of the particular Mortgage Loan (as allocable thereto pursuant to the related Loan Documents and the related


 






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Intercreditor Agreement)
in the related Serviced Loan Combination as to which such advance relates (provided, that any Mortgage Loan as to which there
is a related Serviced Subordinate Companion Loan, such interest on P&I Advances may be reimbursed from collections on the
related Serviced Loan Combination allocable to such Serviced Subordinate Companion Loan);


 


(vii)          to
reimburse itself, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may be, as applicable,
for any unreimbursed expenses reasonably incurred by such Person in respect of any Breach or Defect with respect to the Mortgage
Loan giving rise to a repurchase obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage
Loan Purchase Agreement or, with respect to a Serviced Companion Loan, under the related mortgage loan purchase agreement, including,
without limitation, any expenses arising out of the enforcement of the repurchase obligation, each such Person’s right to
reimbursement pursuant to this clause (vii) with respect to such Serviced Loan Combination being limited to that portion
of the Repurchase Price paid for the related Mortgage Loan that represents such expense in accordance with clause (e) of
the definition of Repurchase Price (or, with respect to a Serviced Companion Loan, a comparable expense);


 


(viii)         to
pay itself all Prepayment Interest Excesses on any related Mortgage Loan or Serviced Companion Loan included in the Serviced Loan
Combinations not required to be used pursuant to Section 3.17(c) of this Agreement;


 


(ix)          (A) to
pay itself, as additional servicing compensation in accordance with Section 3.12(a), (1) interest and investment income earned
in respect of amounts relating to such Serviced Loan Combination held in the applicable Serviced Loan Combination Collection Account
as provided in Section 3.07(b) (but only to the extent of the net investment earnings with respect to such Serviced
Loan Combination Collection Account for any period from any Distribution Date to the immediately succeeding Servicer Remittance
Date) and (2) any Penalty Charges on the related Mortgage Loan and Serviced Companion Loan (except to the extent prohibited by
the related Intercreditor Agreement and other than Specially Serviced Loans) but only to the extent collected from the related
Borrower and to the extent that all amounts then due and payable with respect to the Serviced Loan Combinations have been paid
and are not needed to pay Advance Interest Amounts, interest on debt service advances made by the related Serviced Companion Loan
Service Provider and/or Additional Trust Fund Expenses in accordance with Section 3.12 and the related Intercreditor Agreement;
and (B) to pay the Special Servicer, as additional servicing compensation in accordance with the second paragraph of Section 3.12,
the portion of any Penalty Charges on the related Mortgage Loan and Serviced Companion Loan (except to the extent prohibited by
the related Intercreditor Agreement), during the period it is a Specially Serviced Loan (but only to the extent collected from
the related Borrower and to the extent that all amounts then due and payable with respect to the related Specially Serviced Loan
have been paid and are not needed to pay interest on Advances, interest on debt service advances made by the related Serviced
Companion Loan Service Provider and/or Additional Trust Fund Expenses in accordance with Section 3.12 and the related Intercreditor
Agreement);


  






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(x)           to
recoup any amounts deposited in such Serviced Loan Combination Collection Account in error;


 


(xi)          to
pay itself, the Special Servicer, the Depositor or any of their respective directors, officers, members, managers, employees and
agents, as the case may be, any amounts payable to any such Person pursuant to Sections 6.03(a) or 6.03(b), to the extent
that such amounts relate to such Serviced Loan Combinations;


 


(xii)          to
pay for the cost of the Opinions of Counsel contemplated by Sections 3.10(d), 3.10(e), 3.15(a), 3.15(b) and 11.08 to the extent
that such opinions specifically relate to such Serviced Loan Combinations;


 


(xiii)         to
pay out of general collections on such Serviced Loan Combination and related Serviced REO Property any and all federal, state
and local taxes imposed on the Upper-Tier REMIC, the Lower-Tier REMIC or any of their assets or transactions, together with all
incidental costs and expenses, in each case to the extent that neither the Master Servicer, the Special Servicer, the Certificate
Administrator nor the Trustee is liable therefor pursuant to this Agreement and only to the extent that such amounts relate to
the related Mortgage Loan or to the Serviced Companion Loans (but only to the extent that any Serviced Companion Loan is included
in a REMIC);


 


(xiv)         to
reimburse the Trustee and the Certificate Administrator out of general collections on such Serviced Loan Combination and related
REO Properties for expenses incurred by and reimbursable to it by the Trust Fund specifically related to such Serviced Loan Combination;


 


(xv)          to
pay any Person permitted to purchase a Mortgage Loan under Section 3.16 with respect to the Mortgage Loan included in such
Serviced Loan Combination, if any, previously purchased by such Person pursuant to this Agreement, all amounts received thereon
subsequent to the date of purchase relating to periods after the date of purchase;


 


(xvi)         to
deposit in the Interest Reserve Account the amounts with respect to the Mortgage Loan included in such Serviced Loan Combination
required to be deposited in the Interest Reserve Account pursuant to Section 3.05(e);


 


(xvii)        to
pay to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Depositor, as the case may
be, to the extent that such amounts relate to the Mortgage Loan included in such Serviced Loan Combination, any amount specifically
required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement to which reference is
not made in any other clause of this Section 3.06(b), it being acknowledged that this clause (xvii) shall
not be construed to modify any limitation or requirement otherwise set forth in this Agreement or in the related Intercreditor
Agreement as to the time at which any Person is entitled to payment or reimbursement of any amount or as to the funds from which
any such payment or reimbursement is permitted to be made;


 


 






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(xviii)       to
pay the related Mortgage Loan Seller with respect to the Mortgage Loan included in such Serviced Loan Combination, if any, previously
purchased or substituted (i.e., replaced) by such Person pursuant to or as contemplated by this Agreement, all amounts received
on such Mortgage Loan subsequent to the date of purchase or substitution, and, in the case of a substitution, with respect to
the related Qualifying Substitute Mortgage Loan(s), all Monthly Payments due thereon during or prior to the month of substitution,
in accordance with the third paragraph of Section 2.03(g); and


 


(xix)         to
clear and terminate such Serviced Loan Combination Collection Account at the termination of this Agreement pursuant to Section 9.01.


 


In
the case of the amounts payable as set forth above in this Section 3.06(b) with respect to any Serviced Loan Combination,
if such amount is not specifically payable, pursuant to the terms of this Agreement or the related Intercreditor Agreement, out
of collections or proceeds allocable to any particular note that is a part of such Serviced Loan Combination, such amount shall
be paid from collections on, and proceeds of the related Serviced Subordinate Companion Loan, if any, and then, from collections
on, and proceeds of, on a pro rata basis as between, the related Mortgage Loan and any related Serviced Pari Passu Companion
Loans (based on the related Mortgage Loan’s principal balance or the related Serviced Pari Passu Companion Loan’s
principal balance) and then, to the extent provided for in this Agreement, from general collections.


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property-by-property basis when appropriate,
for the purpose of justifying any withdrawal from any Serviced Loan Combination Collection Account. All withdrawals with respect
to any Serviced Loan Combination shall be made first, from the applicable Serviced Loan Combination Collection Account
and then, from the Master Servicer’s Collection Account to the extent permitted by Section 3.06(a). Upon request,
the Master Servicer shall provide to the Certificate Administrator such records and any other information in the possession of
the Master Servicer to enable the Certificate Administrator to determine the amounts attributable to the Lower-Tier REMIC and
the Companion Loans.


 


The
Master Servicer shall pay to the Special Servicer from the Serviced Loan Combination Collection Accounts amounts permitted to
be paid to it therefrom promptly upon receipt of a certificate of a Servicing Officer of such Special Servicer describing the
item and amount to which the Special Servicer is entitled (unless such payment to the Special Servicer is specifically required
pursuant to this Agreement and the timing and the amount of payment is specified in, or calculable pursuant to, this Agreement,
in which case a certificate is not required). The Master Servicer may rely conclusively on any such certificate and shall have
no duty to recalculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially
Serviced Loan included in the Serviced Loan Combination and related REO Loan, on a loan-by-loan and property-by-property basis
when appropriate, for the purpose of justifying any request for withdrawal from any Serviced Loan Combination Collection Account.


 


Any
permitted withdrawals under this Section 3.06(b) with respect to reimbursement for advances or other amounts payable
to an Other Trustee shall, if applicable,


 






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also be deemed to be a permitted withdrawal for similar amounts owed to the fiscal agent
of the Other Trustee, if any.

 


Notwithstanding
anything to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall withdraw
from the related Serviced Loan Combination Collection Account and remit to the related Serviced Companion Loan Noteholders,
within (x) with respect to any Serviced Subordinate Companion Loan, if required pursuant to the terms of the related
Intercreditor Agreement, within two (2) Business Days of receipt thereof and (y) with respect to any Serviced Pari Passu
Companion Loan, one (1) Business Day after the Determination Date, any amounts that represent Late Collections or Principal
Prepayments on such Serviced Companion Loan or any successor REO Loan with respect thereto, that are received by the Master
Servicer subsequent to 3:00 p.m. (New York City time) on the related Due Date therefor in any calendar month (exclusive of
any portion of such amount payable or reimbursable to any third party in accordance with the related Intercreditor Agreement
or this Agreement), unless such amount would otherwise be included in the scheduled monthly remittance to the holder of such
Serviced Companion Loan for such month.


 


If
the Master Servicer fails, as of 5:00 p.m. (New York City time) on any Servicer Remittance Date or any other date a remittance
is required to be made, to remit to the Certificate Administrator (in respect of the related Mortgage Loan) or the Serviced Companion
Loan Noteholders (in respect of any related Serviced Companion Loan) any amounts required to be so remitted hereunder by such
date (including any P&I Advance pursuant to Section 4.07 and any Excess Liquidation Proceeds allocable to the Serviced
Companion Loans pursuant to Section 4.01(d)), the Master Servicer shall pay to the Certificate Administrator (in respect
of the Mortgage Loan) or the Serviced Companion Loan Noteholders (in respect of the Serviced Companion Loan), for the account
of the Certificate Administrator (in respect of the Mortgage Loan) or the Serviced Companion Loan Noteholders (in respect of the
Serviced Companion Loans), interest, calculated at the Prime Rate, on such amount(s) not timely remitted, from the time such payment
was required to be made (without regard to any grace period) until (but not including) the date such late payment is received
by the Certificate Administrator or the Serviced Companion Loan Noteholders, as applicable.


 


(c)          On
each Servicer Remittance Date, all net income and gain realized from investment of funds to which the Master Servicer or the Special
Servicer is entitled pursuant to Section 3.07(b) of this Agreement shall be subject to withdrawal by the Master Servicer
or the Special Servicer, as applicable.


 


(d)          With
respect to the Serviced Loan Combinations, if amounts required to pay the expenses allocable to any related Serviced Companion
Loan exceed amounts on deposit in the Serviced Loan Combination Collection Account and the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as applicable, shall have sought reimbursement from the Trust Fund with respect
to such expenses allocable to such Serviced Companion Loan, the Master Servicer or Special Servicer, as applicable, shall seek
(on behalf of the Trust Fund, subject to the related Intercreditor Agreement) payment or reimbursement from the holder of the
related Serviced Subordinate Companion Loan, if any, and then for the pro rata portion of such expenses allocable to the
Serviced Pari Passu Companion Loan from the related Serviced Companion Loan Noteholder or, if such Serviced Companion Loan has
been deposited


 


 






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into a securitization, out of general collections in the collection account established pursuant to the related
Other Pooling and Servicing Agreement.


 


(e)          If
                                                                                                          any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
                                                                                                          related Serviced REO Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer
                                                                                                          (provided that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master
                                                                                                          Servicer of the occurrence of such liquidation event and (2) with respect to clause (v) below, the Certificate
                                                                                                          Administrator shall have provided the Master Servicer and the Special Servicer with five Business Days’ prior notice of
                                                                                                          such final Distribution Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of
                                                                                                          Value Reserve Fund to the Master Servicer for deposit into the Collection Account for the following purposes:


 


(i)           to
reimburse the Special Servicer (if not already reimbursed), the Master Servicer or the Trustee, in accordance with Section 3.06(a)
of this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced
REO Property (together with the Advance Interest Amount);


 


(ii)          to
pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss of Value
Payments, would constitute an Additional Trust Fund Expense;


 


(iii)          to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be
(as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan
or any related successor REO Loan;


 


(iv)          following
the occurrence of a liquidation event with respect to such Mortgage Loan or any related Serviced REO Property and any related
transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any
other Mortgage Loan or Serviced REO Loan; and


 


(v)           On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above, to each
Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such
Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are attributable
to such Mortgage Loan or related REO Property, as the case may be, Additional Trust Fund Expenses or any Nonrecoverable Advances
incurred with respect to the Mortgage Loan related to such contribution.


 


Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall be
treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with respect
thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection Account
pursuant to clause (iv) of the prior paragraph shall be


 


 






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treated as Liquidation Proceeds received by the Trust in respect
of the Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover
an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(f)          Reserved.


 


(g)          The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier Distribution Account for any of the following
purposes (the order set forth below shall not indicate any order of priority), in each case to the extent not previously paid
from the Collection Account:


 


(i)           to
make deposits of the Lower-Tier Distribution Amount and the amount of any Prepayment Premium and Yield Maintenance Charges distributable
pursuant to Section 4.01(a) of this Agreement in the Upper-Tier Distribution Account, and to make distributions on the Class
LR Certificates in respect of the Class LTR Interest pursuant to Section 4.01(a) of this Agreement;


 


(ii)          to
pay itself, the Trustee and the Custodian respective portions of any accrued but unpaid Trustee/Certificate Administrator Fees;


 


(iii)          to
pay itself an amount equal to all net income and gain realized from investment of funds in the Lower-Tier Distribution Account
pursuant to Section 3.07(b) of this Agreement;


 


(iv)          to
pay to itself, the Trustee, the Custodian or any of their directors, officers, employees, representatives and agents, as the case
may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(b), Section 8.05(c) and Section 8.05(d)
of this Agreement;


 


(v)           to
recoup any amounts deposited in the Lower-Tier Distribution Account in error; and


 


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


 


(h)          The
Certificate Administrator may make withdrawals from the Upper-Tier Distribution Account for any of the following purposes:


 


(i)            to
make distributions to Certificateholders (other than Holders of the Class V and Class LR Certificates) on each Distribution
Date pursuant to Section 4.01 or Section 9.01 of this Agreement, as applicable;


 


(ii)           to
recoup any amounts deposited in the Upper-Tier Distribution Account in error; and


 


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


 


 






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Section 3.07          Investment
of Funds in the Collection Accounts, the Serviced Loan Combination Collection Accounts, the Distribution Accounts, the
Interest Reserve Account, the Excess Liquidation Proceeds Account, the REO Account, the Lock-Box Accounts, the Cash
Collateral Accounts and the Reserve Accounts. (a)  The Master Servicer (with respect to the Collection Account,
any Serviced Loan Combination Collection Account and any Borrower Accounts (as defined below and subject to the second
succeeding sentence)), the Special Servicer (with respect to any REO Account) and the Certificate Administrator (with respect
to the Distribution Accounts, the Interest Reserve Account and the Excess Liquidation Proceeds Account) may direct any
depository institution maintaining the Collection Account, any Serviced Loan Combination Collection Account, the Excess
Liquidation Proceeds Account, any Borrower Accounts, any REO Account, the Interest Reserve Account and the Distribution
Accounts (each such account, for purposes of this Section 3.07, an “Investment Account”), to invest
the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and
that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required to
be withdrawn from such Investment Account pursuant to this Agreement. Any investment of funds on deposit in an Investment
Account by the Master Servicer, the Special Servicer or the Certificate Administrator shall be documented in writing and
shall provide evidence that such investment is a Permitted Investment which matures at or prior to the time required hereby
or is payable on demand. In the case of any Escrow Account, Lock-Box Account, Cash Collateral Account or Reserve Account (the
“Borrower Accounts”), the Master Servicer shall act upon the written request of the related Borrower
or Manager to the extent that the Master Servicer is required to do so under the terms of the respective Loan Documents, provided that
in the absence of appropriate written instructions from the related Borrower or Manager meeting the requirements of
this Section 3.07, the Master Servicer shall have no obligation to, but will be entitled to, direct the investment of
funds in such accounts in Permitted Investments. All such Permitted Investments shall be held to maturity, unless payable on
demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such)
or in the name of a nominee of the Trustee. The Certificate Administrator shall have sole control (except with respect to
investment direction which shall be in the control of the Master Servicer or the Special Servicer, with respect to any REO
Accounts, as an independent contractor to the Trust Fund) over each such investment and any certificate or other
instrument evidencing any such investment shall be delivered directly to the Certificate Administrator or its agent (which
shall initially be the Master Servicer), together with any document of transfer, if any, necessary to transfer title to such
investment to the Trustee or its nominee. Neither the Certificate Administrator nor the Trustee shall have any responsibility
or liability with respect to the investment directions of the Master Servicer, the Special Servicer, any Borrower or Manager
or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Master Servicer shall have no
responsibility or liability with respect to the investment directions of the Special Servicer, the Certificate Administrator,
the Trustee, any Borrower or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. The
Special Servicer shall have no responsibility or liability with respect to the investment directions of the Master Servicer,
the Certificate Administrator, the Trustee, any Borrower or Manager or any losses resulting therefrom, whether from Permitted
Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Master Servicer (or the Special Servicer or the Certificate Administrator, as applicable)
shall:


 


 






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(x)          consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the
amount required to be withdrawn on such date; and


 


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


 


(b)          All
income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master Servicer
(except with respect to the investment of funds deposited in (i) any Borrower Account, which shall be for the benefit of
the related Borrower to the extent required under the related Loan Documents for the Mortgage Loan or applicable law, (ii) any
REO Account and the Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer or (iii) the Excess
Liquidation Proceeds Account, the Interest Reserve Account and the Distribution Accounts, which shall be for the benefit of the
Certificate Administrator) and, if held in the Collection Account, any Serviced Loan Combination Collection Account, REO Account
or Distribution Account shall be subject to withdrawal by the Master Servicer, the Special Servicer or the Certificate Administrator,
as applicable, in accordance with Section 3.06 or Section 3.15(b) of this Agreement, as applicable. The Master Servicer,
or with respect to any REO Account or Loss of Value Reserve Fund, the Special Servicer, or with respect to the Excess Liquidation
Proceeds Account, the Distribution Accounts, the Certificate Administrator, shall deposit from its own funds into the Collection
Account, the applicable Serviced Loan Combination Collection Account, any REO Account or Loss of Value Reserve Fund, the Excess
Liquidation Proceeds Account, the Interest Reserve Account or the Distribution Accounts, as applicable, the amount of any loss
incurred in respect of any such Permitted Investment immediately upon realization of such loss; provided, that the Master
Servicer, the Special Servicer or the Certificate Administrator, as applicable, may reduce the amount of such payment to the extent
it forgoes any investment income in such Investment Account otherwise payable to it. The Master Servicer shall also deposit from
its own funds in any Borrower Account immediately upon realization of such loss the amount of any loss incurred in respect of
Permitted Investments, except to the extent that amounts are invested at the direction of or for the benefit of the Borrower under
the terms of the related Loan Documents for the Mortgage Loan, Serviced Loan Combination or applicable law; provided that
neither the Master Servicer nor the Special Servicer shall be required to deposit any loss on an investment of funds in an Investment
Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution
or trust company that holds such Investment Account, so long as such depository institution or trust company has satisfied the
qualifications set forth in the definition of Eligible Account both (x) at the time the investment was made and (y) 30 days
prior to such insolvency.


 


(c)          Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, in either case as a result of an action
or inaction of the Master Servicer, the Special Servicer or the Certificate Administrator, as


 






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applicable, the Trustee may, and
upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such
action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings. If the Trustee takes any such action, (i) the Master Servicer, if such Permitted Investment was for the benefit
of the Master Servicer, (ii) the Special Servicer, if such Permitted


Investment was for the benefit of the Special Servicer
or (iii) the Certificate Administrator, if such Permitted Investment was for the benefit of the Certificate Administrator,
shall pay or reimburse the Trustee for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the
Trustee in connection therewith.


 


Nothwithstanding
the foregoing, for so long as Wells Fargo Bank, National Association is Certificate Administrator, funds held in the Distribution
Account, Interest Reserve Account and Excess Liquidation Proceeds Account shall not be invested.


 


Section 3.08     Maintenance
of Insurance Policies and Errors and Omissions and Fidelity Coverage. (a)  In the case of each Mortgage Loan or
Serviced Loan Combination, as applicable (but excluding any REO Loan and any Non-Serviced Mortgage Loan), the Master Servicer
shall use commercially reasonable efforts consistent with the Servicing Standard to cause the related Borrower, with respect to
the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and Serviced Loan Combinations that it is servicing, to maintain
the following insurance coverage (including identifying the extent to which such Borrower is maintaining insurance coverage and,
if such Borrower does not so maintain, the Master Servicer will itself cause to be maintained with Qualified Insurers) for the
related Mortgaged Property: (x) except where the Loan Documents permit a Borrower to rely on self-insurance provided by a
tenant, a fire and casualty extended coverage insurance policy, 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 Serviced Loan Combination, as applicable, and (ii) the Stated Principal Balance of such Mortgage Loan or Serviced Loan
Combination, as applicable, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause and
(y) all other insurance coverage (including, but not limited to, coverage for acts of terrorism) that is required, subject
to applicable law, under the related Loan Documents; provided, that:


 


(i)          the
Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property unless
the Trustee has an insurable interest and (x) such insurance policy was in effect at the time of the origination of the related
Mortgage Loan or Serviced Loan Combination, as applicable, or (y) such insurance policy was required by the related Loan
Documents and is available at commercially reasonable rates, provided that the Master Servicer shall require the related
Borrower to maintain such insurance in the amount, in the case of clause (x), maintained at origination, and in the case
of clause (y), required by such Mortgage Loan or Serviced Loan Combination, in each case, to the extent such amounts are
available at commercially reasonable rates and to the extent the Trustee has an insurable interest;


 


(ii)          if
and to the extent that any Loan Document grants the lender thereunder any discretion (by way of consent, approval or otherwise)
as to the insurance provider from whom the related Borrower is to obtain the requisite insurance coverage, the Master


 


 






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Servicer
shall (to the extent consistent with the Servicing Standard) require the related Borrower to obtain the requisite insurance coverage
from Qualified Insurers;


 


(iii)         the
                                                                                                                    Master Servicer shall have no obligation beyond using its reasonable efforts consistent with the Servicing Standard to cause
                                                                                                                    any Borrower to maintain the insurance required to be maintained under the Loan Documents; provided, that this clause shall
                                                                                                                    not limit the Master Servicer’s obligation to obtain and maintain a force-placed insurance policy, as provided
                                                                                                                    herein;


 


(iv)          except
as provided below (including under clause (vi) below), in no event shall the Master Servicer be required to cause the Borrower
to maintain, or itself obtain, insurance coverage to the extent that the failure of such Borrower to maintain insurance coverage
is an Acceptable Insurance Default (as determined by the Special Servicer);


 


(v)           to
the extent that the Master Servicer itself is required to maintain insurance that the Borrower does not maintain, the Master Servicer
will not be required to maintain insurance other than what is available to the Master Servicer on a force-placed basis at commercially
reasonable rates, and only to the extent the Trust as lender has an insurable interest thereon; and


 


(vi)          any
explicit terrorism insurance requirements contained in the related Loan Documents shall be enforced by the Master Servicer in
accordance with the Servicing Standard, unless the Special Servicer (and, if no Control Termination Event has occurred and is
continuing, the Directing Holder) have consented to a waiver (including a waiver to permit the Master Servicer to accept insurance
that does not comply with specific requirements contained in the Loan Documents) in writing of that provision in accordance with
the Servicing Standard; provided that the Special Servicer shall promptly notify the Master Servicer in writing of such
waiver.


 


The
Master Servicer shall notify the Special Servicer, the Certificate Administrator, the Trustee and the Directing Holder if the
Master Servicer determines in accordance with the Servicing Standard that a Borrower under a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) has failed to maintain insurance required under the Loan Documents and such failure materially and adversely affects
the interests of the Certificateholders or if a Borrower under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) has notified
the Master Servicer in writing that the Borrower does not intend to maintain such insurance and that the Master Servicer has determined
in accordance with the Servicing Standard that such failure materially and adversely affects the interests of the Certificateholders.


 


Subject
to Section 3.15(b) of this Agreement, with respect to each Serviced REO Property, the Special Servicer shall use reasonable
efforts and only if the Trustee has an insurable interest, consistent with the Servicing Standard, to maintain (subject to the
right of the Special Servicer to direct the Master Servicer to make a Property Advance for the costs associated with coverage
that the Special Servicer determines to maintain, in which case the Master Servicer shall make such Property Advance) with Qualified
Insurers to the extent reasonably available at commercially reasonable rates and to the extent the Trustee has an insurable interest,
(a) a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in
an amount that is at least equal to the lesser of the


 






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full
replacement value of the Mortgaged Property or the Stated Principal Balance of the Mortgage Loan, Serviced REO Loan or the
Serviced Loan Combination, as applicable (or such greater amount of coverage required by the related Loan Documents (unless
such amount is not available or, if no Control Termination Event has occurred and is continuing, the Directing Holder has
consented to a lower amount)), but, in any event, in an amount sufficient to avoid the application of any co-insurance
clause, (b) a comprehensive general liability insurance policy with coverage comparable to that which would be required
under prudent lending requirements and in an amount not less than $1.0 million per occurrence, and (c) to the extent
consistent with the Servicing Standard, a business interruption or rental loss insurance covering revenues or rents for a
period of at least 12 months; provided, that the Special Servicer shall not be required in any event to maintain or
obtain insurance coverage described in this paragraph beyond what is reasonably available at a commercially reasonable rate
and consistent with the Servicing Standard.


 


All
such insurance policies maintained as described above shall contain (if they insure against loss to property) a “standard”
mortgagee clause, with loss payable to the Master Servicer (on behalf of the Trustee on behalf of Certificateholders and, with
respect to a Serviced Loan Combination, the related Serviced Companion Loan Noteholders), or shall name the Trustee as the insured,
with loss payable to the Special Servicer on behalf of the Trustee (on behalf of Certificateholders and, with respect to a Serviced
Loan Combination, the related Serviced Companion Loan Noteholders) (in the case of insurance maintained in respect of an REO Property).
Any amounts collected by the Master Servicer or Special Servicer, as applicable, under any such policies (other than amounts to
be applied to the restoration or repair of the related Mortgaged Property or Serviced REO Property or amounts to be released to
the related Borrower, in each case in accordance with the Servicing Standard) shall be deposited in the Collection Account (or,
in the case of the Serviced Loan Combinations, in the applicable Serviced Loan Combination Collection Account), subject to withdrawal
pursuant to Section 3.06 of this Agreement, in the case of amounts received in respect of a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Loan Combination, or in the applicable REO Account of the Special Servicer, subject to withdrawal pursuant
to Section 3.15 of this Agreement, in the case of amounts received in respect of a Serviced REO Property. Any cost incurred
by the Master Servicer or the Special Servicer in maintaining any such insurance shall not, for purposes hereof, including calculating
monthly distributions to Certificateholders or Serviced Companion Loan Noteholders, be added to the Stated Principal Balance of
the related Mortgage Loan or the Serviced Loan Combination, notwithstanding that the terms of such Mortgage Loan or Serviced Loan
Combination so permit; provided, that this sentence shall not limit the rights of the Master Servicer or Special Servicer
on behalf of the Trust Fund to enforce any obligations of the related Borrower under such Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Loan Combination. Any costs incurred by the Master Servicer in maintaining any such insurance policies
in respect of the Mortgage Loans or Specially Serviced Loans (other than REO Properties) (i) if the Borrower defaults on
its obligation to do so, shall be advanced by the Master Servicer as a Property Advance and will be charged to the related Borrower
and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders, be added to the Stated Principal
Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Any cost incurred by the
Special Servicer in maintaining any such Insurance Policies with respect to Serviced REO Properties shall be an expense of the
Trust Fund (and in the case of any Serviced Loan


 






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Combination, such expense shall be allocated in accordance with the allocation
provisions of the related Intercreditor Agreement) payable out of the related REO Account (or Serviced Loan Combination REO Account,
as applicable) or, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Property Advance
(or paid from the Collection Account if the Master Servicer determines such Advance would be a Nonrecoverable Advance, subject
to Section 3.21(d) of this Agreement).


 


(b)          If
either:


 


(x) the
Master Servicer or Special Servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy or master
force-placed policy insuring against hazard losses on all of the Mortgage Loans (other than Non-Serviced Mortgage Loans), Serviced
Loan Combinations or Serviced REO Properties, as applicable, then, to the extent such policy


 


(i)         is
obtained from a Qualified Insurer, and


 


(ii)        provides
protection equivalent to the individual policies otherwise required, or


 


(y) the
Master Servicer or the Special Servicer (or, in each case, its corporate parent), as applicable, has long-term unsecured debt
obligations that are rated at least “A2” by Moody’s and “A-” by Fitch, and the Master Servicer or
Special Servicer self-insures for its obligation to maintain the individual policies otherwise required,


 


then
the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause hazard insurance
to be maintained on the related Mortgaged Properties or Serviced REO Properties, as applicable.


 


Such
a blanket or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case
the Master Servicer or Special Servicer, as the case may be, that maintains such policy shall, if there shall not have been maintained
on any Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced REO Property thereunder
a hazard insurance policy complying with the requirements of Section 3.08(a) of this Agreement, and there shall have been
one or more losses that would have been covered by such an individual policy, promptly deposit into the Collection Account (or,
in the case of a Serviced Loan Combination, in the related Serviced Loan Combination Collection Account), from its own funds,
the amount not otherwise payable under the blanket or master force-placed policy in connection with such loss or losses because
of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan or the related Serviced Loan Combination, as applicable (or, in the absence of any such deductible limitation,
the deductible limitation for an individual policy which is consistent with the Servicing Standard). The Master Servicer and Special
Servicer shall prepare and present, on behalf of itself, the Trustee, Certificateholders and, if applicable the Serviced Companion
Loan Noteholders, claims under any such blanket or master force-placed policy maintained by it in a timely fashion in accordance
with the terms of such policy. If the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property securing
a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced REO Property to be covered by


 


 






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such “force-placed”
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or Serviced REO Property (i.e.,
other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or Serviced REO Property
is covered thereby) shall be paid as a Property Advance.


 


(c)          With
respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Loan Combination, as applicable, that is
subject to an


 


Environmental Insurance Policy, 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 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.
With respect to each Specially Serviced Loan and Serviced REO Property that is subject to an Environmental Insurance Policy, if
the Special Servicer has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy, such Special
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, on behalf of the Certificateholders
and, if applicable, the Serviced Companion Loan Noteholders (giving due regard to the junior nature of the related Subordinate
Companion Loan, if any), is entitled thereunder. Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing
Standard in connection with any claim under an Environmental Insurance Policy described above (whether by the Master Servicer
or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer or the Special Servicer, if applicable, as a Property
Advance.


 


(d)          The
Master Servicer and Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special Servicer,
at all times during the term of this Agreement during which Specially Serviced Loans and/or Serviced REO Properties as to which
it is the Special Servicer are included in the Trust Fund) keep in force with a Qualified Insurer, a fidelity bond in such
form and amount as are consistent with the Servicing Standard. The Master Servicer or Special Servicer, as applicable, shall be
deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage and, by the terms
of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer or Special Servicer, as the case may be.
Such fidelity bond shall provide that it may not be canceled without ten days’ prior written notice to the Trustee. So long
as the long-term unsecured debt obligations of the Master Servicer (or its corporate parent if such insurance is guaranteed by
its parent) or the Special Servicer (or its corporate parent), as applicable, are rated at least “A2” by Moody’s
and “A-” by Fitch, the Master Servicer or the Special Servicer, as applicable, may self-insure with respect to the
fidelity bond coverage required as described above, in which case it shall not be required to maintain an insurance policy with
respect to such coverage.


 


The
Master Servicer and Special Servicer, as applicable, shall at all times during the term of this Agreement (or, in the case of
the Special Servicer, at all times during the term of this Agreement during which Specially Serviced Loans and/or Serviced REO
Properties exist as part of the Trust Fund) also keep in force with a Qualified Insurer a policy or policies of insurance covering
loss occasioned by the errors and omissions of its officers and employees in connection with their servicing obligations hereunder,
which policy or policies shall be in such


 






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form
and amount as are consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall
be deemed to have complied with the foregoing provisions if an Affiliate thereof has such insurance and, by the terms of such
policy or policies, the coverage afforded thereunder extends to the Master Servicer or Special Servicer, as the case may be.
Any such errors and omissions policy shall provide that it may not be canceled without ten days’ prior written notice
to the Trustee. So long as the long-term unsecured debt obligations of the Master Servicer (or its corporate parent if such
insurance is guaranteed by its parent) or the Special Servicer (or its corporate parent), as applicable, are rated not lower
than “A2” by Moody’s and “A-” by Fitch, the Master Servicer or the Special Servicer, as
applicable, may self-insure with respect to the errors and omissions coverage required as described above, in which case it
shall not be required to maintain an insurance policy with respect to such coverage.


 


Section 3.09     Enforcement
of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Loan Combination contains a provision in the nature of a “due-on-sale” clause (including,
without limitation, sales or transfers of Mortgaged Properties (in full or part) or the sale, transfer, pledge or hypothecation
of direct or indirect interests in the Borrower or its owners), which by its terms:


 


(i)          provides
that such Mortgage Loan or Serviced Loan Combination will (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 (including, without limitation, the sale, transfer,
pledge or hypothecation of direct or indirect interests in the Borrower or its owners),


 


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


 


(iii)         provides
that such Mortgage Loan or Serviced Loan Combination may be assumed or transferred without the consent of the mortgagee, provided
certain conditions set forth in the Loan Documents are satisfied,


 


then,
for so long as such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination (or related Mortgage
Loan) is included in the Trust Fund, subject to the rights of the Directing Holder and Section 3.25, the Special Servicer, on
behalf of the Trust Fund, shall not be required to enforce any such due-on-sale clauses and in connection therewith shall not
be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption if (1) such provision
is not exercisable under applicable law or if the Special Servicer determines, subject to the rights of the Directing Holder,
that the enforcement of such provision is reasonably likely to result in meritorious legal action by the Borrower or (2) the
Special Servicer determines, in accordance with the Servicing Standard and subject to the rights of the Directing Holder, that
granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Calculation
Rate), than would enforcement of such clause. The Special Servicer shall be responsible for determining whether (i) to enforce
any such due-on-sale clauses or (ii) to provide its consent to such an assumption, and for the handling of all related processing
and documentation, or, if mutually agreed to by the Master Servicer and the Special Servicer, the Master Servicer shall be required
to process such request subject to the consent of


 






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the
Special Servicer. If the Special Servicer determines that (A) granting such consent would be likely to result in a
greater recovery, (B) such provision is not legally enforceable, or (C) that the conditions described in
clause (a)(iii) above relating to the assumption or transfer of a related Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Loan Combination have been satisfied, the Special Servicer is authorized to take or enter into an
assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and
to release the original Borrower from liability upon such Mortgage Loan and substitute the new Borrower as obligor thereon, provided
that (a) the credit status of the prospective new Borrower is in compliance with the Special Servicer’s Servicing
Standard and criteria and the terms of the related Mortgage and (b) the Special Servicer has followed the No Downgrade
Confirmation process pursuant to Section 3.30 relating to the Certificates and Serviced Companion Loan Securities, if
any, with respect to Moody’s, Fitch and Morningstar in the case of any such Mortgage Loan that (A) represents one of
the 10 largest Mortgage Loans based on Stated Principal Balance, (B) represents more than 5% of the aggregate Stated
Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance of at least $10,000,000 or (C)
has a Stated Principal Balance that is more than $35,000,000; provided, that the Special Servicer shall be entitled to
reasonably rely upon the written notification provided by the master servicer or special servicer, as applicable, of the
applicable Other Securitization regarding (i) whether such Serviced Companion Loan is one of the 10 largest mortgage loans or
groups of cross-collateralized Mortgage Loans in such Other Securitization and (ii) whether the Special Servicer is required
to obtain a No Downgrade Confirmation with respect to the related Serviced Companion Loan Securities prior to waiving any
rights under a due-on-sale clause . The Special Servicer shall be entitled to rely on the master servicer and/or the
special servicer of the Other Securitization to determine whether a No Downgrade Confirmation is required with respect to the
Serviced Companion Loans under the Other Securitization. In connection with each such assumption or substitution entered into
by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Special Servicer
shall notify the Trustee, the Master Servicer, the Certificate Administrator and the Directing Holder that any such
assumption or substitution agreement has been completed by forwarding to the Custodian (with a copy to the Master
Servicer, the Certificate Administrator, the Trustee and the Directing Holder, as applicable) the original copy of such
agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and instruments constituting a part thereof. To the extent not
precluded by the Loan Documents, the Special Servicer shall not approve an assumption or substitution without requiring the
related Borrower to pay any fees owed to the Rating Agencies associated with the approval of such assumption or substitution.
However, if the related Borrower is required but fails to pay such fees, such fees shall be an expense of the Trust Fund,
provided that the Special Servicer, or the Master Servicer at the direction of the Special Servicer, shall be required, after
receiving payment from amounts on deposit in the Collection Account, if any, to (i) promptly notify the holder of the related
Companion Loan and (ii) use commercially reasonable efforts to exercise on behalf of the Trust Fund the rights of the Trust
Fund under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable
to the related Serviced Companion Loan from the holders of such Serviced Companion Loan.


 


 


 






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(b)          If
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination contains a provision in the nature of
a “due-on-encumbrance” clause, which by its terms:


 


(i)           provides
that such Mortgage Loan or Serviced Loan Combination shall (or may at the mortgagee’s option) become due and payable
upon the creation of any lien or other encumbrance on the related Mortgaged Property or any direct or indirect ownership
interest in the related Borrower (including, unless specifically permitted, any mezzanine financing of the Borrower or the
Mortgaged Property or any sale or transfer of preferred equity in the related Borrower or its owners),


 


(ii)           requires
the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property (including,
without limitation, any mezzanine financing of the related Borrower or the Mortgaged Property or any sale or transfer of preferred
equity in the related Borrower or its owners), or


 


(iii)          provides
that such Mortgaged Property may be further encumbered without the consent of the mortgagee (including, without limitation, any
mezzanine financing of the related Borrower or the Mortgaged Property or any sale or transfer of preferred equity in the related
Borrower or its owners), provided certain conditions set forth in the Loan Documents are satisfied,


 


then,
subject to Section 3.25, the Special Servicer, on behalf of the Trust Fund, shall not be required to enforce such due-on-encumbrance
clauses and in connection therewith, will not be required to (i) accelerate the payments on the related Mortgage Loan or
Serviced Loan Combination or (ii) withhold its consent to such lien or encumbrance, if the Special Servicer, subject to the
rights of the Directing Holder, (x) determines, in accordance with the Servicing Standard that such enforcement would not
be in the best interests of the Trust Fund or the holder of the related Serviced Companion Loan, if applicable (giving due regard
to the junior nature of the related Subordinate Companion Loan, if any), or that in the case of a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or Serviced Loan Combination described in clause (b)(iii) above that the conditions to further
encumbrance have been satisfied and (y) as to any Mortgage Loan or Serviced Loan Combination, follows the No Downgrade Confirmation
procedure pursuant to Section 3.30 with respect to Moody’s, Fitch and Morningstar in the case of any such Mortgage
Loan that (A) represents one of the 10 largest Mortgage Loans based on Stated Principal Balance, (B) represents more than 2% of
the aggregate Stated Principal Balance of the Mortgage Loans then outstanding or (C) has a Stated Principal Balance that is more
than $20,000,000; provided, that the Special Servicer shall be entitled to reasonably rely upon the written notification
provided by the master servicer or special servicer, as applicable, of the applicable Other Securitization regarding (i) whether
such Serviced Companion Loan is one of the 10 largest mortgage loans or groups of cross-collateralized Mortgage Loans in such
Other Securitization and (ii) whether the Special Servicer is required to obtain a No Downgrade Confirmation with respect to the
related Serviced Companion Loan Securities prior to waiving any rights under a due-on-encumbrance clause. To the extent not precluded
by the Loan Documents, the Special Servicer shall not approve an assumption or substitution without requiring the related Borrower
to pay any fees owed to the Rating Agencies associated with the approval of such lien or encumbrance. However, if the related
Borrower is required but fails to pay such fees, such fees shall be an expense of the Trust Fund, provided that the Special


 






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Servicer,
or the Master Servicer at the direction of the Special Servicer, shall be required, after receiving payment from amounts on
deposit in the Collection Account, if any, to (i) promptly notify the holder of the related Companion Loan and (ii) use
commercially reasonable efforts to exercise on behalf of the Trust Fund the rights of the Trust Fund under the related
Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced
Companion Loans from the holders of such Serviced Companion Loan. The Special Servicer shall be responsible for determining
whether (i) to enforce any such due-on-encumbrance clauses or (ii) to provide its consent to such a lien or
due-on-encumbrance, and for the handling of all related processing and documentation or, if mutually agreed to by the Master
Servicer and the Special Servicer, the Master Servicer shall be required to process such request subject to the consent of
the Special Servicer.


 


(c)          The
Special Servicer may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance”
clause relating to any Specially Serviced Loan without, if no Control Termination Event has occurred and is continuing, the
consent of the Directing Holder. The Directing Holder shall have 10 Business Days (or longer period provided by the related Intercreditor
Agreement) after receipt of notice along with the Special Servicer’s recommendation and analysis with respect to such waiver
and any additional information the Directing Holder may reasonably request from the Special Servicer of a proposed waiver or consent
under any “due-on-sale” or “due-on-encumbrance” clause in which to grant or withhold its consent
(provided that if the Special Servicer fails to receive a response to such notice from the Directing Holder in writing within
such period, then the Directing Holder shall be deemed to have consented to such proposed waiver or consent).


 


(d)          The
Master Servicer and the Special Servicer, as applicable, shall provide copies of any waivers it effects pursuant to Section 3.09(a)
or (b) of this Agreement to the other party, the 17g-5 Information Provider (who shall promptly post such waivers to the 17g-5
Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) and the related Other 17g-5 Information
Provider (if any) with respect to each Mortgage Loan or Serviced Loan Combination.


 


(e)          Nothing
in this Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien
or other encumbrance with respect to such Mortgaged Property.


 


(f)          In
connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, the Special Servicer shall
not agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a)
of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or Serviced Loan Combination or the related Note, other than pursuant to Section 3.26 hereof, as applicable.


 


 


 






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(g)          With
respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination which permits release of Mortgaged
Properties through defeasance:


 


(i)          If
such Mortgage Loan or Serviced Loan Combination requires that the lender purchase the required government securities, then the
Master Servicer shall purchase, or shall cause the purchase of, such obligations on behalf of the Trust, at the related Borrower’s
expense, in accordance with the terms of such Mortgage Loan; provided that the Master Servicer shall not accept the amounts
paid by the related Borrower to effect defeasance until acceptable government securities have been identified.


 


(ii)           To
the extent not inconsistent with such Mortgage Loan or Serviced Loan Combination, the Master Servicer shall require the related
Borrower to provide an Opinion of Counsel (which shall be an expense of the related Borrower) to the effect that the Trustee has
a first priority perfected security interest in the defeasance collateral (including the government securities) and the assignment
of the defeasance collateral is valid and enforceable; such opinion, together with any other certificates or documents to be required
in connection with such defeasance shall be in form and substance acceptable to each Rating Agency.


 


(iii)          To
the extent not inconsistent with such Mortgage Loan or Serviced Loan Combination, the Master Servicer shall require a certificate
at the related Borrower’s expense from an Independent certified public accountant certifying to the effect that the government
securities will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on
such Mortgage Loan or Serviced Loan Combination in compliance with the requirements of the terms of the related Loan Documents.


 


(iv)          Prior
to permitting the release of any Mortgaged Property through defeasance, the Master Servicer shall obtain, at the related Borrower’s
expense, a No Downgrade Confirmation; provided, the Master Servicer shall not be required to obtain such No Downgrade Confirmation
from any Rating Agency if such Mortgage Loan at the time of such defeasance is not (x) a Mortgage Loan that is one of the
ten largest Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or greater
than $20,000,000 or (z) a Mortgage Loan that represents 5% or more of the Stated Principal Balance of all Mortgage Loans.


 


(v)           Prior
to permitting release of any Mortgaged Property through defeasance, the Master Servicer shall require an Opinion of Counsel to
the effect that such release will not cause either Trust REMIC to fail to qualify as a REMIC at any time that any Certificates
are outstanding or cause a tax to be imposed on the Trust Fund under the REMIC Provisions; provided that to the extent
not inconsistent with the Mortgage Loan or Serviced Loan Combination, the related Borrower shall pay the cost related to the Opinion
of Counsel (and shall otherwise be a Servicing Advance).





 






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(vi)          No
defeasance shall occur on or prior to the second anniversary of the Startup Day of the Trust REMICs, or in the case of any Companion
Loan, the second anniversary of the startup day of any REMIC holding such Companion Loan.


 


(vii)         The
Trustee shall at the expense of the related Borrower (to the extent not inconsistent with the related Loan Documents) hold the
U.S. government securities as pledgee for the benefit of the Certificateholders and, if applicable, the Serviced Companion Loan
Noteholders, and the Certificate Administrator shall apply payments of principal and interest received on the government obligations
to the Collection Account in respect of the defeased Mortgage Loan according to the payment schedule existing immediately prior
to the defeasance.


 


(viii)         The
Master Servicer shall, in accordance with the Servicing Standard, enforce provisions in the Mortgage Loans that it is servicing
requiring Borrowers to pay all reasonable expenses associated with a defeasance.


 


(ix)          To
the extent not inconsistent with such Mortgage Loan, or to the extent the related Loan Documents provide the lender with discretion,
the Master Servicer shall require a single purpose entity, formed solely for the purpose of owning and pledging the government
securities related to one or more of the Mortgage Loans, to act as a successor Borrower.


 


(x)           The
Master Servicer may accept as defeasance collateral of any “government security,” within the meaning of Treasury Regulation’s
Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided, that
the Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not cause an Adverse
REMIC Event.


 


(xi)          Neither
the Master Servicer nor the Special Servicer shall charge a fee for defeasance in excess of that permitted under the Loan Documents
in the event that the Loan Documents provide for such a fee limitation.


 


(h)           Subject
to Section 6.07 of this Agreement, with respect to all Specially Serviced Loans and Performing Loans, the Special Servicer shall,
prior to waiving its rights or granting its consent to any proposed action of the Master Servicer under this Section 3.09,
and prior to itself taking such an action, obtain the written consent of the Directing Holder, which consent shall be deemed given
10 Business Days (or such longer period if necessary for a Serviced Loan Combination pursuant to the terms of the related Intercreditor
Agreement) after receipt (unless earlier objected to) by the Directing Holder of the Master Servicer’s and/or Special Servicer’s,
as applicable, written analysis and recommendation with respect to such action together with such other information reasonably
required by the Directing Holder. When the Special Servicer’s consent is requested under this Section 3.09, such consent
shall be deemed given 15 Business Days (or such longer time period pursuant to the terms of the related Intercreditor Agreement
but not less than five (5) Business Days after the time period set forth therein for Directing Holder approval) after receipt
(unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis
and recommendation with respect to such proposed action together with such other information reasonably required by the Special
Servicer.


 


 






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Section 3.10     Appraisals;
Realization upon Defaulted Mortgage Loans. (a) Other than with respect to a Non-Serviced Mortgage Loan,
contemporaneously with the earliest of (i) the effective date of any (A) modification of the Maturity Date or
extended Maturity Date, a Mortgage Rate, principal balance or amortization terms of any Mortgage Loan or Serviced Loan
Combination or any other term of a Mortgage Loan or Serviced Loan Combination, (B) extension of the Maturity Date or
extended Maturity Date of a Mortgage Loan or Serviced Loan Combination as described below in Section 3.26 of this
Agreement, or (C) consent to the release of any Mortgaged Property from the lien of the related Mortgage other than
pursuant to the terms of the related Mortgage Loan or Serviced Loan Combination, (ii) the occurrence of an Appraisal
Reduction Event, (iii) a default in the payment of a Balloon Payment for which an extension is not granted, or
(iv) the date on which the Special Servicer, consistent with the Servicing Standard, requests an Updated Valuation, the
Special Servicer shall use commercially reasonable efforts to obtain an Updated Valuation (or a letter update for an existing
appraisal which is less than two years old) within 60 days of such request, the cost of which shall constitute a
Property Advance; provided, that the Special Servicer shall not be required to obtain an Updated Valuation pursuant to
clauses (i) through (iv) above with respect to any Mortgaged Property for which there exists an Appraisal, Updated
Appraisal or Small Loan Appraisal Estimate which is less than nine months old unless the Special Servicer has actual
knowledge of a material adverse change in circumstances that, consistent with the Servicing Standard, would call into
question the validity of such Appraisal, Updated Appraisal or Small Loan Appraisal Estimate. For so long as such
Mortgage Loan or Serviced Loan Combination is a Specially Serviced Loan, the Special Servicer shall obtain letter updates to
each Updated Valuation every nine months, and the Master Servicer shall recalculate the Appraisal Reduction Amount
prior to the Special Servicer granting extensions beyond one year or any subsequent extension after granting a one year
extension with respect to the same Mortgage Loan or Serviced Loan Combination. Subject to any required consent from the
Directing Holder, nothing herein is intended to limit the Special Servicer’s ability to pursue multiple strategies
contemporaneously if the Special Servicer deems such actions appropriate under the Servicing Standard. The Special Servicer
shall update, every nine months, each Small Loan Appraisal Estimate or Updated Appraisal for so long as an Appraisal
Reduction Event exists with respect to the related Mortgage Loan or Serviced Loan Combination and the Master Servicer shall
recalculate the Appraisal Reduction Amount based on such updated Small Loan Appraisal Estimate or Updated Appraisal. The
Special Servicer shall send all such letter updates and Updated Valuations to the Master Servicer, the 17g-5 Information
Provider (who shall promptly post such materials to the 17g-5 Information Provider’s Website pursuant to
Section 3.14(d) of this Agreement), the related Serviced Companion Loan Noteholder (if any) and, for so long as no
Consultation Termination Event has occurred and is continuing, the Directing Holder.


 


The
Special Servicer shall monitor each Specially Serviced Loan, evaluate whether the causes of the default can be corrected over
a reasonable period without significant impairment of the value of the related Mortgaged Property, initiate corrective action
in cooperation with the Borrower if, in the Special Servicer’s judgment, cure is likely, and take such other actions (including
without limitation, negotiating and accepting a discounted payoff of a Mortgage Loan or Serviced Loan Combination) as are consistent
with the Servicing Standard. If, in the Special Servicer’s judgment, such corrective action has been unsuccessful, no satisfactory
arrangement can be made for collection of delinquent payments, and the Specially Serviced Loan has not been released from the
Trust Fund pursuant to any provision hereof, and


 






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except
as otherwise specifically provided in Section 3.09(a) and 3.09(b) of this Agreement, the Special Servicer may, to the
extent consistent with the Asset Status Report (and with the consent of the Directing Holder if no Control Termination Event
has occurred and is continuing) and with the Servicing Standard, accelerate such Specially Serviced Loan and commence a
foreclosure or other acquisition with respect to the related Mortgaged Property or Properties, provided that the
Special Servicer determines that such acceleration and foreclosure are more likely to produce a greater recovery to
Certificateholders and, if applicable, Serviced Companion Loan Noteholders (as a collective whole as if such
Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender) (and with respect to
any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate nature of such
Subordinate Companion Loan) on a present value basis (discounting at the related Calculation Rate) than would a waiver of
such default or an extension or modification in accordance with the provisions of Section 3.26 hereof. In connection
with causing the Trust to foreclose on collateral that consists of multiple properties held for sale to customers by the
related Borrower (such as unsold condominium units in a single project), the Special Servicer directing such foreclosure
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. The Master Servicer shall pay the
costs and expenses in any such proceedings as a Property Advance unless the Master Servicer or the Special Servicer, as
applicable, determines, in its good faith judgment, that such Property Advance would constitute a Nonrecoverable Advance; provided,
if such Property Advance would constitute a Nonrecoverable Advance but the Special Servicer determines that such payment
would be in best interests of the Certificateholders and, if applicable, Serviced Companion Loan Noteholders as a collective
whole (as if such Certificateholders and (with respect to a Serviced Loan Combination) Serviced Companion Loan Noteholders
constituted a single lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan,
taking into account the subordinate nature of such Subordinate Companion Loan) (with the Master Servicer permitted to
conclusively rely upon any such determination by the Special Servicer), the Special Servicer shall direct the Master Servicer
to make such payment from the Collection Account (or, if applicable, the applicable Serviced Loan Combination Collection
Account), which payment shall be an Additional Trust Fund Expense. The Trustee shall be entitled to conclusively rely upon
any determination of the Master Servicer or Special Servicer that a Property Advance, if made, would constitute a
Nonrecoverable Advance. If the Master Servicer does not make such Property Advance in violation of the second preceding
sentence, the Trustee shall make such Property Advance, unless the Trustee determines that such Property Advance would be a
Nonrecoverable Advance. The Master Servicer and the Trustee, as applicable, shall be entitled to reimbursement of Property
Advances (with interest at the Advance Rate) made pursuant to this paragraph to the extent permitted by Section 3.06 of
this Agreement.


 


(b)          If
the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the state where the Mortgaged
Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against the related Borrower or
any other liable party if (i) the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure
or (ii) if the Special Servicer determines, in its best judgment, that the likely recovery if a deficiency judgment is obtained
will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment and such determination
is evidenced by an Officer’s Certificate delivered to the Trustee and the Certificate Administrator.


 






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(c)          In
the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be issued to the Trustee (on behalf of the Trust Fund), or to its nominee (which shall not include
the Special Servicer) or a separate Trustee or co-Trustee on behalf of the Trustee as Holder of the Lower-Tier Regular
Interests and the Certificateholders and, if applicable, the Serviced Companion Loan Noteholders. Notwithstanding any such
acquisition of title and cancellation of the related Mortgage Loan or Serviced Loan Combination, as applicable, such Mortgage
Loan or Serviced Loan Combination, as applicable, shall (except for purposes of Section 9.01 of this Agreement) be
considered to be a Serviced REO Loan until such time as the related Serviced REO Property shall be sold by the Trust Fund and
shall be reduced only by collections net of expenses. Consistent with the foregoing, for purposes of all calculations
hereunder, so long as such Mortgage Loan or Serviced Loan Combination, as applicable, shall be considered to be an
outstanding Mortgage Loan or Serviced Loan Combination, as applicable:


 


(i)          it
shall be assumed that, notwithstanding that the indebtedness evidenced by the related Note shall have been discharged, such Note
and, for purposes of determining the Stated Principal Balance thereof, the related amortization schedule in effect at the time
of any such acquisition of title shall remain in effect; and


 


(ii)          subject
to Section 1.02(g) of this Agreement, Net REO Proceeds received in any month shall be applied to amounts that would have
been payable under the related Note(s) in accordance with the terms of such Note(s) and any applicable Intercreditor Agreement.
In the absence of such terms, Net REO Proceeds shall, subject to Section 1.02(g) of this Agreement, be deemed to have been
received first, in payment of the accrued interest that remained unpaid on the date that the related Serviced REO Property
was acquired by the Trust Fund; second, in respect of the delinquent principal installments that remained unpaid on such
date; and thereafter, Net REO Proceeds received in any month shall be applied to the payment of installments of principal
and accrued interest on such Mortgage Loan or Serviced Companion Loan, as applicable, deemed to be due and payable in accordance
with the terms of such Note(s) and such amortization schedule until such principal has been paid in full and then to other amounts
due under such Mortgage Loan or Serviced Companion Loan, as applicable. If such Net REO Proceeds exceed the Monthly Payment then
payable, the excess shall be treated as a Principal Prepayment received in respect of such Mortgage Loan or Serviced Companion
Loan, as applicable.


 


(d)          Notwithstanding
any provision herein to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal property
pursuant to this Section 3.10 unless either:


 


(i)          such
personal property is incident to real property (within the meaning of Section 856(e)(l) of the Code) so acquired by the Special
Servicer for the benefit of the Trust Fund; or


 


(ii)          the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Lower-Tier
REMIC) to the effect that the holding of such personal property by the Lower-Tier REMIC will not cause the imposition of a tax
on either Trust REMIC under the REMIC Provisions or cause either


 


 






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Trust REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding (and such Opinion of Counsel may be premised on the designation hereby of any such personal property
as being deemed part of an “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h))
with the owner of such personal property for federal income tax purposes to be designated at such time).


 


(e)          Notwithstanding
any provision to the contrary in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund, obtain title
to any direct or indirect partnership interest or other equity interest in any Borrower pledged pursuant to any pledge
agreement unless the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an
expense of the Trust Fund (and in the case of any Serviced Loan Combination, such expense shall be allocated in accordance
with the allocation provisions of the related Intercreditor Agreement)) to the effect that the holding of such partnership
interest or other equity interest by the Trust Fund will not cause the imposition of a tax on either Trust REMIC under the
REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is
outstanding.


 


(f)          Notwithstanding
any provision to the contrary contained in this Agreement, the Special Servicer shall not cause the Trustee, on behalf of the
Trust Fund, to obtain title to a Mortgaged Property as a result of or in lieu of foreclosure or otherwise, to obtain title to
any direct or indirect partnership interest in any Borrower pledged pursuant to a pledge agreement and thereby be the beneficial
owner of a Mortgaged Property, have a receiver of rents appointed with respect to, and shall not otherwise cause the Trustee to
acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the
Trustee, for the Trust Fund, the Certificateholders or Serviced Companion Loan Noteholders, if applicable, would be considered
to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator”
of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended from time to time, or any comparable law, unless the Special Servicer has previously determined in accordance with
the Servicing Standard, based on an updated environmental assessment report prepared by an Independent Person who regularly conducts
environmental audits, that:


 


(i)          such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to the Serviced Loan Combinations,
the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion
Loan Noteholders constituted a single lender (and with respect to any Serviced Loan Combination with a related Serviced Subordinate
Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion Loan), to take such actions
as are necessary to bring such Mortgaged Property in compliance therewith, and


 


(ii)          there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after consultation with an


 


 






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environmental consultant, it would be in the best economic interest of the Certificateholders
to take such actions with respect to the affected Mortgaged Property.


 


In
the event that the environmental assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates
that such Mortgaged Property may not be in compliance with applicable environmental laws or that Hazardous Materials may be present
but does not definitively establish such fact, the Special Servicer shall cause such further environmental tests to be conducted
by an Independent Person who regularly conducts such tests as the Special Servicer shall deem prudent to protect the interests
of Certificateholders and, if applicable, the Serviced Companion Loan Noteholders. Any such tests shall be deemed part of the
environmental assessment obtained by the Special Servicer for purposes of this Section 3.10.





 


(g)          The
environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within three months (or as soon
thereafter as practicable) of the determination that such assessment is required by any Independent Person who regularly conducts
environmental audits for purchasers of commercial property where the Mortgaged Property is located, as determined by the Special
Servicer in a manner consistent with the Servicing Standard. Upon the written direction of the Special Servicer and delivery by
the Special Servicer to the Master Servicer of pertinent back-up information the Master Servicer shall advance the cost of preparation
of such environmental assessments as a Property Advance unless the Master Servicer determines, in its good faith judgment, that
such Property Advance would be a Nonrecoverable Advance. The Master Servicer shall be entitled to reimbursement of Property Advances
(with interest at the Advance Rate) made pursuant to the preceding sentence to the extent permitted by Section 3.06. The
Special Servicer shall provide written reports and a copy of any environmental assessments in electronic format to the Directing
Holder (if no Consultation Termination Event has occurred and is continuing), the Master Servicer, the related Serviced Companion
Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such materials to the 17g-5 Information Provider’s
Website pursuant to Section 3.14(d) of this Agreement), monthly regarding any actions taken by the Special Servicer with
respect to any Mortgaged Property securing a Defaulted Mortgage Loan or defaulted Serviced Companion Loan as to which the environmental
testing contemplated by Section 3.10(e) of this Agreement has revealed that either of the conditions set forth in clauses (i)
and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of (i) satisfaction
of both such conditions, (ii) repurchase of the related Mortgage Loan by the Mortgage Loan Seller or (iii) release of
the lien of the related Mortgage on such Mortgaged Property.


 


(h)          If
the Special Servicer determines pursuant to Section 3.10(f)(i) of this Agreement that a Mortgaged Property is not in compliance
with applicable environmental laws but that it is in the best economic interest of the Trust Fund (and with respect to the Serviced
Loan Combinations, the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable,
Serviced Companion Loan Noteholders constituted a single lender, to take such actions as are necessary to bring such Mortgaged
Property in compliance therewith, or if the Special Servicer determines pursuant to Section 3.10(f)(ii) of this Agreement
that the circumstances referred to therein relating to Hazardous Materials are present but that it is in the best economic interest
of the Trust Fund (and with respect to the Serviced Loan Combinations, the Serviced Companion Loan Noteholders), as a collective
whole as if such


 






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Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender, to take
such action with respect to the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged Property
as is required by law or regulation, the Special Servicer shall (with the consent of the Directing Holder, if no Control Termination
Event has occurred and is continuing) take such action as it deems to be in the best economic interest of the Trust Fund (and
with respect to the Serviced Loan Combinations, the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan Noteholders constituted a single lender, but only if the Certificate Administrator
has mailed notice to the Holders of the Regular Certificates and the related Serviced Companion Loan Noteholders of such proposed
action, which notice shall be prepared by the Special Servicer, and only if the Certificate Administrator does not receive, within
30 days of such notification, instructions from the Holders of Regular Certificates entitled to a


majority of the Voting
Rights and, with respect to Serviced Loan Combinations, the applicable Serviced Companion Loan Noteholders directing the Special
Servicer not to take such action. Notwithstanding the foregoing, if the Special Servicer reasonably determines that it is likely
that within such 30-day period irreparable environmental harm to such Mortgaged Property would result from the presence of such
Hazardous Materials and provides a prior written statement to the Trustee and the Certificate Administrator setting forth the
basis for such determination, then the Special Servicer may take or cause to be taken such action to remedy such condition as
may be consistent with the Servicing Standard. None of the Trustee, the Certificate Administrator, the Master Servicer or the
Special Servicer shall be obligated to take any action or not take any action pursuant to this Section 3.10(h) at the direction
of the Certificateholders or with respect to any Serviced Loan Combination, at the direction of the Certificateholders and the
related Serviced Companion Loan Noteholders unless the Certificateholders and, with respect to any Serviced Companion Loan, the
Serviced Companion Loan Noteholders agree to indemnify the Trustee, the Certificate Administrator, the Master Servicer and the
Special Servicer with respect to such action or inaction. The Master Servicer shall advance the cost of any such compliance, containment,
clean-up or remediation as a Property Advance unless the Master Servicer determines, in its good faith judgment, that such Advance
would constitute a Nonrecoverable Advance.


 


(i)          The
Special Servicer shall notify the Master Servicer of any Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced
Mortgage Loan) which is abandoned or foreclosed that requires reporting to the IRS and shall provide the Master Servicer with
all information regarding forgiveness of indebtedness and required to be reported with respect to any Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or Serviced Loan Combination which is abandoned or foreclosed and the Master Servicer shall report
to the IRS and the related Borrower, in the manner required by applicable law, such information and the Master Servicer shall
report, via Form 1099C or Form 1099A, all forgiveness of indebtedness to the extent such information has been provided to the
Master Servicer by the Special Servicer. The Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


(j)          The
costs of any Updated Valuation obtained pursuant to this Section 3.10 shall be paid by the Master Servicer as a Property
Advance and shall be reimbursable from the Collection Account or, with respect to the Serviced Loan Combinations, first,
from the applicable Serviced Loan Combination Collection Account and second, to the extent amounts in


 


 






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the Serviced Loan
Combination Collection Accounts are insufficient therefor, from the Collection Account in accordance with Section 3.06(a);
provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if
any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise
on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion
of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders.


 


Section 3.11          Custodian
to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Loan
Combination, or the receipt by the Master Servicer of a notification that payment in full has been escrowed in a manner
customary for such purposes, the Master Servicer shall immediately notify the Custodian by 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 or the applicable Serviced Loan Combination Collection
Account, as applicable, pursuant to Section 3.05 of this Agreement have been or will be so deposited) of a Servicing
Officer and shall request delivery to it of the related Mortgage File. Any expense incurred in connection with any instrument
of satisfaction or deed of reconveyance that is not paid by the related Borrower shall be chargeable to the Trust Fund. The
Master Servicer agrees to use reasonable efforts in accordance with the Servicing Standard to enforce any provision in the
relevant Loan Documents that require the Borrower to pay such amounts. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be an expense of the Custodian.


 


From
time to time upon request of the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release,
the Custodian shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to the
Master Servicer or the Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in the event of a liquidation
or conversion of the Mortgage Loan or the Serviced Loan Combination into a Serviced REO Property, or in the event of a substitution
of a Mortgage Loan pursuant to Section 2.03 of this Agreement, or receipt by the Custodian of a certificate of a Servicing
Officer stating that such Mortgaged Property was liquidated and that all amounts received or to be received in connection with
such liquidation which are required to be deposited into the Collection Account or the applicable Serviced Loan Combination Collection
Account, as applicable, have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become a Serviced
REO Property, or that the Master Servicer has received a Qualifying Substitute Mortgage Loan and the applicable Substitution Shortfall
Amount, the Custodian shall deliver a copy of the Request for Release to the Master Servicer or the Special Servicer, as applicable.
If from time to time, pursuant to the terms of the applicable Intercreditor Agreement or Other Pooling and Servicing Agreement,
and as appropriate for enforcing the terms of the related Non-Serviced Mortgage Loan, the Other Servicer or the Other Special
Servicer requests delivery to it of the original Note by providing the Trustee and the Custodian a Request for Release, then the
Custodian shall release or cause the release of such original Note to the Other Servicer or the Other Special Servicer or its
designee.


 


Within
five (5) Business Days (or, in case of an emergency, within such shorter period as is reasonable under the circumstances) after
receipt of a written certification of a


 






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Servicing Officer, the Trustee shall execute and deliver to the Master Servicer (with
respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Loans) any court pleadings,
requests for a trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys, necessary to
the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against
any Borrower on the Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by
the Note or Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings
or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required, that the proposed
action is consistent with the Servicing Standard and that the execution and delivery thereof by the Trustee will not invalidate
or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or
trustee’s sale.


 


With
respect to the Heartland Industrial Portfolio Loan Combination, on and after the Heartland Industrial Portfolio Pari Passu Note
A-1 Securitization Date, if pursuant to the related Intercreditor Agreement and the related Other Pooling and Servicing Agreement,
and as appropriate for enforcing the terms of the Heartland Industrial Portfolio Loan Combination, as applicable, the related
Other Servicer requests in writing delivery to it of the original Note, then the Custodian shall release or cause the release
of such original Note to the related Other Servicer or its designee.


 


With
respect to the 40 Wall Street Loan Combination, on and after the 40 Wall Street Pari Passu Note A-1 Securitization Date, if pursuant
to the related Intercreditor Agreement and the related Other Pooling and Servicing Agreement, and as appropriate for enforcing
the terms of the 40 Wall Street Loan Combination, as applicable, the related Other Servicer requests in writing delivery to it
of the original Note, then the Custodian shall release or cause the release of such original Note to the related Other Servicer
or its designee.


 


Section 3.12          Servicing
Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation. (a) As compensation for its activities
hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan and Serviced
Companion Loan that it is servicing. The Master Servicer’s rights to the Servicing Fee may not be transferred in whole
or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and obligations
under this Agreement or as provided in the second succeeding paragraph with respect to the Excess Servicing Fee.


 


In
addition, the Master Servicer shall be entitled to receive, as additional Servicing Compensation, to the extent permitted by applicable
law and the related Loan Documents and any related Intercreditor Agreement, (i) all investment income earned on amounts on
deposit in the Collection Account (and with respect to each Serviced Loan Combination, the related Serviced Loan Combination Collection
Account) and certain Reserve Accounts (to the extent consistent with the related Loan Documents), (ii) any Net Default Interest
and any other Penalty Charges collected by the Master Servicer or the Special Servicer during a Collection Period accrued on any
Performing Loan (and the related Serviced Companion Loan, if applicable), in each case, remaining after application thereof during
such Collection Period to pay the Advance Interest Amount relating to such Performing Loan and to pay or reimburse the Trust for
any unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees) relating
to such Performing Loan


 






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incurred
during or prior to such Collection Period and, in the case of the Serviced Loan Combinations, to the extent allocated to the
related Mortgage Loan in the related Intercreditor Agreement, and as further described in Section 3.12(d),
(iii) any amounts collected for checks returned for insufficient funds (with respect to any Performing Loan or Specially
Serviced Loan), demand fees (with respect to any Performing Loan) or similar items (with respect to any Performing Loan)(but
not including Prepayment Premiums or Yield Maintenance Charges) and (iv) to the extent permitted by applicable law and
the related Loan Documents, 100% of any Modification Fees with respect to (and other similar fees relating to) any Performing
Loan or Serviced Companion Loan where the processing by, or consent of, the Special Servicer is not required (50% where the
processing by, or consent of the Special Servicer is required), 100% of any defeasance fees, 100% of Assumption Fees and
consent fees (or similar fees) relating to the transactions referred to in Section 3.09 of this Agreement with respect
to Performing Loans or the Serviced Companion Loan where the processing by, or consent of, the Special Servicer is not
required (50% where the processing by, or consent of the Special Servicer is required), 100% of any and all demand fees,
beneficiary statement charges and other usual and customary charges and fees (but not including Prepayment Premiums or Yield
Maintenance Charges) with respect to Performing Loans or Serviced Companion Loans, 50% of all fees paid in connection with a
Major Decision or a Special Servicer Decision with respect to all Mortgage Loans that are not Specially Serviced Loans, and
100% of assumption application fees with respect to Performing Loans or Serviced Companion Loans, in each case to the extent
received and not required to be deposited or retained in the Collection Account (or Serviced Loan Combination Collection
Account), in each case pursuant to Section 3.05 of this Agreement. The Master Servicer shall also be entitled pursuant
to, and to the extent provided in, Section 3.06(a)(viii) or 3.07(b) of this Agreement, as applicable, to withdraw from
the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under the
Mortgage Loan or applicable law), Net Prepayment Interest Excess, if any, that accrue on the Mortgage Loans that it is
servicing and any interest or other income earned on deposits therein. Subject to the provisions of the related
Intercreditor Agreement, the Master Servicer shall be entitled to the portion of Net Default Interest and any late payment
fees or penalty charges collected by the Other Servicer servicing a Non-Serviced Mortgage Loan that are allocated to such
Non-Serviced Mortgage Loan remaining after application thereof to reimburse interest on related P&I Advances and to
reimburse the Trust for certain expenses of the Trust, if applicable, as provided in this Agreement. Except as specified in
the preceding sentence and except with respect to clause (i) in this paragraph, the Master Servicer will not be
entitled to the compensation set forth in clauses (iii) and (iv) in this paragraph with respect to a Non-Serviced
Mortgage Loan. The Master Servicer shall not be entitled to any portion of Excess Interest paid on any ARD Loan.


 


Wells
Fargo Bank, National Association and any successor holder of the Excess Servicing Fee Rights that relate to the Mortgage Loans
(and any successor REO Loans with respect to such Mortgage Loans) 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 Act and any applicable state securities laws and is otherwise made in accordance with
the Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate
substantially in the form attached as


 






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Exhibit W-1 hereto, and (iii) the prospective transferee shall have delivered
to the Master Servicer and the Depositor a certificate substantially in the form attached as Exhibit W-2 hereto. None
of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor or the Certificate Registrar is obligated
to register or qualify an Excess Servicing Fee Right under the 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. Wells Fargo Bank, National Association 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 Wells Fargo Bank, National Association
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 Certificate Administrator, the Trustee, the Master Servicer,
the Certificate Registrar, the Operating Advisor and the Special Servicer against any liability that may result if such transfer
is not exempt from registration and/or qualification under the 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 a violation of any provision of the Act or other applicable securities laws or that would require
registration of such Excess Servicing Fee Right or any Certificate pursuant to the 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 or
successor REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall pay, out of each amount paid to
the Master Servicer as Servicing Fee with respect to such Mortgage Loan or REO Loan, as the case may be, the related Excess Servicing
Fees to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such 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 Certificate Registrar, the Operating 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.


 


As
compensation for its activities hereunder on each Distribution Date, the Certificate Administrator shall be entitled with respect
to each Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee, which shall be payable from amounts on deposit
in the Lower Tier Distribution Account. The Certificate Administrator shall pay the Trustee the Trustee’s portion of the
Trustee/Certificate Administrator Fee. The Certificate Administrator’s rights to the Trustee/Certificate Administrator Fee
may not be transferred in whole or in part except in connection with the transfer of all of its responsibilities and obligations
under this Agreement.


 


Except
as otherwise provided herein, the Master Servicer shall pay all of its overhead expenses incurred by it in connection with its
servicing activities hereunder, including all fees of any sub-servicers retained by it (but excluding Mortgage Loan Seller Sub-Servicers).


 


 






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Except as otherwise provided herein, the Trustee and the Certificate Administrator shall each pay all expenses incurred by it
in connection with its activities hereunder.


 


(b)          As
                                                                                                          compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced
                                                                                                          Loan and Serviced REO Loan to the Special Servicing Compensation, which shall be payable from amounts on deposit in the
                                                                                                          Collection Account or the Serviced Loan Combination Collection Account, as applicable, as set forth in Section 3.06 of
                                                                                                          this Agreement. The Special Servicer’s rights to the Special Servicing Fee may not be transferred in whole or in part
                                                                                                          except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this
                                                                                                          Agreement. In addition, the Special Servicer shall be entitled to receive, as Special Servicing Compensation, to the extent
                                                                                                          permitted by applicable law and the related Loan Documents, (i) any Net Default Interest and any other Penalty Charges
                                                                                                          collected by the Master Servicer or the Special Servicer during a Collection Period accrued on any Specially Serviced Loan
                                                                                                          remaining after application thereof during such Collection Period (and in the case of the Serviced Loan Combinations, as
                                                                                                          set forth in and subject to the terms of the related Intercreditor Agreement and Section 3.12(d) herein) to pay the
                                                                                                          Advance Interest Amount relating to such Specially Serviced Loan and any unreimbursed Additional Trust Fund Expenses
                                                                                                          (including Special Servicing Fees, Workout Fees and Liquidation Fees) incurred during or prior to such Collection Period on
                                                                                                          such related Specially Serviced Loan (but not NSF check fees and the like, which shall be paid to the Master Servicer) as
                                                                                                          further described below in this subsection (b), (ii) 50% of any Assumption Fees, consent fees (or similar fees)
                                                                                                          relating to the transactions referred to in Section 3.09 of this Agreement, or Modification Fees (and other similar
                                                                                                          fees) with respect to the Performing Loans and the related Companion Loans relating to any Performing Loan, when processing
                                                                                                          by or the approval of the Special Servicer is required and excluding any Prepayment Premiums or Yield Maintenance Charges,
                                                                                                          (iii) any interest or other income earned on deposits in the REO Accounts, (iv) 100% of any Assumption Fees,
                                                                                                          assumption application fees, consent fees (or similar fees) relating to the transactions referred to in Section 3.09 of
                                                                                                          this Agreement or Modification Fees (and other similar fees) relating to any Specially Serviced Loan or Serviced REO
                                                                                                          Loan, (v) 100% of any and all demand fees, beneficiary statement charges and other usual and customary charges and fees (but
                                                                                                          not including Prepayment Premiums or Yield Maintenance Charges) on Specially Serviced Loans, (vi) 50% of all fees paid in
                                                                                                          connection with a Major Decision or a Special Servicer Decision with respect to all Mortgage Loans that are not Specially
                                                                                                          Serviced Loans, and (vii) 100% of all fees paid in connection with a Major Decision or a Special Servicer Decision with
                                                                                                          respect to all Mortgage Loans that are Specially Serviced Loans.


 


Except
as otherwise provided herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities
hereunder, including all fees of any sub-servicers retained by it.


 


Subject
to the provisions of the related Intercreditor Agreement, the Special Servicer shall be entitled to the portion of Net Default
Interest and any other Penalty Charges collected by the Other Special Servicer servicing the related Non-Serviced Mortgage Loan
and that are allocated to such Non-Serviced Mortgage Loan remaining after application thereof during such Collection Period to
pay the Advance Interest Amount relating to such Non-Serviced Mortgage Loan and any unreimbursed Additional Trust Fund Expenses
(including Special Servicing Fees, Workout Fees and Liquidation Fees) incurred during or prior to such Collection


 


 






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Period on such
related Non-Serviced Mortgage Loan (but not NSF check fees and similar fees, which shall be paid to the Master Servicer) as provided
in this Agreement. Except as specified in the preceding sentence, the Special Servicer will not be entitled to (i) the compensation
set forth in this Section 3.12(b) with respect to a Non-Serviced Mortgage Loan or (ii) retain any portion of the Excess
Interest paid on any ARD Loan.


 


(c)          In
addition, a Workout Fee will be payable to the Special Servicer with respect to each Mortgage Loan (other than any
Non-Serviced Mortgage Loan) or Serviced Loan Combination that ceases to be a Specially Serviced Loan pursuant to the
definition thereof. As to each such Mortgage Loan or Serviced Loan Combination, the Workout Fee will be payable out of each
collection of interest and principal (including scheduled payments, prepayments, Balloon Payments and payments at maturity,
but excluding late payment charges, Default Interest and Excess Interest) received on such Mortgage Loan or Serviced Loan
Combination for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any such Mortgage Loan or
Serviced Loan Combination will cease to be payable if such loan again becomes a Specially Serviced Loan or if the related
Mortgaged Property becomes a Serviced REO Property; provided that a new Workout Fee will become payable if and when
such Mortgage Loan or Serviced Loan Combination again ceases to be a Specially Serviced Loan. If the Special Servicer is
terminated (other than for cause) or resigns with respect to any or all of its servicing duties, it shall retain the right to
receive any and all Workout Fees payable with respect to the Mortgage Loans or Serviced Loan Combinations that cease to be a
Specially Serviced Loan during the period that it had responsibility for servicing such Specially Serviced Loan (or for any
Specially Serviced Loan that had not yet become a Corrected Mortgage Loan because as of the time that the Special Servicer is
terminated the Borrower has not made three consecutive monthly debt service payments and subsequently the Specially Serviced
Loan becomes a Corrected Mortgage Loan) at the time of such termination or resignation (and the successor Special Servicer
shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such loan ceases to be
payable in accordance with the preceding sentence.


 


A
Liquidation Fee will be payable to the Special Servicer, except as described below, with respect to (i) each Mortgage Loan repurchased
by a Mortgage Loan Seller after the Initial Resolution Period (and giving effect to any Resolution Extension Period) in accordance
with Section 2.03(e) of this Agreement, (ii) each Specially Serviced Loan as to which the Special Servicer obtains a full,
partial or discounted payoff from the related Borrower, (iii) any Specially Serviced Loan or Serviced REO Property as to
which the Special Servicer recovered any Liquidation Proceeds and (iv) each Defaulted Mortgage Loan that is a Non-Serviced Mortgage
Loan sold by the Special Servicer in accordance with the second proviso in Section 3.16(b) of this Agreement as to which the Special
Servicer recovered any Liquidation Proceeds; provided, however, for clarification, in the case of clause (iv), should the Non-Serviced
Mortgage Loan be sold by the Other Special Servicer, then the Liquidation Fee shall be paid to such Other Special Servicer. As
to each such Mortgage Loan repurchased by a Mortgage Loan Seller after the Initial Resolution Period (and giving effect to any
Resolution Extension Period) in accordance with Section 2.03(e) of this Agreement or Specially Serviced Loan and Serviced
REO Property, the Liquidation Fee will be payable from the related payment or proceeds. Notwithstanding anything to the contrary
described above, no Liquidation Fee will be payable based on, or out of, Liquidation Proceeds to the extent set forth in the definition
of “Liquidation Fee” herein. With respect to any future mezzanine debt, to the extent not prohibited by the Loan Documents,
the


 






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Master
Servicer or Special Servicer, as applicable, shall require that the related mezzanine intercreditor agreement provide that
if a Mortgage Loan is purchased by the related mezzanine lender on a date that is more than 90 days following the date
that the related option first becomes exercisable, such mezzanine lender shall be required to pay a Liquidation Fee equal to
the amount that the Special Servicer would otherwise be entitled to under this Agreement with respect to a liquidation of
such Mortgage Loan (provided, that such Liquidation Fee shall in all circumstances be payable by the related mezzanine
lender and shall not, under any circumstances, be payable out of the Trust unless the Master Servicer fails to require the
related mezzanine intercreditor agreement to require the mezzanine lender to pay such amounts in breach of its obligation to
do so under this paragraph). If Liquidation Proceeds are received with respect to any Specially Serviced Loan as to which the
Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of
such Liquidation Proceeds that constitute principal and/or interest. Notwithstanding anything herein to the contrary, the
Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to
Liquidation Proceeds received on any Mortgage Loan or any Specially Serviced Loan. If (i) the Special Servicer resigns
or has been terminated, and (ii) either prior or subsequent to such resignation or termination, either (A) a
Specially Serviced Loan was liquidated or modified pursuant to an action plan submitted by the initial Special Servicer and
approved (or deemed approved) by the Directing Holder or the Special Servicer has determined to grant a forbearance, or
(B) a Specially Serviced Loan being monitored by the Special Servicer subsequently became a Corrected Mortgage Loan,
then in either such event the Special Servicer shall be paid the related Workout Fee or Liquidation Fee, as
applicable.


 


The
total amount of Workout Fees and Liquidation Fees that are payable by the Trust with respect to each Mortgage Loan, Serviced Loan
Combination or Serviced REO Loan through the period such Mortgage Loan is an asset of the Trust shall be subject to an aggregate
cap of $1,000,000. For the purposes of determining whether any such cap has been reached with respect to a Special Servicer and
a Mortgage Loan, Serviced Loan Combination or Serviced REO Loan, only the Workout Fees and Liquidation Fees paid to such Special
Servicer with respect to such Mortgage Loan, Serviced Loan Combination or Serviced REO Loan shall be taken into account, and any
Workout Fees or Liquidation Fees for any other Mortgage Loans, Serviced Loan Combinations or Serviced REO Loans shall not be taken
into account (and any Workout Fees or Liquidation Fees paid to a predecessor or successor special servicer or Other Special Servicer
shall also not be taken into account).


 


The
Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, any amounts, other than management fees in respect of REO Properties, due and owing
to any of its sub-servicers, any amounts due and owing to any of its Affiliates, and the premiums for any blanket Insurance Policy
obtained by it insuring against hazard losses pursuant to Section 3.08 of this Agreement, except to the extent such premiums
are reimbursable pursuant to Section 3.08 of this Agreement), if and to the extent such expenses are not expressly payable
directly out of the Collection Account or if a Serviced Loan Combination is involved, the applicable Serviced Loan Combination
Collection Account or the applicable REO Account or as a Property Advance, and the Special Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.





 






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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 or Serviced Loan Combination and any purchaser of any Mortgage Loan, Serviced Companion Loan or REO Property)
in connection with the disposition, workout or foreclosure of any Mortgage Loan or Serviced Loan Combination, 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.


 


(d)          In
determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan or, unless prohibited by the related
Intercreditor Agreement to be so applied, any Serviced Companion Loan, during the related Collection Period shall be applied
(as between Default Interest and late payment charges, in the priority set forth in the definition of “Advance
Interest Amount”) to reimburse (i) the Master Servicer or the Trustee for interest on Advances at the Advance
Rate with respect to such Mortgage Loan that accrued in the period that such Penalty Charges were collected and advance
interest to any related Serviced Companion Loan Service Provider for any debt service advance made by such party with respect
to any related Serviced Companion Loan that accrued in the period that such Penalty Charges were collected, (ii) the
Trust Fund for all interest on Advances with respect to such Mortgage Loan or Serviced Loan Combination previously paid to
the Master Servicer, the Trustee or to any Serviced Companion Loan Service Provider pursuant to Section 3.06(a)(vi) or
Section 3.06(b)(vi) of this Agreement, and (iii) the Trust Fund for any Additional Trust Fund Expenses (including
Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage Loan or Serviced Loan Combination
paid in the Collection Period that such Penalty Charges were collected and not previously paid out of Penalty Charges, and
any Penalty Charges remaining thereafter shall be distributed pro rata to the Master Servicer and the Special Servicer
based upon the amount of Penalty Charges the Master Servicer or the Special Servicer would otherwise have been entitled to
receive during such period with respect to such Mortgage Loan without any such application. Except as set forth in this
Agreement, the Special Servicer shall not be entitled to any Special Servicing Fees, Workout Fees or Liquidation Fees with
respect to any Non-Serviced Mortgage Loan or any related REO Property. For the avoidance of doubt, the portion of Penalty
Charges allocated to a Mortgage Loan that is part of a Non-Serviced Loan Combination (in accordance with the applicable
Intercreditor Agreement and, if applicable, the Other Pooling and Servicing Agreement) shall be allocated in accordance with
clauses (i), (ii) and (iii) above (except that, Advances in clauses (i) and (ii) shall mean P&I
Advances).


 


If
the Heartland Industrial Portfolio Loan Combination becomes a Specially Serviced Loan prior to the Heartland Industrial Portfolio
Pari Passu Note A-1 Securitization Date, the Special Servicer shall service and administer the Heartland Industrial Portfolio
Loan Combination and any related REO Property in the same manner as any other Specially Serviced Loan or Serviced REO Property
and shall be entitled to all rights and compensation earned with respect to such Serviced Loan Combination as Special Servicer
of such Serviced Loan


 


 






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Combination. With respect to the Heartland Industrial Portfolio Mortgage Loan, prior to the Heartland Industrial
Portfolio Pari Passu Note A-1 Securitization Date, no other special servicer will be entitled to any such compensation or have
such rights and obligations. If the Heartland Industrial Portfolio Loan Combination is still a Specially Serviced Loan on the
Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date, the Other Special Servicer and the Special Servicer shall
be entitled to compensation with respect to the Heartland Industrial Portfolio Loan Combination as if LNR Partners, LLC as the
Special Servicer were being terminated as the Special Servicer with respect to the Heartland Industrial Portfolio Loan Combination
and the Other Special Servicer were replacing LNR Partners, LLC as the successor Special Servicer with respect to the Heartland
Industrial Portfolio Loan Combination.


 


If
the Heartland Industrial Portfolio Loan Combination is being specially serviced when the Heartland Industrial Portfolio Pari
Passu Note A-1 is securitized, the Special Servicer shall be entitled to compensation for the period during which it acted as
Special Servicer with respect to such Loan Combination, including its share of any liquidation or workout fees and any
additional servicing compensation as well as all surviving indemnity and other rights in respect of such special servicing
role under this Agreement.


 


If
the 40 Wall Street Loan Combination becomes a Specially Serviced Loan prior to the 40 Wall Street Pari Passu Note A-1 Securitization
Date, the Special Servicer shall service and administer the 40 Wall Street Loan Combination and any related REO Property in the
same manner as any other Specially Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation
earned with respect to such Serviced Loan Combination as Special Servicer of such Serviced Loan Combination. With respect to the
40 Wall Street Mortgage Loan, prior to the 40 Wall Street Pari Passu Note A-1 Securitization Date, no other special servicer will
be entitled to any such compensation or have such rights and obligations. If the 40 Wall Street Loan Combination is still a Specially
Serviced Loan on the 40 Wall Street Pari Passu Note A-1 Securitization Date, the Other Special Servicer and the Special Servicer
shall be entitled to compensation with respect to the 40 Wall Street Loan Combination as if LNR Partners, LLC as the Special Servicer
were being terminated as the Special Servicer with respect to the 40 Wall Street Loan Combination and the Other Special Servicer
were replacing LNR Partners, LLC as the successor Special Servicer with respect to the 40 Wall Street Loan Combination.


 


If
the 40 Wall Street Loan Combination is being specially serviced when the 40 Wall Street Pari Passu Note A-1 is securitized, the
Special Servicer shall be entitled to compensation for the period during which it acted as Special Servicer with respect to such
Loan Combination, including its share of any liquidation or workout fees and any additional servicing compensation as well as
all surviving indemnity and other rights in respect of such special servicing role under this Agreement.


 


(e)          The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to reimbursement from the
Trust Fund (and, prior to recovery from the Trust Fund, in the case of any Serviced Loan Combinations, subject to the related
Intercreditor Agreement, first, from the related Subordinate Companion Loan up to the full principal balance thereof, if
any, and second, to the extent any such costs and expenses remain unreimbursed, from the related Mortgage Loan and the
Collection Account, or in the case of a Serviced Loan Combination with a Serviced Pari Passu Companion Loan, first, out
of the related


 


 






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Serviced
Loan Combination Collection Account from collections on the related Serviced Pari Passu Companion Loan and the related Mortgage
Loan on a pro rata basis by principal balance, and second, to the extent any such costs and expenses remain unreimbursed,
out of the Collection Account) for the costs and expenses incurred by them in the performance of their duties under this Agreement
which are “unanticipated expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii).
Such expenses shall include, by way of example and not by way of limitation, environmental assessments, Updated Appraisals and
appraisals in connection with foreclosure, the fees and expenses of any administrative or judicial proceeding and expenses expressly
identified as reimbursable in Section 3.06(a)(xv) of this Agreement. All such costs and expenses shall be treated as costs
and expenses of the Lower-Tier REMIC and the related Serviced Loan Combination, if applicable.


 


(f)          No
provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator or the Trustee to expend or risk their own funds or otherwise incur any financial
liability in the performance of any of their duties hereunder or thereunder, or in the exercise of any of their rights or
powers, if, in the good faith business judgment of the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator or the Trustee, as the case may be, repayment of such funds would not be ultimately recoverable
from late payments, Net Insurance Proceeds, Net Liquidation Proceeds and other collections on or in respect of the Mortgage
Loans, or from adequate indemnity from other assets comprising the Trust Fund against such risk or liability.


 


If
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee receives a request
or inquiry from a Borrower, any Certificateholder or any other Person the response to which would, in the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s, the Operating Advisor’s or the Trustee’s good
faith business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, the cost of which would not be an expense of the
Trust Fund or any Serviced Companion Loan Noteholder hereunder, then the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor or the Trustee, as the case may be, shall not be required to take any action in response
to such request or inquiry unless such Borrower, such Certificateholder, or such other Person, as applicable, makes arrangements
for the payment of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Operating
Advisor’s or the Trustee’s expenses associated with such counsel (including, without limitation, posting an advance
payment for such expenses) satisfactory to the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trustee, as the case may be, in its sole discretion. Unless such arrangements have been made, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as the case may be, shall have no liability
to any Person for the failure to respond to such request or inquiry.


 


Section 3.13          Reports
to the Certificate Administrator; Collection Account Statements. (a) The Master Servicer shall deliver to the Certificate
Administrator no later than 3:00 p.m. (New York City time) one Business Day prior to the Servicer Remittance Date prior
to each Distribution Date (beginning September 2015), the CREFC® Loan Periodic Update File with respect to all
of the Mortgage Loans that it is servicing for the related Distribution Date


 






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(which
shall include, without limitation, the amount of Available Funds allocable to all of the Mortgage Loans including
information therein that states the anticipated P&I Advances for the related Distribution Date). The Master
Servicer’s responsibilities under this Section 3.13(a) with respect to Serviced REO Loans shall be subject to the
satisfaction of the Special Servicer’s obligations under Section 3.23 of this Agreement. The Master Servicer shall
(no later than the time(s) that it or any portion thereof is made available to the Certificate Administrator) make available
to each Serviced Companion Loan Noteholder with respect to the related Loan Combination or, if such Serviced Companion Loan
is securitized, the respective Other Servicer or its designee, the CREFC® Investor Reporting Package® (excluding
any templates) pursuant to the terms of this Agreement on a monthly basis. The Special Servicer shall provide any templates
relating to the Serviced Companion Loan included in the CREFC® Investor Reporting Package® and
prepared by the Special Servicer pursuant to the terms hereof to the Master Servicer promptly upon reasonable request. The
Master Servicer shall provide any templates relating to the Serviced Companion Loan included in the CREFC®
Investor Reporting Package® (with respect to templates required to be prepared by the Special Servicer
pursuant to the terms hereof, to the extent received) to the Other Servicer upon reasonable request.


 


(b)          For
so long as the Master Servicer makes deposits into or credits to and withdrawals or debits from the Collection Account or any
Serviced Loan Combination Collection Account, not later than 15 days after each Distribution Date, the Master Servicer shall forward
to the Certificate Administrator a statement prepared by the Master Servicer setting forth the status of each of the Collection
Account and each Serviced Loan Combination Collection Account as of the close of business on the last Business Day of the prior
Collection Period and showing the aggregate amount of deposits into and withdrawals from the Collection Account and each Serviced
Loan Combination Collection Account of each category of deposit (or credit) specified in Section 3.05 of this Agreement and
each category of withdrawal (or debit) specified in Section 3.06 of this Agreement for the related Collection Period, in
each case for the Mortgage Loans (including the Non-Serviced Mortgage Loans). The Trustee and the Certificate Administrator and
its agents and attorneys may at any time during normal business hours, upon reasonable notice, inspect and copy the books, records
and accounts of the Master Servicer solely relating to the Mortgage Loans and the performance of its duties hereunder.


 


(c)          Beginning
in September 2015, no later than 4:00 p.m. (New York City time) on each Servicer Remittance Date, the Master Servicer
shall deliver or cause to be delivered to the Certificate Administrator (who shall promptly post such reports to the Certificate
Administrator’s Website pursuant to Section 4.02(b)(iii)(B) of this Agreement), the Serviced Companion Loan Noteholders
and the Operating Advisor the following reports (in electronic form) with respect to the Mortgage Loans that it is servicing (and,
if applicable, the related REO Properties), providing the required information as of the immediately preceding Determination Date:
(i) to the extent the Master Servicer has received the most recent CREFC® Special Servicer Loan File from
the Special Servicer at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report, the CREFC® Loan Setup File (with respect
to the first Distribution Date) and CREFC® REO Status Report received from such Special Servicer, (ii) the
most recent CREFC® Property File, CREFC® Financial File, CREFC® Comparative Financial
Status Report and the CREFC® Loan Level Reserve/LOC Report (in each case incorporating the data required to be
included in the CREFC® Special Servicer Loan File), (iii) the CREFC® Servicer Watch List with


 


 






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information that is current as of such Determination Date and (iv) the CREFC® Advance Recovery Report.


 


The
information that pertains to Specially Serviced Loans and REO Properties reflected in such reports shall be based solely
upon the reports delivered by the Special Servicer to the Master Servicer (other than information as to which the Master
Servicer has the primary responsibility to generate) no later than the Determination Date in the form required by
Section 3.13(g) of this Agreement or shall be provided by means of such reports so delivered by the Special Servicer to
the Master Servicer in the form so required. In the absence of manifest error, the Master Servicer shall be entitled to
conclusively rely upon, without investigation or inquiry, the information and reports delivered to it by the Special
Servicer, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s reports
and the Special Servicer’s reports and any information provided by the Certificate Administrator or the Trustee without
any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated
therein.


 


(d)          The
Master Servicer shall deliver or cause to be delivered to the Trustee, the Certificate Administrator, the Serviced Companion Loan
Noteholders, the Underwriters, the Initial Purchasers and the Operating Advisor the following materials, in each case to the extent
that such materials or the information on which they are based have been received by the Master Servicer with respect to the Mortgage
Loans that the Master Servicer is servicing:


 


(i)          Within
30 days after receipt of any quarterly operating statement, if any, commencing within 30 days of receipt of such quarterly operating
statement for the quarter ending September 30, 2015 (or March 31, 2016 if a CREFC® Operating Statement Analysis Report cannot
be produced in accordance with applicable CREFC® guidelines following receipt of such quarterly operating statement for the
quarter ending September 30, 2015), with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan), Specially
Serviced Loan and Serviced REO Loan (to the extent prepared by and received from the Special Servicer (in written format or in
electronic media) in the case of any Specially Serviced Loan or Serviced REO Loan), a CREFC® Operating Statement
Analysis Report for the related Mortgaged Property or Serviced REO Property as of the end of the preceding calendar quarter, together
with copies of the related operating statements and rent rolls (but only to the extent the related Borrower is required by the
Mortgage to deliver, or otherwise agrees to provide such information and, with respect to operating statements and rent rolls
for Specially Serviced Loans and REO Properties, only to the extent received by the Special Servicer) for such Mortgaged Property
or Serviced REO Property as of the end of such calendar quarter; provided that, to the extent the annual CREFC® Operating
Statement Analysis Report is delivered as described under clause (b) below, then such delivery shall satisfy the requirement under
this clause (a) to deliver a quarterly CREFC® Operating Statement Analysis Report for the quarter ending June 30 of each year,
commencing in 2016. The Master Servicer (or the Special Servicer in the case of Specially Serviced Loans and Serviced REO Properties)
shall use commercially reasonable efforts to obtain said quarterly and other periodic operating


 


 






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statements and related rent rolls,
which efforts shall include a letter sent to the related Borrower (except with respect to any Non-Serviced Mortgage Loan) (followed
up with telephone calls), requesting such quarterly and other periodic operating statements and related rent rolls until they
are received to the extent such action is consistent with applicable law and the terms of the related Loan Documents; provided,
however, that any analysis or update with respect to the first calendar quarter of each year shall not be required to the
extent such analysis or update is not required to be provided under the then current applicable CREFC® guidelines.


 


(ii)          At
                                                                                                                      least annually, on or before June 30 of each year, beginning with June 30, 2016, with respect to each Mortgage
                                                                                                                      Loan (other than a Non-Serviced Mortgage Loan), Specially Serviced Loan and Serviced REO Loan (to the extent prepared by and
                                                                                                                      received from the Special Servicer (in written format or in electronic media) in the case of any Specially Serviced Loan or
                                                                                                                      Serviced REO Loan), a CREFC® Operating Statement Analysis Report for the related Mortgaged Property or
                                                                                                                      Serviced REO Property as of the end of the preceding calendar year (initially, year-end 2015), together with copies of the
                                                                                                                      related operating statements and related rent rolls (but only to the extent the related Borrower is required by the Mortgage
                                                                                                                      to deliver, or otherwise agrees to provide such information and, with respect to operating statements and related rent rolls
                                                                                                                      for Specially Serviced Loans and REO Properties, only to the extent received by the Special Servicer) for the current
                                                                                                                      trailing 12 months, if available, or year-to-date. The Master Servicer (or the Special Servicer in the case of Specially
                                                                                                                      Serviced Loans and Serviced REO Properties) shall use commercially reasonable efforts to obtain said annual and other
                                                                                                                      periodic operating statements and related rent rolls, which efforts shall include a letter sent to the related Borrower
                                                                                                                      (except with respect to any Non-Serviced Mortgage Loan) (followed up with telephone calls), requesting such annual and other
                                                                                                                      periodic operating statements and related rent rolls until they are received to the extent such action is consistent with
                                                                                                                      applicable law and the terms of the related Loan Documents. Upon receipt of such annual and other periodic operating
                                                                                                                      statements (including year-to-date statements) and related rent rolls, the Master Servicer shall promptly update
                                                                                                                      the CREFC® Operating Statement Analysis Report (commencing with the quarter ending March 31, 2016); provided, however,
                                                                                                                      that any analysis or update with respect to the first calendar quarter of each year shall not be required to the extent such
                                                                                                                      analysis or update is not required to be provided under the then current applicable CREFC® guidelines.


 


(iii)          Within
45 days after receipt by the Master Servicer (or within 60 days of receipt by the Special Servicer in the case of a Specially
Serviced Loan or Serviced REO Property) of any annual year-end operating statements and related rent rolls with respect to any
Mortgaged Property (except with respect to any Non-Serviced Mortgage Loan) or Serviced REO Property (to the extent prepared by
and received from the Special Servicer in the case of any Specially Serviced Loan or Serviced REO Property), commencing within
45 or 60 days, as applicable, of receipt of such statements for year-end 2015, a CREFC® NOI Adjustment Worksheet
for such Mortgaged Property (with the annual year-end operating statements attached thereto as an exhibit). The Master Servicer
will use the “Normalized” column from the CREFC® NOI Adjustment Worksheet to update the full year-end
data on any CREFC® Operating Statement Analysis Report and will use any operating statements received with respect
to any Mortgaged Property (other than any Mortgaged Property which is a Serviced REO Property or constitutes security for a Specially
Serviced Loan or a Non-Serviced Mortgage Loan) to update the CREFC® Operating Statement Analysis Report for such
Mortgaged Property.





 






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Except
with respect to a request received through the Rating Agency Q&A Forum and Document Request Tool, upon request for receipt
of any such items from any Rating Agency, the Master Servicer shall forward such items to the 17g-5 Information Provider (who
shall promptly post such items to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).


 


The
Master Servicer shall maintain one CREFC® Operating Statement Analysis Report for each Mortgaged Property
(and shall not be required to maintain any such report for a Mortgaged Property securing a Non-Serviced Mortgage Loan) and
Serviced REO Property (to the extent prepared by and received from the Special Servicer in the case of any Serviced REO
Property or any Mortgaged Property constituting security for a Specially Serviced Loan) relating to a Mortgage Loan that it
is servicing. The CREFC® Operating Statement Analysis Report for each Mortgaged Property (other than any such
Mortgaged Property that secures a Non-Serviced Mortgage Loan or which is a Serviced REO Property or constitutes security for
a Specially Serviced Loan) is to be updated with trailing 12-month information, as available, or year-to-date information
until 12-month trailing information (commencing with the quarter ending September 30, 2015) (or March 31, 2016 if a
CREFC® Operating Statement Analysis Report cannot be produced in accordance with applicable CREFC® guidelines
following receipt of such quarterly operating statement for the quarter ending September 30, 2015) is available by the Master
Servicer and such updated report shall be delivered to the Trustee, the Certificate Administrator, the Operating Advisor, the
Directing Holder and any related Serviced Companion Loan Noteholder in the calendar month following receipt by the Master
Servicer of such updated trailing or year-to-date operating statements and related rent rolls for such Mortgaged
Property.


 


The
Special Servicer shall pursuant to Section 3.13(h) of this Agreement, deliver to the Master Servicer the information required
of it pursuant to this Section 3.13(d) with respect to Specially Serviced Loans and Serviced REO Loans.


 


(e)          In
connection with their servicing of the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced REO Properties,
the Master Servicer and the Special Servicer, as applicable, shall provide to each other and to the Trustee and the Certificate
Administrator, written notice of any event that comes to their knowledge with respect to a Mortgage Loan or Serviced REO Property
that the Master Servicer or the Special Servicer, respectively, determines, in accordance with the Servicing Standard, would have
a material adverse effect on such Mortgage Loan or Serviced REO Property, which notice shall include an explanation as to the
reason for such material adverse effect.


 


(f)          The
Master Servicer or the Special Servicer, as applicable, shall make available to the Controlling Class Representative copies of
all rent rolls, operating statements and financial statements actually provided by each Borrower, including any monthly or quarterly
statements or rent rolls, within 15 Business Days of receipt.


 


(g)          At
least two Business Days prior to each Servicer Remittance Date, the Special Servicer shall deliver, or cause to be delivered,
to the Master Servicer and, upon the request of any of the Trustee, the Certificate Administrator, the Operating Advisor, the
Depositor, the Controlling Class Representative or any Rating Agency, to such requesting party, the CREFC® Special
Servicer Loan File with respect to the Specially Serviced Loans (and, if applicable, the related Serviced REO Properties), providing
the required information as of the


 






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Determination Date (or, upon the reasonable request of any Master Servicer, data files in a
form acceptable to the Master Servicer), which CREFC® Special Servicer Loan File shall include data, to enable
the Master Servicer to produce the CREFC® Supplemental Servicer Reports. Such reports or data shall be presented
in writing and in an electronic format reasonably acceptable to the Master Servicer.


 


(h)          The
Special Servicer shall deliver or cause to be delivered to the Master Servicer and, upon the request of any of the Trustee, the
Certificate Administrator, the Operating Advisor, the Depositor, the Controlling Class or any Rating Agency, to such requesting
party, without charge, the following materials for Specially Serviced Loans or Serviced REO Properties, as applicable, in each
case to the extent that such materials or the information on which they are based have been received by the Special Servicer:


 


(i)          At
least annually, on or before June 1 of each year, commencing with 2016, with respect to each Specially Serviced Loan and
Serviced REO Loan, a CREFC® Operating Statement Analysis Report for the related Mortgaged Property or Serviced
REO Property as of the end of the preceding calendar year (initially year-end December 31, 2015) together with copies of the operating
statements and related rent rolls for the related Mortgaged Property or Serviced REO Property as of the end of the preceding calendar
year (but only to the extent the related Borrower is required by the Mortgage to deliver, or otherwise agrees to provide, such
information and, with respect to operating statements and related rent rolls for Specially Serviced Loans and Serviced REO Properties,
only to the extent requested by the Special Servicer) and for the current trailing 12 months, if available, or year-to-date. The
Special Servicer shall use its reasonable efforts to obtain said annual and other periodic operating statements and related rent
rolls with respect to each Mortgaged Property constituting security for a Specially Serviced Loan and each Serviced REO Property.


 


(ii)          Within
45 days of receipt by the Special Servicer of any annual operating statements with respect to any Mortgaged Property relating
to a Specially Serviced Loan or Serviced REO Property, a CREFC® NOI Adjustment Worksheet for such Mortgaged Property
or Serviced REO Property (with the annual operating statements attached thereto as an exhibit); provided, that, with the
consent of the Master Servicer, the Special Servicer may instead provide data files in a form reasonably acceptable to the Master
Servicer. The Special Servicer will use the “Normalized” column from the CREFC® NOI Adjustment Worksheet
to update the full year-end data on any CREFC® Operating Statement Analysis Report and will use any operating statements
received with respect to any Mortgaged Property relating to a Specially Serviced Loan or Serviced REO Property to update the CREFC®
Operating Statement Analysis Report for such Mortgaged Property.


 


Except
with respect to a request received through the Rating Agency Q&A Forum and Document Request Tool, upon request for receipt
of any such items from any Rating Agency, the Special Servicer shall forward such items to the 17g-5 Information Provider (who
shall promptly post such items to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).


 


 






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The
Special Servicer shall maintain one CREFC® Operating Statement Analysis Report for each Mortgaged Property
securing a Specially Serviced Loan and each Serviced REO Property. The CREFC® Operating Statement Analysis
Report for each Mortgaged Property securing a Specially Serviced Loan and each Serviced REO Property is to be updated by the
Special Servicer and such updated report delivered to the Master Servicer within 45 days after receipt by the Special
Servicer of updated operating statements for each such REO Property; provided, that, the Special Servicer may instead
provide data files in an electronic form acceptable to the Special Servicer. The Special Servicer shall provide each such
report to the Master Servicer in the then applicable CREFC® format.


 


(i)          If
the Master Servicer or the Special Servicer, as applicable, is required to deliver any statement, report or information under
any provision of this Agreement (including Section 3.14), the Master Servicer or the Special Servicer, as the case may be,
may satisfy such obligation by (x) delivering such statement, report or information in a commonly used electronic format
or (y) making such statement, report or information available on the Master Servicer’s Website, unless this Agreement
expressly specifies a particular method of delivery or such statement, report or information must be filed with the Commission
as contemplated in Article X; provided that all reports required to be delivered to the Certificate Administrator
shall be delivered in accordance with clause (x).


 


(j)          The
Master Servicer may, but is not required to, make any of the reports or files it delivers pursuant to this Section 3.13 available
each month on the Master Servicer’s Website only with the use of a password, in which case the Master Servicer shall provide
such password to (i) the other parties to this Agreement, who by their acceptance of such password shall be deemed to have
agreed not to disclose such password to any other Person and (ii) each Certificateholder and prospective Certificateholder
who requests such password, and has delivered an Investor Certification to the Trustee, the Certificate Administrator and the
Master Servicer. In connection with providing access to the Master Servicer’s Website, the Master Servicer may require registration
and the acceptance of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which
may include, to the extent the Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement
governing the availability, use and disclosure of such information, and which may provide indemnification to the Master Servicer
for any liability or damage that may arise therefrom.


 


(k)          With
respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, without
charge and no later than 2 Business Days following the related Determination Date (the Master Servicer, to the extent it has received,
shall deliver or cause to be delivered to the Certificate Administrator, without charge and on each 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 report regarding Disclosable Special Servicer Fees shall be required to be delivered if there
are no Disclosable Special Servicer Fees for the related Collection Period.


 


 






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Section 3.14          Access
to Certain Documentation. (a) The Master Servicer and Special Servicer, as applicable, shall provide to any
Certificateholders and any Serviced Companion Loan Noteholders (and any registered holder or beneficial owner of Serviced
Companion Loan Securities) that are federally insured financial institutions, the Operating Advisor (but only if a Control
Termination Event has occurred and is continuing and subject to Section 3.31(d)(iv) of this Agreement), the Directing Holder
(but only if no Consultation Termination Event has occurred and is continuing), the Federal Reserve Board, the FDIC and the
Office of the Comptroller of Currency and the supervisory agents and examiners of such boards and such corporations, and any
other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder or
Serviced Companion Loan Noteholder (or any registered holder or beneficial owner of Serviced Companion Loan Securities) is
subject, access to the documentation regarding the Mortgage Loans or the Loan Combinations, as applicable, that it is
servicing required by applicable regulations of the Federal Reserve Board, FDIC, the Office of the Comptroller of Currency or
any such federal or state banking or regulatory authority, such access being afforded without charge but only upon reasonable
written request and during normal business hours at the offices of the Master Servicer or Special Servicer, as applicable. In
addition, upon reasonable prior written notice to the Master Servicer or the Special Servicer, as the case may be, the
Trustee, the Certificate Administrator, the Operating Advisor (but only if a Control Termination Event has occurred and is
continuing), the Depositor or their accountants or other representatives shall have reasonable access to review the
documents, correspondence and records in the possession of the Master Servicer or the Special Servicer, as the case may be,
as they relate to a Mortgaged Property and any Serviced REO Property during normal business hours at the offices of
the Master Servicer or the Special Servicer, as the case may be. Nothing in this Section 3.14 shall detract from the
obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information
with respect to the Borrowers, and the failure of the Master Servicer and Special Servicer to provide access as provided in
this Section 3.14 as a result of such obligation shall not constitute a breach of this Section 3.14.


 


(b)          In
connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, Serviced
Companion Loan Noteholder (or any registered holder or beneficial owner of Serviced Companion Loan Securities) or any regulatory
authority that may exercise authority over a Certificateholder or Serviced Companion Loan Noteholder (or any registered holder
or beneficial owner of Serviced Companion Loan Securities), the Master Servicer and the Special Servicer may each require payment
from such Certificateholder or Serviced Companion Loan Noteholder (or registered holder or beneficial owner of Serviced Companion
Loan Securities) (to the extent permitted in the related Intercreditor Agreement) of a sum sufficient to cover the reasonable
costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for
space; provided that no charge may be made if such information or access was required to be given or made available under
applicable law. In connection with providing Certificateholders or Serviced Companion Loan Noteholders (or any registered holder
or beneficial owner of Serviced Companion Loan Securities) access to the information described in the preceding paragraph the
Master Servicer and the Special Servicer, as applicable, may require (prior to affording such access) a written confirmation executed
by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer,
as the case may be, generally to the effect that such Person is a Holder of Certificates or


 


 






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a beneficial holder of Book-Entry
Certificates or Serviced Companion Loan Securities (or any registered holder or beneficial owner of Serviced Companion Loan Securities)
or a regulator or governmental body and will keep such information confidential.


 





(c)          Upon
the reasonable request of (1) any Certificateholder identified to the Master Servicer to the Master Servicer’s
reasonable satisfaction (or, with respect to any Serviced Companion Loan, the request of any Serviced Companion Loan
Noteholder, registered holder or beneficial owner of Serviced Companion Loan Securities), the Master Servicer may provide (or
forward electronically) (at the expense of such Certificateholder, Serviced Companion Loan Noteholder or registered holder or
beneficial owner of Serviced Companion Loan Securities) copies of any appraisals, operating statements, rent rolls and
financial statements obtained by the Master Servicer or the Special Servicer or (2) any Controlling Class Certificateholder
identified to the Master Servicer to the Master Servicer’s reasonable satisfaction, the Master Servicer shall provide
(or forward electronically) (at the expense of such Controlling Class Certificateholder) any Excluded Information (not
accessible through the Certificate Administrator’s Website) relating to any Excluded Controlling Class Mortgage Loan in
which such Controlling Class Certificateholder is not an Excluded Controlling Class Holder; provided that, in
connection therewith, the Master Servicer may require a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the effect that such
Person is a Holder of Certificates or Serviced Companion Loan Securities (or any registered holder or beneficial owner of
Serviced Companion Loan Securities) or a beneficial holder of Book-Entry Certificates or a regulator or a governmental body
and will keep such information confidential.


 


(d)          The
17g-5 Information Provider shall make available solely to the Depositor and to any NRSRO that delivers an NRSRO Certification
to the 17g-5 Information Provider the following items to the extent such items are delivered to it via electronic mail at 17g5informationprovider@wellsfargo.com
(or such other address as the 17g-5 Information Provider shall specify by written notice to the other parties hereto) in an
electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system,
specifically with a subject reference of “COMM 2015-CCRE24” 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
(provided, if such information is not in electronic format readable and uploadable (that is not locked or corrupted), then
the 17g-5 Information Provider shall immediately notify the applicable delivering party thereof, whereupon such party shall promptly
deliver the subject information in such format):


 


(i)            any
waivers delivered to the 17g-5 Information Provider pursuant to Section 3.09 of this Agreement;


 


(ii)           any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance
delivered to the 17g-5 Information Provider pursuant to Section 3.21(d) or Section 4.07(c) of this Agreement and notice
of determination not to refrain from reimbursement of all Nonrecoverable Advances;


 




 






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(iii)          any
Asset Status Report delivered by the Special Servicer pursuant to Section 3.23(d) of this Agreement;


 


(iv)          any
environmental reports delivered by the Special Servicer pursuant to Section 3.10(g) of this Agreement;


 


(v)           any
annual statements as to compliance and related Officer’s Certificates delivered pursuant to Section 10.11 and Section 10.12
of this Agreement;


 


(vi)          any
annual independent public accountants’ attestation reports delivered pursuant to Section 10.13 of this Agreement;


 


(vii)         any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.10 of this Agreement;


 


(viii)        any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving a No Downgrade
Confirmation from any Rating Agency as set forth in the definition of “No Downgrade Confirmation” pursuant to Section 3.30
of this Agreement;


 


(ix)          copies
of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate
Administrator or Trustee;


 


(x)           any
requests for a No Downgrade Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30 of
this Agreement;


 


(xi)          any
notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor
Trustee or successor Certificate Administrator pursuant to Section 8.07 or Section 8.08 of this Agreement;


 


(xii)         any
notice of resignation or assignment of the rights of the Master Servicer or the Special Servicer pursuant to Section 6.04
of this Agreement;


 


(xiii)        any
notice of Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.03
of this Agreement;


 


(xiv)        any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09 of this Agreement;


 


(xv)          any
notice of the merger or consolidation of the Master Servicer, the Special Servicer or the Operating Advisor pursuant to Section 6.02
of this Agreement;


 


(xvi)        any
notice of any amendment that modifies the procedures herein relating to Exchange Act Rule 17g-5 pursuant to Section 11.08
of this Agreement;


 


(xvii)       any
notice or other information provided by the Master Servicer pursuant to Section 11.07 of this Agreement;


 



 






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(xviii)     any
summary of oral communication with the Rating Agencies delivered to the 17g-5 Information Provider pursuant to Section 3.14(g)
of this Agreement; provided that the summary of such oral communication shall not attribute which Rating Agency the communication
was with;


 


(xix)        the
Rating Agency Q&A Forum and Document Request Tool; and



 


(xx)          such
information as is delivered to the 17g-5 Information Provider by the Depositor in mutually agreeable electronic format within
fifteen (15) days of the Closing Date.


 


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 the Depositor’s website at www.intralinks.com or such other website as the
Depositor may notify the parties hereto in writing). Information will be posted on the same Business Day of receipt provided that
such information is received by 2:00 p.m. (eastern time) or, if received after 2:00 p.m., on the next Business Day by
12:00 p.m. New York City time. The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise
determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not
anything other than what it purports to be or whether such information (other than (solely with respect to the 17g-5 Information
Provider’s obligation to post such information) the information set forth in clauses (i) through (xix) above) is required
to be posted on the 17g-5 Information Provider’s Website pursuant to this Agreement or Rule 17g-5. 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 will be provided
by the 17g-5 Information Provider to the Rating Agencies, and to the NRSROs upon receipt of an NRSRO Certification in the form
of Exhibit V hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s
Website). If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access will be provided by the
17g-5 Information Provider on the same Business Day provided such request is made prior to 2:00 p.m., on such Business Day, or,
if received after 2:00 p.m., on the following Business Day. Questions regarding delivery of information to the 17g-5 Information
Provider may be directed to 17g5informationprovider@wellsfargo.com (or such other address as the 17g-5 Information Provider
shall specify by written notice to the other parties hereto).


 


Upon
request of the Depositor or the Rating Agencies (through the Rating Agency Q&A Forum and Document Request Tool) or if otherwise
required under this Agreement, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any
additional information requested by the Depositor (including any pre-closing material from the Depositor’s Rule 17g-5 website)
or the Rating Agencies or if otherwise required under this Agreement to the extent such information is delivered to the 17g-5
Information Provider electronically in accordance with this Section 3.14 of this Agreement. In no event shall any party to
this Agreement disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information.





 






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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 provided to
the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit P-2
hereto.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “COMM 2015-CCRE24”
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.


 


The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s
Website, where Rating Agencies and NRSROs may (i) submit Inquiries to the Certificate Administrator relating to the Distribution
Date Statement, submit Inquiries to the Master Servicer or the Special Servicer, as applicable, relating to the reports being
made available pursuant to this Section 4.02(d), the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or the Mortgaged
Properties or submit inquiries to the Operating Advisor relating to the Operating Advisor Annual Reports or actions by the Master
Servicer or the Special Servicer as to which the Operating Advisor has consultation rights pursuant to Section 3.31, whether
or not referenced in such Operating Advisor Annual Report, (ii) view 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 an Inquiry
for the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, the 17g-5 Information Provider
shall forward the Inquiry to the Certificate Administrator, Operating Advisor, the Master Servicer or the Special Servicer, as
applicable, and in the case of an inquiry relating to any Non-Serviced Mortgage Loan, to the applicable party under the related
Other Pooling and Servicing Agreement, in each case within a commercially reasonable period following receipt thereof. Following
receipt of an Inquiry or request relating to the subject matters described in clauses (i) or (iii) above, the Certificate
Administrator, the Operating 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 Certificate Administrator, the Operating
Advisor, Master Servicer or Special Servicer shall be by email to the 17g-5 Information Provider. The 17g-5 Information Provider
shall post (within a commercially reasonable period following preparation or receipt of such answer, as the case may be) such
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 Operating Advisor, the Master Servicer or the


 






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Special
Servicer determines, in its respective sole discretion, that (i) the question is beyond the scope outlined above,
(ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders or would be in
violation of applicable law, the Servicing Standard, this Agreement or the applicable Loan Documents, (iii) answering
any Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of
attorney work product or answering such inquiry is otherwise not advisable or (iv) (A) answering any Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the
Operating Advisor, the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator,
the Operating 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 or the Operating 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, Operating Advisor, Master Servicer or Special Servicer, as applicable, under this Agreement, it
shall not be required to answer such Inquiry and, in the case of the Certificate Administrator, the Operating Advisor, the
Master Servicer or the Special Servicer, shall promptly notify the 17g-5 Information Provider, and the 17g-5
Information Provider shall post such Inquiry on the Rating Agency Q&A Forum and Document Request Tool together with a
statement that such Inquiry was not answered. Answers posted on the Rating Agency Q&A Forum and Document Request Tool
will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the
Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Trustee or any of their respective Affiliates and no such party shall have any responsibility or
liability for the content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5
Information Provider’s Website any 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 Person which are not
submitted via the 17g-5 Information Provider’s Website.


 


In
connection with providing access to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website,
the Certificate Administrator and/or the 17g-5 Information Provider may require registration and the acceptance of a disclaimer.
The Certificate Administrator and the 17g-5 Information Provider, as the case may be, shall not be liable for the dissemination
of information in accordance with the terms of this Agreement, make no representations or warranties as to the accuracy or completeness
of such information being made available, and assume no responsibility for such information; provided that it is acknowledged
and agreed that the 17g-5 Information Provider shall not be charged with knowledge of any of the contents of such information
solely by virtue of its compliance with its obligations to post such information to the 17g-5 Information Provider’s Website.
The 17g-5 Information Provider shall not be liable for its failure to make any information available to the NRSROs unless such
information was delivered to the 17g-5 Information Provider at the email address set forth herein in an electronic format readable
and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system, with a subject heading of “COMM
2015-CCRE24” and sufficient detail to indicate that such information is required to be posted on the 17g-5 Information Provider’s
Website; provided, if such information is not in electronic format readable and uploadable (that is not locked or corrupted),
then the 17g-5 Information


 


 






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Provider shall immediately notify the applicable delivering party thereof, whereupon such party shall
promptly deliver the subject information in such format.


 


The
17g-5 Information Provider shall not be responsible or have any liability for any act, omission or delay attributable to the failure
of any other party to this Agreement to timely deliver information to be posted on the 17g-5 Information Provider’s Website
or for any errors or defects in the information supplied by any such party.


 


The
17g-5 Information Provider’s obligations in respect of Rule 17g-5 or any other law or regulation related thereto shall
be limited to the specific obligations contained in this Agreement and the 17g-5 Information Provider makes no representations
or warranties as to the compliance of the Depositor with Rule 17g-5 or any other law or regulation related thereto.


 


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 Service Provider, all reports, statements, documents, notices and other information
it receives in respect of such Non-Serviced Mortgage Loan that such party 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.


 


(e)          [Reserved].


 


(f)          Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information identified in Section 3.14(d)
of this Agreement relating to the Mortgage Loans or Loan Combinations, the Mortgaged Properties or the related Borrowers, for
review by the Depositor, the Underwriters, the Initial Purchasers and any other Persons who deliver an Investor Certification
in accordance with this Section 3.14, the related Serviced Companion Loan Noteholder (if any) and the Rating Agencies (only
to the extent such additional information was previously delivered to the 17g-5 Information Provider and posted in accordance
with the provisions of Section 3.14(d) of this Agreement, who shall post such additional information on the 17g-5 Information
Provider’s Website in accordance with the provisions of Section 3.14(d) of this Agreement) (such parties, collectively,
the “Disclosure Parties”), in each case, except to the extent doing so is prohibited by this Agreement, applicable
law or by the related Loan Documents. Each of the Master Servicer and the Special Servicer shall be entitled to (i) indicate
the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require
that the recipient of such information (A) except for the Depositor, enter into an Investor Certification or other confidentiality
agreement acceptable to the Master Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the Master
Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to
the extent access to such information is provided via the Master Servicer’s or the Special Servicer’s website, the
Master Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer
and/or an additional or alternative agreement as to the


 






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confidential
nature of such information. In connection with providing access to or copies of the information described in this
Section 3.14(e) to current or prospective Certificateholders the form of confidentiality agreement used by the Master
Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder (or a licensed or
registered investment advisor acting on behalf of such Certificateholder), an Investor Certification executed by the
requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except
that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and
(y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that
such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such
information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein (or a
licensed or registered investment advisor acting on behalf of such prospective purchaser), an Investor Certification
indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the
information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential
with no further dissemination (except that such Certificateholder may provide such information to its auditors, legal counsel
and regulators), without the prior consent of the Depositor. In the case of a licensed or registered investment advisor
acting on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by
both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.14 unless (i) the Master Servicer or Special Servicer, as applicable, is the original source for such
information and (ii) such failure to deliver complete and accurate information is by reason of such party’s willful
misconduct, bad faith, fraud and/or negligence.


 


In
connection with the delivery by the Master Servicer or the Special Servicer, as applicable, 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 provide electronic confirmation to the Master Servicer or the Special Servicer, as applicable, of when such information,
report, notice or document has been posted to the 17g-5 Information Provider’s Website. Except as provided in Section 3.14(e),
the Master Servicer or the Special Servicer, as applicable, may, but is not obligated to, send such information report, notice
or other document to the applicable Rating Agency or Rating Agencies following the earlier of (a) receipt of notification from
the 17g-5 Information Provider that such information, report, notice or other document has been posted to the Rule 17g-5 Information
Provider’s Website and (b) after 12:00 p.m. 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.


 


(g)          The
Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee shall be permitted
(but shall not be required) to orally communicate with the Rating Agencies regarding any Mortgage Loan, Serviced Loan


 






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Combination,
any Certificateholder, any Serviced Companion Loan Noteholder, any Mortgaged Property or any REO Property; provided
that such party summarizes the information provided to the Rating Agencies in such communication and provides the 17g-5
Information Provider and the related Other 17g-5 Information Provider (if any) with such summary in accordance with the
procedures set forth in Section 3.14(d) of this Agreement the same day such communication takes place; provided
that the summary of such oral communications shall not attribute which Rating Agency the communication was with. The 17g-5
Information Provider shall post such summary on the 17g-5 Information Provider’s Website in accordance with the
procedures set forth in Section 3.14(d) of this Agreement.


 


(h)          None
of the foregoing restrictions in this Section 3.14 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor or the Special Servicer, on the one
hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review
of the ratings it assigns to the Master Servicer, the Operating Advisor or the Special Servicer, as applicable, (ii) such
Rating Agency’s or NRSRO’s approval of the Master Servicer, the Operating Advisor or the Special Servicer, as applicable,
as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency's or NRSRO’s evaluation of
the Master Servicer's, the Operating Advisor or the Special Servicer's, as applicable, servicing operations in general; provided,
that the Master Servicer, the Operating Advisor or the Special Servicer, as applicable, shall not provide any information relating
to the Certificates or the Mortgage Loans to any Rating Agency or NRSRO in connection with such review and evaluation by such
Rating Agency or NRSRO unless (x) Borrower, property and other deal specific identifiers are redacted; (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 Special Servicer, as applicable, has in fact provided such information to such Rating Agency in accordance
with Section 3.14(f); or (z) the Rating Agency confirms in writing that it does not intend to use such information in undertaking
credit rating surveillance with respect to the Certificates (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)); provided, however,
that the Rating Agencies may use information delivered in reliance on the certification provided in this clause (z) for any purpose
to the extent it is publicly available (unless the availability results from a breach of this Agreement or any other confidentiality
agreement to which such Rating Agency is subject) or comprises information collected by the applicable Rating Agency from the
17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that such Rating Agency has
access to) (in each case, subject to any agreement governing the use of such information, including any engagement letter with
the Depositor or any other applicable depositor).


 


(i)          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.





 






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(j)          The
costs and expenses of compliance with this Section 3.14 by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and any other party hereto shall not be Additional Trust Fund Expenses.


 


Section 3.15          Title
and Management of REO Properties and REO Accounts. (a) If title to any Mortgaged Property (other than with respect to a
Non-Serviced Mortgage Loan) is acquired for the benefit of Certificateholders (and, in the case of the Serviced Loan
Combinations, the related Serviced Companion Loan Noteholders) in foreclosure, by deed in lieu of foreclosure or upon
abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Trust where
permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise in the name of
the Trustee, or its nominee (which shall not include the Master Servicer), or a separate Trustee or co-Trustee, on behalf of
the Trust Fund (and, in the case of the Serviced Loan Combinations, the related Serviced Companion Loan Noteholders). The
Special Servicer, on behalf of the Trust Fund (and, in the case of the Serviced Loan Combinations, the related Serviced
Companion Loan Noteholders), shall dispose of any Serviced REO Property prior to the close of the third calendar year
following the year in which the Trust Fund acquires ownership of such Serviced REO Property for purposes of
Section 860G(a)(8) of the Code, unless (i) the Special Servicer on behalf of the Lower-Tier REMIC has applied
for an extension of such period pursuant to Sections 856(e)(3) and 860G(a)(8)(A) of the Code, in which case the
Special Servicer shall sell such Serviced REO Property within the applicable extension period or if the Special Servicer has
applied for extension as provided in this clause (i) but such request has not yet been granted or denied, the
additional time specified in such request, or (ii) the Special Servicer seeks and subsequently receives an Opinion of
Counsel (which opinion shall be an expense of the Trust Fund and, in the case of a Serviced Loan Combination, such expenses
shall be allocated in accordance with the allocation provisions set forth in the related Intercreditor Agreement), addressed
to the Special Servicer, the Certificate Administrator and the Trustee, to the effect that the holding by the Trust Fund of
such Serviced REO Property for an additional specified period will not cause such Serviced REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to
the exception applicable for purposes of Section 860D(a) of the Code) at any time that any Certificate is
outstanding, in which event such period shall be extended by such additional specified period subject to any conditions set
forth in such Opinion of Counsel. The Special Servicer, on behalf of the Trust Fund (and, in the case of the Serviced Loan
Combinations, the related Serviced Companion Loan Noteholders), shall dispose of any Serviced REO Property held by the Trust
Fund prior to the last day of such period (taking into account extensions) by which such Serviced REO Property is required to
be disposed of pursuant to the provisions of the immediately preceding sentence in a manner provided under Section 3.16
hereof. In the case of the Trust Fund’s beneficial interest in any REO Property acquired by the Other Trustee pursuant
to an Other Pooling and Servicing Agreement, the Special Servicer shall coordinate with the Other Special Servicer with
respect to any REO extension on behalf of the Trust Fund. The Special Servicer shall manage, conserve, protect and operate
each Serviced REO Property for the Certificateholders (and, in the case of the Serviced Loan Combinations, the
related Serviced Companion Loan Noteholders) solely for the purpose of its prompt disposition and sale in a manner which does
not cause such Serviced REO Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of
Section 860D(a) of the Code) and such that income


 


 






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from the operation or sale of such property does not result in
receipt by the Trust Fund of any income from non-permitted assets as described in Section 860F(a)(2)(B) of the Code with
respect to such property.


 


(b)          The
Special Servicer shall have full power and authority, subject only to the Servicing Standard and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with any Serviced REO Property as are consistent
with the manner in which the Special Servicer manages and operates similar property owned or managed by the Special Servicer
or any of its Affiliates, all on such terms and for such period as the Special Servicer deems to be in the best interests of
Certificateholders and, in the case of the Serviced Loan Combinations, the related Serviced Companion Loan Noteholders and,
in connection therewith, the Special Servicer shall agree to the payment of management fees that are consistent with general
market standards. Consistent with the foregoing, the Special Servicer shall cause or permit to be earned with respect to such
Serviced REO Property any “net income from foreclosure property,” within the meaning of
Section 860G(c) of the Code, which is subject to tax under the REMIC Provisions, only if it has determined, and has
so advised the Trustee and the Certificate Administrator in writing, that the earning of such income on a net after-tax basis
could reasonably be expected to result in a greater recovery on behalf of Certificateholders (and, in the case of the
Serviced Loan Combinations, the related Serviced Companion Loan Noteholders) than an alternative method of operation or
rental of such Serviced REO Property that would not be subject to such a tax.


 


The
Special Servicer shall segregate and hold all revenues received by it with respect to any Serviced REO Property separate and apart
from its own funds and general assets and shall establish and maintain with respect to any Serviced REO Property a segregated
custodial account (each, an “REO Account”), each of which shall be an Eligible Account and shall be entitled
“LNR Partners, LLC, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit
of the Holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates REO Account.” With
respect to a Serviced REO Property securing a Serviced Loan Combination, the Special Servicer shall establish an REO Account solely
with respect to such property (each such account, a “Serviced Loan Combination REO Account”), each of which
shall be an Eligible Account and shall be entitled “LNR Partners, LLC, as Special Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the Holders of COMM 2015 CCRE24 Mortgage Trust Commercial Mortgage Pass-Through
Certificates and the related Serviced Companion Loan Noteholders REO Account,” to be held for the benefit of the Certificateholders
and the related Serviced Companion Loan Noteholders. The Special Servicer shall be entitled to withdraw for its account any interest
or investment income earned on funds deposited in an REO Account or a Serviced Loan Combination REO Account to the extent provided
in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause to be deposited REO Proceeds in the REO
Account or the applicable Serviced Loan Combination REO Account within one Business Day after receipt of such REO Proceeds, and
shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such Serviced REO Property and
for other Property Protection Expenses with respect to such Serviced REO Property, including:


 


(i)          all
insurance premiums due and payable in respect of any Serviced REO Property;





 






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(ii)         all
real estate taxes and assessments in respect of any Serviced REO Property that may result in the imposition of a lien thereon;


 


(iii)        all
costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any Serviced REO Property
including, if applicable, the payments of any ground rents in respect of such Serviced REO Property; and


 


(iv)          any
taxes imposed on the Lower-Tier REMIC in respect of net income from foreclosure property in accordance with Section 4.05,
and with respect to a Serviced Loan Combination, such expenses shall be allocated pro rata to the Mortgage Loan and any
related Serviced Companion Loan based on each loan’s Stated Principal Balance and only to the extent any such Serviced Companion
Loan is included in a REMIC.


 


To
the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) above, the Master
Servicer shall make such Advance unless the Master Servicer or the Special Servicer determines, in accordance with the Servicing
Standard, that such Property Advance would constitute a Nonrecoverable Advance (provided that with respect to advancing
insurance premiums or delinquent tax assessments the Master Servicer shall comply with the provisions of the second to last paragraph
in Section 3.21(d) of this Agreement) and if the Master Servicer does not make any such Advance, the Trustee, to the extent
a Responsible Officer of the Trustee has actual knowledge of the Master Servicer’s failure to make such Advance, shall make
such Advance, unless in each case, the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such
Advance would be a Nonrecoverable Advance. The Trustee shall be entitled to rely, conclusively, on any determination by the Special
Servicer or the Master Servicer, as applicable, that an Advance, if made, would be a Nonrecoverable Advance. The Trustee, when
making an independent determination whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its reasonable
business judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with
interest at the Advance Rate) made pursuant to the preceding sentence, to the extent permitted by Section 3.06 of this Agreement.
The Special Servicer shall withdraw from each REO Account or Serviced Loan Combination REO Account, as applicable, and remit to
the Master Servicer for deposit into the Collection Account or the applicable Serviced Loan Combination Collection Account, as
applicable, on a monthly basis prior to or on the related Due Date the Net REO Proceeds received or collected from each Serviced
REO Property, except that in determining the amount of such Net REO Proceeds, the Special Servicer may retain in each REO Account
or Serviced Loan Combination REO Account, as applicable, reasonable reserves for repairs, replacements and necessary capital improvements
and other related expenses.


 


Notwithstanding
the foregoing, the Special Servicer shall not:


 


(i)          permit
any New Lease to be entered into, renewed or extended, 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;


  






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(iii)        authorize
or permit any construction on any Serviced REO Property, other than the repair or maintenance thereof or the completion of a building
or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement
was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of
the Code; or


(iv)          Directly
Operate or allow any Person to Directly Operate any Serviced REO Property on any date more than 90 days after its date of
acquisition by the Trust Fund, unless such Person is an Independent Contractor;


unless, in any such
case, the Special Servicer has requested and received an Opinion of Counsel addressed to the Special Servicer, the Certificate
Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and, in the case of a Serviced Loan Combination
with a Serviced Companion Loan, such expense shall be allocated in accordance with the allocation provisions of the related Intercreditor
Agreement) to the effect that such action will not cause such Serviced REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes
of Section 860D(a) of the Code) at any time that it is held by the Trust Fund, in which case the Special Servicer may
take such actions as are specified in such Opinion of Counsel.


The
Special Servicer shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense
of the Trust Fund (and, in the case of the Serviced Loan Combinations, such expense shall be allocated in accordance with the
allocation provisions of the related Intercreditor Agreement) and payable out of REO Proceeds, for the operation and management
of any Serviced REO Property, within 90 days of the Trust Fund’s acquisition thereof (unless the Special Servicer shall
have provided the Trustee and the Certificate Administrator with an Opinion of Counsel that the operation and management of any
Serviced REO Property other than through an Independent Contractor shall not cause such Serviced REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code) (which opinion shall be an expense
of the Trust Fund, and in the case of a Serviced Loan Combination, such expense shall be allocated in accordance with the allocation
provisions of the related Intercreditor Agreement), provided that:


(i)             the
terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not be
inconsistent herewith;


(ii)            any
such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred
in connection with the operation and management of such Serviced REO Property, including those listed above, and remit all related
revenues (net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than 30 days
following the receipt thereof by such Independent Contractor;


(iii)           none
of the provisions of this Section 3.15(b) 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 Trust Fund, the Trustee
on behalf of the Certificateholders and, in the case of a Serviced Loan Combination, the






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related

(iv)           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 Serviced REO Property.


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


(c)           Promptly
following any acquisition by the Special Servicer of a Serviced REO Property on behalf of the Trust Fund, the Special Servicer
shall notify the Master Servicer thereof, and, upon delivery of such notice, the Special Servicer shall obtain an Updated Valuation
thereof, but only if any Updated Valuation with respect thereto is more than 9 months old and the Special Servicer has no actual
knowledge of any material adverse change in circumstances that, consistent with the Servicing Standard, would call into question
the validity of such Updated Valuation, in order to determine the fair market value of such Serviced REO Property and shall notify
the Depositor and the Master Servicer and with respect to a Serviced Loan Combination, the holder of the related Companion Loan,
if any, and of the results of such Updated Valuation. Any such Updated Appraisal shall be conducted in accordance with Appraisal
Institute standards and the cost thereof shall be an expense of the Trust Fund and allocated to the Classes of Sequential Pay
Certificates in the following order, in each case until the Certificate Balance of such Class of Certificates is reduced to zero:
first, to the Class H Certificates; second, to the Class G Certificates; third, to the Class F Certificates;
fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C Certificates;
seventh, to the Class B Certificates; eighth, to the Class A-M Certificates; and then to the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, pro rata, based on their respective
Certificate Balances. In the case of any Serviced Loan Combination such expenses shall be allocated in accordance with the allocation
provisions set forth in the related Intercreditor Agreement. The Special Servicer shall obtain a new Updated Valuation or a letter
update every 9 months thereafter until the Serviced REO Property is sold.


(d)           When
and as necessary, the Special Servicer shall send to the Certificate Administrator a statement prepared by the Special Servicer
setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation
and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt
of any other amount not constituting Rents from Real Property in respect of, any Serviced REO Property in accordance with Sections 3.15(a)
and 3.15(b) of this Agreement.


(e)           Upon
the disposition of any Serviced REO Property in accordance with this Section 3.15, the Special Servicer shall calculate the
Excess Liquidation Proceeds allocable to a Mortgage Loan or the applicable Serviced Loan Combination, if any, realized in connection
with such sale.






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Section 3.16     Sale
of Specially Serviced Loans and REO Properties.  (a) The parties hereto may sell or purchase, or permit the sale or purchase
of, a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination only on the terms and subject to the
conditions set forth in this Section 3.16 or as otherwise expressly provided in or contemplated by Section 2.03(e) and
Section 9.01 of this Agreement or in an applicable Intercreditor Agreement.


(b)           If
the Special Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders
and, in the case of a Serviced Loan Combination, the Certificateholders and the related Serviced Companion Loan Noteholders (as
a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single
lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate
nature of such Subordinate Companion Loan)) to attempt to sell a Defaulted Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Serviced Companion Loan (subject to the terms of any related Intercreditor Agreement), the Special Servicer shall
use reasonable efforts to solicit offers for each such Defaulted Mortgage Loan on behalf of the Certificateholders and, if applicable,
the related Serviced Companion Loan Noteholders in such manner as will be reasonably likely to realize a fair price; provided,
that with respect to any Serviced Loan Combination, the Special Servicer shall be required to sell (with the consent of the Directing
Holder prior to a Control Termination Event) such related Mortgage Loan and the related Serviced Pari Passu Companion Loan if
it determines in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders
and the holder(s) of the related Serviced Pari Passu Companion Loan(s); provided, further that with respect to any
Non-Serviced Mortgage Loan, the Special Servicer (solely to the extent that the special servicer of the related Other Securitization
holding the related Non-Serviced Companion Loan fails to sell such Non-Serviced Companion Loan together with such Non-Serviced
Mortgage Loan as required pursuant to the terms of the related Other Pooling and Servicing Agreement and Intercreditor Agreement)
shall be permitted to sell (with the consent of the Directing Holder prior to a Control Termination Event) such Non-Serviced Mortgage
Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders.
The Special Servicer shall accept the first (and, if multiple offers are received, the highest cash offer received in the solicitation
process within the time frame set for such process by the Special Servicer) cash offer received from any Person that constitutes
a fair price for such Defaulted Mortgage Loan.


The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing
Holder and any related Serviced Companion Noteholder, not less than ten Business Days’ prior written notice of its intention
to sell any such Defaulted Mortgage Loan, and notwithstanding anything to the contrary herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any such Defaulted Mortgage Loan pursuant to this Agreement.


(c)            Whether
any cash offer constitutes a fair price for such Defaulted Mortgage Loan, as the case may be, shall be determined by the Special
Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an
Interested Person; provided, that no offer from an Interested Person shall constitute a fair price






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unless
it is the highest offer received. In determining whether any offer received from an Interested Person represents a fair price
for any such Defaulted Mortgage Loan, 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 9-month period or in the absence of any such Appraisal,
on a narrative appraisal prepared by an Independent MAI Appraiser selected by (i) the Special Servicer if the Special Servicer
or an Affiliate of the Special Servicer is not making an offer with respect to such Defaulted Mortgage Loan, (ii) by the Master
Servicer if the Special Servicer is making such an offer unless the Master Servicer and Special Servicer are Affiliates or (iii)
the Operating Advisor if the Master Servicer and Special Servicer are Affiliates and the Special Servicer is making an offer.
The cost of any such Updated Appraisal or narrative appraisal shall be covered by, and shall be reimbursable as, a Property Advance.
The Trustee may retain and conclusively rely on any opinions or reports of qualified Independent experts in real estate or commercial
mortgage loan matters with at least five years’ experience in valuing or investing in loans similar to the subject Defaulted
Mortgage Loan, selected with reasonable care by the Trustee, in connection with making such determination. Any related costs and
fees of the Trustee shall be reimbursable by the related Interested Person in advance.


In
determining whether any offer from a Person other than an Interested Person constitutes a fair price for any such Defaulted Mortgage
Loan, the 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 9 months), and in determining whether any offer
from an Interested Person constitutes a fair price for any such Defaulted Mortgage Loan, any appraiser shall be instructed to
take into account, as applicable, among other factors, the period and amount of the Delinquency on such Defaulted Mortgage Loan,
the period and amount of the occupancy level and physical condition of the related Mortgaged Property, the state of the local
economy in the area where the Mortgaged Property is located, the expected recovery from such Defaulted Mortgage Loan if the Special
Servicer were to pursue a workout strategy, and the time and expense associated with a purchaser’s foreclosing on the related
Mortgaged Property.


In
addition, the Special Servicer shall refer to all other relevant information obtained by it or otherwise contained in the Mortgage
File; provided that the Special Servicer shall take account of any change in circumstances regarding the related Mortgaged
Property known to the Special Servicer that has occurred subsequent to, and that would, in the Special Servicer’s reasonable
judgment, materially affect the value of the related Mortgaged Property reflected in the most recent related Appraisal. Furthermore,
the Special Servicer may consider available objective third party information obtained from generally available sources, as well
as information obtained from vendors providing real estate services to the Special Servicer, concerning the market for distressed
real estate loans and the real estate market for the subject property type in the area where the related Mortgaged Property is
located. The Special Servicer may, to the extent it is reasonable to do so in accordance with the Servicing Standard, conclusively
rely on any opinions or reports of qualified Independent experts in real estate or commercial mortgage loan matters with at least
five years’ experience in valuing or investing in loans similar to the subject Specially Serviced Loan, selected with reasonable
care by the Special Servicer, in making such determination. All reasonable costs and expenses incurred by the Special Servicer
pursuant to this Section 3.16(c) shall constitute, and be reimbursable as, Property Advances. The other parties to this Agreement
shall cooperate with all reasonable






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requests for information made by
the Special Servicer in order to allow the Special Servicer to perform its duties pursuant to this Section 3.16(c).


The
Repurchase Price (which, in connection with the administration of a Defaulted Mortgage Loan related to a Serviced Loan
Combination, shall be construed and calculated as if the loans in such Serviced Loan Combination together constitute a single
Mortgage Loan thereunder) for any such Defaulted Mortgage Loan shall in all cases be deemed a fair price.


(d)           Subject
to subsection (c) above, the Special Servicer shall act on behalf of the Trustee (for the benefit of the Certificateholders
and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Noteholders) in negotiating and taking any
other action necessary or appropriate in connection with the sale of any such Defaulted Mortgage Loan, and the applicable collection
of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge for its own account 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 REO Account, the Collection
Account or, in the case of any Serviced Loan Combination, the applicable Serviced Loan Combination Collection Account. Any sale
of such Defaulted Mortgage Loan shall be final and without recourse to the Trustee or the Trust Fund (except such recourse to
the Trust Fund imposed by those representations and warranties typically given in such transactions, any prorations applied thereto
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 Certificate Administrator, the Operating Advisor or the Trustee shall
have any liability to any Certificateholder or Companion Loan Noteholder with respect to the purchase price therefor accepted
by the Special Servicer or the Trustee.


(e)            Any
sale of such Defaulted Mortgage Loan shall be for cash only.


(f)             The
parties hereto may sell or purchase, or permit the sale or purchase of, a Serviced REO Property only on the terms and subject
to the conditions set forth in this Section 3.16 or as otherwise expressly provided in an applicable Intercreditor Agreement.


(g)            The
Special Servicer shall use reasonable efforts to solicit offers for each Serviced REO Property on behalf of the Certificateholders
and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Noteholders in such manner as will be reasonably
likely to realize a fair price within the time period provided for by Section 3.15(a) of this Agreement. The Special Servicer
(with the consent of the Directing Holder) shall accept the first (and, if multiple offers are contemporaneously received, subject
to Section 3.16(k), the highest) cash offer received from any Person that constitutes a fair price for such Serviced REO Property.
If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price
for any Serviced REO Property within the time constraints imposed by Section 3.15(a) of this Agreement, then the Special
Servicer (with the consent of the Directing Holder) shall dispose of such Serviced REO Property upon such terms and conditions
as the Special Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection
therewith, shall accept the highest outstanding cash offer, regardless of from whom received.






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The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and the
Directing Holder, not less than ten Business Days’ prior written notice of its intention to sell any Serviced REO
Property, and notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of
its Affiliates may make an offer for or purchase any Serviced REO Property pursuant to this Agreement.


(h)           Whether
any cash offer constitutes a fair price for any Serviced REO Property, as the case may be, shall be determined by the Special
Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an
Interested Person; provided, that no offer from an Interested Person shall constitute a fair price unless it is the
highest offer received. In determining whether any offer received from an Interested Person represents a fair price for any such
Serviced REO Property, 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 9-month period or in the absence of any such appraisal, on a narrative
appraisal prepared by an Independent MAI Appraiser selected by the Special Servicer if the Special Servicer or an Affiliate of
the Special Servicer is not making an offer with respect to a Serviced REO Property (or by the Master Servicer if the Special
Servicer is making such an offer). The cost of any such Updated Appraisal or narrative appraisal and any related costs and fees
of the Trustee shall be covered by, and shall be reimbursable as, a Property Advance. In determining whether any offer from a
Person other than an Interested Person constitutes a fair price for any such Serviced REO Property, the 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 9 months), and in determining whether any offer from an Interested Person constitutes
a fair price for any such Serviced REO Property, any appraiser shall be instructed to take into account, as applicable, among
other factors, the period and amount of the occupancy level and physical condition of the Mortgaged Property or Serviced REO Property,
the state of the local economy and the obligation to dispose of any Serviced REO Property within the time period specified in
Section 3.15(a) of this Agreement. The Repurchase Price (which, in connection with the administration of a Serviced REO Property
related to a Serviced Loan Combination, shall be construed and calculated as if the loans in such Serviced Loan Combination together
constitute a single Mortgage Loan thereunder) for any Serviced REO Property shall in all cases be deemed a fair price.


(i)             Subject
to subsections (g) and (h) above, the Special Servicer shall act on behalf of the Trustee (for the benefit of the Certificateholders
and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Noteholders) in negotiating and taking any
other action necessary or appropriate in connection with the sale of any Serviced REO Property, and the applicable collection
of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge for its own account 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 or, in the
case of any Serviced Loan Combination, the applicable Serviced Loan Combination Collection Account. Any sale of a Serviced REO
Property shall be final and without recourse to the Trustee or the Trust Fund (except such recourse to the Trust Fund imposed
by those representations and warranties typically given in






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such
                                                                                               transactions, any prorations applied thereto 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 or the Trustee
                                                                                               shall have any liability to any Certificateholder or Serviced Companion Loan Noteholder with respect to the purchase price
                                                                                               therefor accepted by the Special Servicer or the Trustee.


(j)             Any
sale of a Serviced REO Property shall be for cash only.


(k)            Notwithstanding
any of the foregoing paragraphs of this Section 3.16, the Special Servicer shall not be obligated to accept the highest cash
offer if the Special Servicer determines, in its reasonable and good faith judgment, that rejection of such offer would be in
the best interests of the Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan
Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted
a single lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account
the subordinate nature of such Subordinate Companion Loan), 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 (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) and,
in the case of a Serviced Loan Combination, the related Serviced Companion Loan Noteholders (as a collective whole as if such
Certificateholders and, if applicable, Serviced Companion Loan Noteholders) constituted a single lender (and with respect to any
Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate
Companion Loan).


(l)             With
respect to each defaulted Serviced Pari Passu Companion Loan, the Special Servicer shall have the obligation to sell such defaulted
Serviced Pari Passu Companion Loan together with the related Mortgage Loan pursuant to the terms of the related Intercreditor
Agreement as if such Mortgage Loan and Serviced Pari Passu Companion Loan were one whole loan on behalf of the Certificateholders
and the related Serviced Companion Loan Noteholders. The Special Servicer shall provide notice to the applicable Other Special
Servicer (if any) and, to the extent actually known to the Special Servicer, the controlling class representative of the related
Other Securitization as soon as practicable following its decision to attempt to sell, and prior to the commencement of marketing
of, any Serviced Pari Passu Companion Loan.


Section 3.17     Additional
Obligations of the Master Servicer and the Special Servicer; Inspections.  (a) The Master Servicer (at its own expense) (or,
with respect to Specially Serviced Loans and Serviced REO Properties, the Special Servicer) shall inspect or cause to be inspected
each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) that it is servicing at such times
and in such manner as is consistent with the Servicing Standard, but in any event shall inspect each Mortgaged Property with a
Stated Principal Balance (or in the case of a Mortgage Loan secured by more than one Mortgaged Property, having an Allocated Loan
Amount) of (A) $2,000,000 or more at least once every 12 months (commencing in 2016) and (B) less than $2,000,000 at
least once every 24 months (commencing in 2017), (or, in each case, at such decreased frequency as each Rating Agency shall have
provided a No Downgrade Confirmation relating to the Certificates and Serviced






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Companion
Loan Securities, if any); provided, that if any Mortgage Loan or Serviced Loan Combination becomes a Specially
Serviced Loan, the Special Servicer is required to inspect or cause to be inspected the related Mortgaged Property as soon as
practicable after the Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan; provided, further,
that the Master Servicer will not be required to inspect a Mortgaged Property that has been inspected in the previous six
months. The reasonable cost of each such inspection performed in accordance with the Servicing Standard by the Special
Servicer shall be paid by the Master Servicer as a Property Advance; provided, that if such Advance would be a
Nonrecoverable Advance, then the cost of such inspections shall be an expense of the Trust payable out of general
collections. With respect to a Serviced Loan Combination, the costs described in the preceding sentence above that relate to
the applicable Serviced Loan Combination shall be paid out of amounts on deposit in the Serviced Loan Combination Collection
Account related to such Serviced Loan Combination (allocated in accordance with the expense allocation provision of the
related Intercreditor Agreement). If funds in the applicable Serviced Loan Combination Collection Account relating to a
Serviced Loan Combination are insufficient, then any deficiency shall be paid from amounts on deposit in the Collection
Account; provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection
Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable
efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro
rata portion of such amount allocable to the related Serviced Companion Loan from the related Companion Loan Noteholder.
The Master Servicer or the Special Servicer, as applicable, shall prepare a written report of the inspection describing,
among other things, the condition of and any damage to the Mortgaged Property securing a Mortgage Loan that it is servicing
and specifying the existence of any material vacancies in such Mortgaged Property, any sale, transfer or abandonment of such
Mortgaged Property of which it has actual knowledge, any material adverse change in the condition of the Mortgaged
Property, or any visible material waste committed on applicable Mortgaged Property. The Master Servicer or Special Servicer,
as applicable, shall send such reports to the 17g-5 Information Provider (who shall promptly post such reports to the 17g-5
Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), the related Other 17g-5 Information
Provider (if any), and, upon request, to the Underwriters and the Initial Purchasers within 35 days of completion of the
inspection report, each inspection report.


(b)           With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, as applicable, the Master
Servicer (or the Special Servicer, in the case of a Specially Serviced Loan) shall exercise the Trustee’s rights, in accordance
with the Servicing Standard, with respect to the Manager under the related Loan Documents and Management Agreement, if any.


(c)            If,
with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan, a Specially Serviced Loan or a previously Specially
Serviced Loan with respect to which the Special Servicer has waived or amended the prepayment restrictions such that the related
Borrower is not required to prepay on a Due Date or pay interest that would have accrued on the amount prepaid through and including
the last day of the interest accrual period occurring following the date of such prepayment) or Serviced Companion Loan, the Master
Servicer accepts a voluntary Principal Prepayment (other than (i) in accordance with the terms of the related Loan Documents,
(ii) in connection with the payment of insurance proceeds or






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condemnation
proceeds unless the Master Servicer did not apply the proceeds thereof in accordance with the terms of the related Loan
Documents, (iii) subsequent to a default under the related Loan Documents if the Master Servicer reasonably believes
that acceptance of such prepayment is consistent with the Servicing Standard, (iv) at the request of or with the consent
of the Special Servicer or, for so long as no Control Termination Event has occurred and is continuing, the Directing Holder,
or (v) pursuant to applicable law or a court order) resulting in a Prepayment Interest Shortfall, then the Master Servicer
shall deliver to the Certificate Administrator on each Servicer Remittance Date for deposit in the Lower-Tier Distribution
Account (or, in the case of a Prepayment Interest Shortfall with respect to a Serviced Companion Loan, remit to the holder of
the Serviced Companion Loan a pro rata portion of the following amount), without any right of reimbursement therefor,
a cash payment (the “Master Servicer Prepayment Interest Shortfall Amount”), in an amount equal to the
lesser of (x) the aggregate amount of those Prepayment Interest Shortfalls incurred in connection with such voluntary
Principal Prepayments received in respect of the Mortgage Loans (other than a Non-Serviced Mortgage Loan or a Specially
Serviced Loan) or Serviced Companion Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) during the
related Collection Period, and (y) the aggregate of (A) the portion of its Master Servicing Fee (calculated for
this purpose at 0.0025% per annum) that is being paid in such Collection Period with respect to the Mortgage Loans or
Serviced Companion Loans serviced by it (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) and
(B) all Prepayment Interest Excess received during the related Collection Period on the Mortgage Loans or Serviced
Companion Loans (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan); provided that if any
Prepayment Interest Shortfall occurs with respect to any Mortgage Loan as a result of the Master Servicer’s failure to
enforce the related Loan Documents (other than in connection with (a) a Non-Serviced Mortgage Loan, (b) a Specially Serviced
Loan, (c) a previously Specially Serviced Loan with respect to which the Special Servicer has waived or amended the
prepayment restriction such that the related Borrower is not required to prepay on a Due Date or pay interest that would have
accrued on the amount prepaid through and including the last day of the interest accrual period occurring following the date
of such prepayment or (d) the circumstances covered in clauses (i), (ii), (iii) or (iv) above), the Master Servicer shall be
required to pay an amount equal to the entire Prepayment Interest Shortfall with respect to that Mortgage Loan. The Master
Servicer’s obligation to pay the Master Servicer Prepayment Interest Shortfall Amount, and the rights of the
Certificateholders to offset of the aggregate Prepayment Interest Shortfalls against those amounts, shall not be
cumulative.


(d)            The
Master Servicer shall, as to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination that is
secured by the interest of the related Borrower under a ground lease (or, with respect to a leasehold interest where the Borrower
is the lessee and that is a space lease or an air rights lease, such space lease or air rights lease), promptly (and in any event
within 60 days) after the Closing Date notify the related ground lessor of the transfer of such Mortgage Loan or Serviced
Loan Combination to the Trust pursuant to this Agreement and inform such ground lessor that any notices of default under the related
ground lease (or, with respect to a leasehold interest where the Borrower is the lessee and that is a space lease or an air rights
lease, the related space lease or air rights lease) should thereafter be forwarded to the Master Servicer and the Special Servicer.






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(e)            The
Master Servicer shall, to the extent consistent with the Servicing Standard and permitted by the related Loan Documents, not
apply any funds with respect to a Mortgage Loan or Serviced Loan Combination (whether arising in the form of a holdback,
earnout reserve, cash trap or other similar feature) to the prepayment of the related Mortgage Loan or Serviced Loan
Combination prior to an event of default or reasonably foreseeable event of default with respect to such Mortgage Loan or
Serviced Loan Combination. Prior to an event of default or reasonably foreseeable event of default any such amounts described
in the immediately preceding sentence shall be held by the Master Servicer as additional collateral for the related Mortgage
Loan or Serviced Loan Combination.


Section 3.18     Authenticating
Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate Certificates. The
Authenticating Agent must be acceptable to the Depositor and must be a corporation organized and doing business under the
laws of the United States of America or any state, having a principal office and place of business in a state and city
acceptable to the Depositor, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do
a trust business and subject to supervision or examination by federal or state authorities. The Certificate Administrator
shall serve as the initial Authenticating Agent.


Any
corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any corporation succeeding
to the corporate agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.


The
Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the
Certificate Administrator, the Trustee, the Depositor and the Master Servicer. The Certificate Administrator may at any time terminate
the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent, the Depositor and
the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 3.18, the Certificate Administrator may
appoint a successor Authenticating Agent, which shall be acceptable to the Depositor, and shall mail notice of such appointment
to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested
with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named
as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section 3.18.


The
Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate
Administrator. Any compensation paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator,
as applicable.


Section 3.19    Appointment
of Custodians. The Certificate Administrator shall be the initial Custodian hereunder. The Certificate Administrator may
appoint one or more additional Custodians to hold all or a portion of the Mortgage Files on behalf of the Trustee and






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otherwise
perform the duties set forth in Article II, by entering into a Custodial Agreement with any Custodian who is not the
Depositor. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement and to enforce the terms
and provisions thereof against the Custodian for the benefit of the Certificateholders. The Certificate Administrator shall
not be liable for any act or omission of the Custodian under the Custodial Agreement. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least
$10,000,000, shall have a long-term debt rating of at least “Baa2” from Moody’s and “BBB” from
Fitch. Each Custodial Agreement may be amended only as provided in Section 11.08 of this Agreement. Any compensation
paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. If the Custodian is an entity
other than the Certificate Administrator, the Custodian shall maintain a fidelity bond in the form and amount that are
customary for securitizations similar to the securitization evidenced by this Agreement. The Custodian shall be deemed to
have complied with this provision if one of its Affiliates has such fidelity bond coverage and, by the terms of such fidelity
bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the
term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers
and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations
similar to the securitization evidenced by this Agreement. All fidelity bonds and policies of errors and omissions insurance
obtained under this Section 3.19 shall be issued by a Qualified Insurer.


Section 3.20     Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts. The Master Servicer shall administer each
Lock-Box Account, Cash Collateral Account, Escrow Account and Reserve Account in accordance with the related Mortgage or Loan
Agreement, Cash Collateral Account Agreement or Lock-Box Agreement, if any relating to the Mortgage Loans (other than a
Non-Serviced Mortgage Loan) or Serviced Loan Combinations it is servicing.


Section 3.21     Property
Advances.


(a)            The
Master Servicer (or, to the extent provided in Section 3.21(b) and Section 3.21(c) of this Agreement, the Special
Servicer and the Trustee) to the extent specifically provided for in this Agreement, shall make any Property Advances as and to
the extent otherwise required pursuant to the terms hereof with respect to the Mortgage Loans (other than Non-Serviced Mortgage
Loans) or Serviced Loan Combinations that it is servicing. For purposes of distributions to Certificateholders and compensation
to the Master Servicer, the Special Servicer or the Trustee, Property Advances shall not be considered to increase the Stated
Principal Balance of any such Mortgage Loan or Serviced Loan Combination, notwithstanding that the terms of such Mortgage Loan
or Serviced Loan Combination so provide.


(b)            Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall give the Master Servicer not less than five Business Days’
written notice with respect to any Property Advance to be made on any Specially Serviced Loan, before the date on which the Master
Servicer is required to make such Property Advance with respect to such Specially Serviced Loan or Serviced REO Loan; provided,
that the Special Servicer shall be required to provide the Master Servicer with only two Business Days’ written notice in
respect of Property Advances required to be made on an urgent or emergency basis (which may include, without limitation, Property
Advances required to make tax or insurance payments). If the






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Master
Servicer, the Special Servicer or the Trustee makes a Property Advance with respect to any Serviced Loan Combination then it
shall provide written notice to the related Other Servicer, Other Special Servicer and Other Trustee of the amount of such
Property Advance with respect to such Serviced Loan Combination within two (2) Business Days of making such Property Advance.
The Special Servicer shall have no obligation to make any Property Advances; provided that in an urgent or emergency
situation requiring the making of a Property Advance, the Special Servicer may make such Property Advance. Within five (5)
Business Days of making such a Property Advance, the Special Servicer shall deliver to the Master Servicer a request for
reimbursement for such Property Advance, along with all information and documentation in the Special Servicer’s
possession regarding the subject Property Advance as the Master Servicer may reasonably request, and the Master Servicer
shall be obligated, out of the Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed
Property Advances (other than any such Property Advance that is a Nonrecoverable Property Advance) made by the Special
Servicer, together with interest thereon at the Advance Rate from the date made to, but not including, the date of
reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the
written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds out of general
collections to an account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to
the Special Servicer of any Property Advance and payment to the Special Servicer of interest thereon, all in accordance with
the terms of this Agreement, the Master Servicer shall for all purposes of this Agreement be deemed to have made such
Property Advance at the same time as the Special Servicer actually made such Property Advance, and accordingly, the
Master Servicer shall be entitled to be reimbursed for such Property Advance, together with interest thereon at the Advance
Rate, at the same time, in the same manner and to the same extent as the Master Servicer would otherwise have been entitled
if it had actually made such Property Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions,
the Master Servicer shall not be required to reimburse the Special Servicer for any such Property Advance if the Master
Servicer determines in its reasonable judgment that such Property Advance, although not characterized by the Special Servicer
as a Nonrecoverable Property Advance, is in fact a Nonrecoverable Property Advance. The Master Servicer shall notify the
Special Servicer in writing of such determination and if applicable, such Nonrecoverable Property Advance shall be reimbursed
to the Special Servicer pursuant to Section 3.21(e) of this Agreement.


(c)            The
Master Servicer shall notify the Trustee and the Certificate Administrator in writing promptly upon, and in any event within one
Business Day after, becoming aware that it will be unable to make any Property Advance required to be made pursuant to the terms
hereof, and in connection therewith, shall set forth in such notice the amount of such Property Advance, the Person to whom it
is to be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein information and instructions
for the payment of such Property Advance, and, on the date specified in such notice for the payment of such Property Advance,
or, if the date for payment has passed or if no such date is specified, then within five Business Days following such notice,
the Trustee, subject to the provisions of Section 3.21(d) of this Agreement, shall pay the amount of such Property Advance
in accordance with such information and instructions.






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(d)           The
Special Servicer shall promptly furnish any party required to make Property Advances hereunder with any information in its
possession regarding the Specially Serviced Loans and REO Properties as such party required to make Property Advances may
reasonably request for purposes of making recoverability determinations. Notwithstanding anything to the contrary in this
Agreement, the Special Servicer shall have no obligation to make an affirmative determination that any Advance is, or would
be, a Nonrecoverable Advance, and in the absence of a determination by the Special Servicer that such an Advance is a
Nonrecoverable Advance, then all such decisions shall remain with the Master Servicer or Trustee, as applicable.


Notwithstanding
anything herein to the contrary, no Property Advance shall be required hereunder if the Person otherwise required to make such
Property Advance determines that such Property Advance would, if made, constitute a Nonrecoverable Property Advance. In addition,
the Master Servicer shall not make any Property Advance to the extent that it has received written notice that the Special Servicer
has determined (if no Consultation Termination Event has occurred and is continuing, in consultation with the Directing Holder)
that such Property Advance would, if made, constitute a Nonrecoverable Property Advance. In making such recoverability determination,
such Person will be entitled to (i) give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount with respect to other Mortgage Loans, the recovery of which, at the time of such consideration, is being deferred or delayed
by the Master Servicer, the Special Servicer or the Trustee, as applicable, in light of the fact that proceeds on the related
Mortgage Loan (or the related Serviced Loan Combination, as applicable) are a source of recovery not only for the Property Advance
under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount which is being or may be deferred or delayed and (ii) consider (among other things) the obligations of the Borrower
under the terms of the related Mortgage Loan (or the related Serviced Loan Combination, as applicable) as it may have been modified,
(iii) consider (among other things) the related Mortgaged Properties in their “as is” or then current conditions
and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master
Servicer or the Special Servicer) regarding the possibility and effects of future adverse changes with respect to such Mortgaged
Properties, (iv) 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 (v) estimate and consider (among other things) the timing of recoveries.


The
Master Servicer, the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior
Property Advances for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed Property
Advances. If an Appraisal of the related Mortgaged Property shall not have been obtained within the prior 9 month period (and
the Master Servicer and the Trustee shall each request any such appraisal from the Special Servicer prior to ordering an Appraisal
pursuant to this sentence) or if such an Appraisal shall have been obtained but as a result of unforeseen occurrences, such Appraisal
does not, in the good faith determination of the Master Servicer, the Special Servicer or the Trustee, reflect current market
conditions, and the Master Servicer or the Trustee, as applicable, and the Special Servicer cannot agree on the appropriate downward
adjustment to such Appraisal, the Master Servicer, the Special Servicer or the Trustee, as the case may be, may, subject to its
reasonable and good faith determination that such Appraisal will demonstrate






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the nonrecoverability of the related Advance, obtain
an Appraisal for such purpose at the expense of the Trust Fund (and, in the case of any Serviced Loan Combination, such expense
shall be allocated in accordance with the allocation provisions of the related Intercreditor Agreement).


Any
determination by the Master Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as the case may be,
has made a Property Advance that is a Nonrecoverable Property Advance or any determination by the Master Servicer, the Special
Servicer or the Trustee that any proposed Property Advance, if made, would constitute a Nonrecoverable Property Advance shall
be evidenced in the case of the Master Servicer or the Special Servicer by a certificate of a Servicing Officer delivered to the
other, to the Trustee, the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing), the
Operating Advisor, the Certificate Administrator, any related Companion Loan holder(s) and the Depositor and, in the case of the
Trustee, by a certificate of a Responsible Officer of the Trustee, delivered to the Depositor, the Directing Holder (but only
if no Consultation Termination Event has occurred and is continuing), the Operating Advisor, the Certificate Administrator, any
related Companion Loan holder(s), the Master Servicer and the Special Servicer, which in each case sets forth such nonrecoverability
determination and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis
of such determination (such certificate accompanied by, to the extent available, income and expense statements, rent rolls, occupancy
status, property inspections and other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable,
to make such determination, together with any existing Appraisal or any Updated Appraisal); provided that the Special Servicer
may, at its option, make a determination in accordance with the Servicing Standard, that any Property Advance previously made
or proposed to be made is nonrecoverable and shall deliver to the Master Servicer, the Certificate Administrator, the Directing
Holder (but only if no Consultation Termination Event has occurred and is continuing), the Operating Advisor, the Trustee, the
related Serviced Pari Passu Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such
notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) notice of such determination.
Any such determination shall be conclusive and binding on the Master Servicer, the Special Servicer and the Trustee. Notwithstanding
the foregoing, the Special Servicer shall have no obligation to make an affirmative determination that any Advance is, or would
be, a Nonrecoverable Advance, and in the absence of a determination by the Special Servicer that such an Advance is a Nonrecoverable
Advance, then all such decisions shall remain with the Master Servicer.


Any
such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that a Property Advance is a Nonrecoverable Advance) and (consistent with the Servicing Standard in the case of the Master Servicer
or the Special Servicer) may obtain, at the expense of the Trust (and, in the case of a Serviced Loan Combination, such expense
shall be allocated in accordance with the allocation provisions of the related Intercreditor Agreement), any analysis, Appraisals
or market value estimates or other information for such purposes. Absent bad faith, any such determination as to the recoverability
of any Property Advance shall be conclusive and binding on the Certificateholders and the Serviced Companion Loan Noteholders.






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Notwithstanding
the above, the Trustee and the Certificate Administrator shall be entitled to rely conclusively on any determination by the
Master Servicer and the Master Servicer, the Trustee and the Certificate Administrator shall be bound by any determination of
the Special Servicer that a Property Advance, if made, would be a Nonrecoverable Property Advance. The Trustee, in
determining whether or not a Property Advance previously made is, or a proposed Property Advance, if made, would be, a
Nonrecoverable Property Advance shall use its reasonable judgment.


With
respect to the payment of insurance premiums and delinquent tax assessments, if the Master Servicer determines that a Property
Advance of such amounts would constitute a Nonrecoverable Advance, the Master Servicer shall deliver notice of such determination
to the Trustee, the Certificate Administrator and the Special Servicer. Upon receipt of such notice, the Master Servicer (with
respect to any Mortgage Loan or Serviced Loan Combination that is not a Specially Serviced Loan) and the Special Servicer (with
respect to any Specially Serviced Loan or REO Property) shall determine (with the reasonable assistance of the Master Servicer)
whether the payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in
the best interests of the Certificateholders and, in the case of any Serviced Companion Loans, the related Serviced Companion
Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking
into account the subordinate nature of such Subordinate Companion Loan)). If the Master Servicer or the Special Servicer determines
that the payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the
best interests of the Certificateholders and, in the case of any Serviced Companion Loan, the related Serviced Companion Loan
Noteholder, the Special Servicer (in the case of a determination by the Special Servicer) shall direct the Master Servicer in
writing to make such payment and the Master Servicer shall make such payment, to the extent of available funds, from amounts in
the Collection Account or, if a Serviced Loan Combination is involved, from amounts in the applicable Serviced Loan Combination
Collection Account.


Notwithstanding
anything to the contrary contained in this Section 3.21, the Master Servicer may elect (but shall not be required) to make
a payment out of the Collection Account to pay for certain expenses specified in this sentence notwithstanding that the Master
Servicer has determined that a Property Advance with respect to such expenditure would be a Nonrecoverable Property Advance (unless,
with respect to Specially Serviced Loans or Serviced REO Loans, the Special Servicer has notified the Master Servicer to not make
such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or
being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or
the loss of any security for the related Mortgage Loan; provided that in each instance, the Master Servicer determines
in accordance with the Servicing Standard (as evidenced by a certificate of a Servicing Officer delivered to the Trustee and the
Certificate Administrator) that making such expenditure is in the best interests of the Certificateholders and, in the case of
a Serviced Loan Combination, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Loan Combination
with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)). The
Master Servicer may elect to obtain reimbursement of






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Nonrecoverable Property Advances from the Trust Fund in accordance with Section 3.06
of this Agreement.


(e)     The
Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property
Advances made by any of them to the extent permitted pursuant to Section 3.06 of this Agreement, if applicable, of this
Agreement, together with any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer,
the Special Servicer and the Trustee each hereby covenants and agrees to promptly seek and effect the reimbursement of such
Property Advances from the related Borrowers to the extent permitted by applicable law and the related Loan
Documents.


The
parties acknowledge that, pursuant to the applicable Other Pooling and Servicing Agreement, the applicable Other Servicer is obligated
to make property advances with respect to the related Non-Serviced Mortgage Loan. The Other Servicer, the Other Special Servicer
(to the extent it has made an advance), the Other Trustee or fiscal agent or other Persons making advances under the applicable
Other Pooling and Servicing Agreement shall be entitled to reimbursement in accordance with Section 3.06(b) of this
Agreement for the pro rata portion (based on Stated Principal Balance) of the related Mortgage Loan (after amounts allocated
to the related Subordinate Companion Loan, if any) with respect to any property advance that is nonrecoverable (with, in each
case, any pro rata portion of accrued and unpaid interest thereon provided for under the Other Pooling and Servicing Agreement)
in the manner set forth in the Other Pooling and Servicing Agreement and the related Intercreditor Agreement, as applicable.


(f)            With
respect to any Serviced Loan Combination, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines
that a proposed Property Advance with respect to such Serviced Loan Combination, if made, or any outstanding Property Advance
with respect to any such Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance or if the Master
Servicer, Special Servicer or Trustee, as applicable, subsequently determines that a proposed Property Advance would be a Nonrecoverable
Advance or an outstanding Property Advance is or would be a Nonrecoverable Advance, the Master Servicer or Trustee, as applicable,
shall provide the Other Servicer, Other Special Servicer and the Other Trustee under each related Other Pooling and Servicing
Agreement with written notice of such determination, together with supporting evidence for such determination, promptly and in
any event within two (2) Business Days after such determination or such longer time period permitted by the applicable Intercreditor
Agreement.


Section 3.22     Appointment
and Replacement of Special Servicer. (a) LNR Partners, LLC is hereby appointed as the initial Special Servicer to
service each Specially Serviced Loan.


(b)           For
so long as no Control Termination Event has occurred and is continuing, the Directing Holder shall be entitled to terminate the
rights (subject to Section 3.05, Section 3.12 and Section 6.03(a) of this Agreement) and obligations of the Special
Servicer under this Agreement, (a) for cause at any time, and (b) without cause if either (i) LNR Partners, LLC or its Affiliate
is no longer the Special Servicer, or (ii) LNR Securities Holdings, LLC or its Affiliate owns less than 15% of the Certificate
Balance of the Controlling Class, and appoint a successor Special Servicer pursuant to Section 7.02 of this Agreement, upon
ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Paying Agent, the Certificate






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Administrator,
the Operating Advisor and the Trustee; provided that with respect to any Serviced Loan Combination, the related
Directing Holder’s right to terminate the rights and obligations of the Special Servicer under this Agreement with
respect to such Serviced Loan Combination shall be subject to the limitations set forth in the related Intercreditor
Agreement; provided further, with respect to the 40 Wall Street Loan Combination, the limitations on termination
without cause set forth in clause (b) shall not apply to the related Loan-Specific Directing Holder’s right to
terminate the Special Servicer’s rights and obligations under this Agreement without cause with respect to the 40 Wall
Street Loan Combination pursuant to the terms of the related Intercreditor Agreement.


(c)            Following
the occurrence of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor
determines that the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance
with the Servicing Standard, the Operating Advisor shall deliver to the Trustee and to the Certificate Administrator, with a copy
to the Special Servicer, a written recommendation (provided that the Operating Advisor shall not be permitted to recommend
the replacement of the Special Servicer with respect to any Loan Combination so long as the holder of the related Companion Loan
is the Loan-Specific Directing Holder under the related Intercreditor Agreement) setting forth the reasons supporting its position
(along with any information the Operating Advisor considered relevant to its recommendation) and recommending a replacement special
servicer; provided, that in no event shall the information or any other content included in such written recommendation
contravene any provision of this Agreement. The Certificate Administrator shall have no obligation to determine if the Operating
Advisor is permitted to make such a recommendation with respect to a Loan Combination. In such event, the Certificate Administrator
shall promptly post notice to all Certificateholders of such recommendation on the Certificate Administrator’s Website,
and by mail (or through the DTC system, as applicable), and shall conduct the solicitation of votes of all Certificates in such
regard. Subsequently, upon (i) the written direction of Holders of Sequential Pay Certificates evidencing at least a majority
of the aggregate Voting Rights (taking into account the application of any Realized Losses and Appraisal Reduction Amounts to
notionally reduce the respective Certificate Balances pursuant to Section 4.08 of this Agreement) (which vote shall occur
not more than 180 days from the date the Certificate Administrator posts such recommendation on the Certificate Administrator’s
Website; provided that if such written direction is not provided within 180 days of the posting of the initial request for
a vote to terminate and replace the Special Servicer, then such written direction shall have no force and effect) and (ii) receipt
of a No Downgrade Confirmation from each Rating Agency with respect to the Certificates and, if such successor Special Servicer
shall also specially service a Serviced Loan Combination, any class of related Serviced Companion Loan Securities, by the Trustee
following satisfaction of the foregoing clause (i), the Trustee shall (x) terminate all of the rights and obligations
of the Special Servicer under this Agreement and appoint a successor Special Servicer approved by the Certificateholders; provided such termination is subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees
and other compensation, reimbursement of advances and other rights set forth in this Agreement which survive termination and (y) promptly
notify such outgoing Special Servicer of the effective date of such termination. The reasonable fees and out-of-pocket costs associated
with administering such vote shall be an Additional Trust Fund Expense. If the Trustee does not receive at least a majority of
the requested votes, then the Trustee shall not remove the Special Servicer. Prior to the appointment of any replacement special
servicer, such






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replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this
Agreement and to act as the Special Servicer’s successor hereunder. No penalty or fee shall be payable to the terminated
Special Servicer with respect to any termination pursuant to this Section 3.22(c).


(d)            If
a Control Termination Event has occurred and is continuing and upon (a) the written direction of holders of Sequential Pay
Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balances of the Certificates pursuant to Section 4.08 of this Agreement) of
the Sequential Pay Certificates requesting a vote to replace the Special Servicer with a new special servicer designated in such
written direction, (b) payment by such holders to the Certificate Administrator of the reasonable fees and expenses (including
any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering
such vote and (c) delivery by such holders to the Certificate Administrator and the Trustee of a No Downgrade Confirmation
from each Rating Agency with respect to the Certificates (which No Downgrade Confirmation shall be obtained at the expense of
those Certificateholders requesting such vote) and, if such successor Special Servicer shall also specially service a Serviced
Loan Combination, any class of related Serviced Companion Loan Securities, the Certificate Administrator shall promptly provide
written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s Website,
and by mail (or through the DTC system, as applicable), and conduct the solicitation of votes of all Certificates in such regard.
Subsequently, if a Control Termination Event has occurred and is continuing, upon the written direction of (i) holders of
Sequential Pay Certificates evidencing at least 75% of a Certificateholder Quorum or (ii) holders of Non-Reduced Certificates
evidencing more than 50% of the Voting Rights of each Class of Non-Reduced Certificates, the Trustee shall (x) terminate
all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor Special Servicer designated
by such Certificateholders, provided such termination is subject to the terminated Special Servicer’s rights to indemnification,
payment of outstanding fees and other compensation, reimbursement of advances and other rights set forth in this Agreement which
survive termination and (y) promptly notify such outgoing Special Servicer of the effective date of such termination; provided that if such written direction is not provided within 180 days of the notice from the Certificate Administrator of the
request for a vote to terminate and replace the Special Servicer, then such written direction shall have no force and effect.
The reasonable fees and out-of-pocket costs associated with administering such vote shall be an Additional Trust Fund Expense.
The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial
Owner may access notices on the Certificate Administrator’s Website and each Certificateholder and Beneficial Owner may
register to receive email notifications when such notices are posted on the Certificate Administrator’s Website; provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable
expenses of posting such notices.


(e)            The
Trustee shall, promptly after receiving any removal notice pursuant to Section 3.22(b) of this Agreement or direction to
terminate pursuant to Section 3.22(c) or Section 3.22(d) of this Agreement, so notify the Certificate Administrator,
the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this






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Agreement).
The termination of the Special Servicer and appointment of a successor Special Servicer pursuant to this Section 3.22
shall not be effective until (i) the Trustee receives from each Rating Agency a No Downgrade Confirmation or, if such
successor Special Servicer shall also specially service a Serviced Loan Combination, a Serviced Companion Loan No Downgrade
Confirmation, (ii) the successor special servicer has assumed all of its responsibilities, duties and liabilities
hereunder pursuant to a writing reasonably satisfactory to the Trustee, (iii) receipt by the Trustee of an Opinion of
Counsel to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with
this Agreement, (y) such replacement will be bound by the terms of this Agreement and (z) this Agreement will be
enforceable against such replacement in accordance with its terms, (iv) the replacement Special Servicer certifies that such
replacement special servicer satisfies all related qualifications set forth in the Intercreditor Agreement relating to such
Serviced Companion Loan and (v) receipt by the Certificate Administrator (with a confirmation of such receipt delivered to
the Trustee) of notice and information required to be delivered by the successor Special Servicer under Section 10.03 of this
Agreement. Any successor Special Servicer shall make the representations and warranties provided for in Section 2.04(b)
of this Agreement mutatis mutandis. In no event may a successor Special Servicer be a current or former Operating
Advisor or any Affiliate of such current or former Operating Advisor. Further, such successor shall be a Person that
(i) satisfies all of the eligibility requirements applicable to the special servicer contained in this Agreement,
(ii) is not obligated or allowed to pay the Operating Advisor any fees or otherwise compensate the Operating Advisor
(x) in respect of its obligations under this Agreement or (y) for the appointment of the successor Special Servicer
or the recommendation by the Operating Advisor for the replacement Special Servicer to become the Special Servicer,
(iii) is not entitled to waive any compensation from the Operating Advisor and (iv) is not entitled to receive any
fee from the Operating Advisor for its appointment as successor Special Servicer, in each case, unless expressly approved by
100% of the Certificateholders. In addition, any replacement Special Servicer that will service any Serviced Loan Combination
shall meet any requirements specified in the related Intercreditor Agreement or, if applicable, the related Other Pooling and
Servicing Agreement.


The
existing Special Servicer shall be deemed to have been removed simultaneously with such designated Person’s becoming the
Special Servicer hereunder; provided, that the Special Servicer removed pursuant to this Section shall be entitled
to receive, and shall have received, all amounts accrued or owing to it under this Agreement on or prior to the effective date
of such resignation and it shall continue to be entitled to any rights that accrued prior to the date of such resignation (including
the right to receive all fees, expenses and other amounts accrued or owing to it under this Agreement, plus the right to receive
any Workout Fee or Liquidation Fee specified in Section 3.12 of this Agreement if the Special Servicer is terminated and
any indemnification rights that the Special Servicer is entitled to pursuant to Section 6.03(a) of this Agreement)
notwithstanding any such removal. Such removed Special Servicer shall cooperate with the Trustee and the replacement Special Servicer
in effecting the termination of the resigning Special Servicer’s responsibilities and rights hereunder, including without
limitation the transfer within two Business Days to the successor Special Servicer for administration by it of all cash amounts
that are thereafter received with respect to the Mortgage Loans and, if applicable, Loan Combinations.






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(f)            The
appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective
obligations to make Advances as set forth herein; provided, that neither the Trustee nor the Master Servicer shall be
liable for any actions or any inaction of such successor Special Servicer. Any termination fee payable to the terminated
Special Servicer (and it is acknowledged that there is no such fee payable in the event of a termination for breach of this
Agreement) shall be paid by the Certificateholders or the Directing Holder, as applicable, so terminating the Special
Servicer and shall not in any event be an expense of the Trust Fund or any Serviced Companion Loan Noteholder (unless such
Serviced Companion Loan Noteholder is the Directing Holder).


(g)            If
a replacement special servicer is appointed with respect to a Serviced Loan Combination or any related Serviced REO Property in
accordance with this Section 3.22 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 applicable
Serviced Loan Combination Special Servicer, insofar as such duties and obligations relate to the subject Serviced Loan Combination
or any related Serviced REO Property, and shall mean the General Special Servicer (as defined below in clause (h)), in all
other cases (provided, that in Section 3.14 and Article VII of this Agreement, the term “Special
Servicer” shall mean each of the Serviced Loan Combination Special Servicers and the General Special Servicer); (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 applicable Serviced Loan Combination Special Servicer, insofar as such information,
funds, documents, instruments and/or other items relate to the subject Serviced Loan Combination or any related Serviced REO Property,
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 Defaulted Mortgage Loans pursuant to Section 3.16 of this Agreement, the term “Special
Servicer” shall mean the General Special Servicer only; (iv) when used in the context of granting the Special Servicer
the right to purchase all of the Mortgage Loans and all other property held by the Trust Fund pursuant to Section 9.01 of
this Agreement, the term “Special Servicer” shall mean the General Special Servicer only; (v) when used in the
context of the Special Servicer being replaced pursuant to this Section 3.22 by the applicable Directing Holder, the term
“Special Servicer” shall mean the General Special Servicer or the Serviced Loan Combination Special Servicer, if applicable;
(vi) when used in the context of granting the Special Servicer any protections, limitations on liability, immunities and/or
indemnities hereunder, the term “Special Servicer” shall mean each of the Serviced Loan Combination Special Servicers
and the General Special Servicer; and (vii) 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, warranty or covenant 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 applicable Serviced Loan Combination Special Servicer or the General Special Servicer,
as applicable.


(h)           References
in this Section 3.22 to “General Special Servicer” mean the Person performing the duties and obligations of special
servicer with respect to the Mortgage






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Pool (exclusive of any Loan Combination or related REO Property as to which a different
Serviced Loan Combination Special Servicer has been appointed with respect thereto).


(i)            No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 3.22.
All costs and expenses of any such termination made without cause shall be paid by the Controlling Class Certificateholders.


(j)            Notwithstanding
anything to the contrary contained in this Section 3.22, with respect to any Excluded Special Servicer Mortgage Loan,
if any, the Special Servicer shall resign with respect to such Excluded Special Servicer Mortgage Loan. Prior to the occurrence
and continuance of a Control Termination Event, if the Excluded Special Servicer Mortgage Loan is not also an Excluded Mortgage
Loan, the Controlling Class Representative shall 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.
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 appoint (and replace with or without cause) the
Excluded Special Servicer for the related Excluded Special Servicer Mortgage in accordance with this Agreement. If a Control Termination
Event has occurred and is continuing and prior to a Consultation Termination Event, 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 Control Termination Event has occurred and is continuing, 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.


If
a Consultation Termination Event has occurred and is continuing, upon resignation of the Special Servicer with respect to an Excluded
Special Servicer Mortgage Loan, at the expense of the Issuing Entity, the Certificate Administrator shall promptly provide written
notice of such resignation to all Certificateholders by posting such notice on the Certificate Administrator’s Website and
the Excluded Special Servicer shall be appointed upon the written direction of more than 50% of the Voting Rights of the Certificates
that exercise their right to vote (provided that holders of at least 20% of the Voting Rights of the Certificates exercise their
right to vote). If such Excluded Special Servicer has not been appointed pursuant to the preceding sentence within 30 days after
the Special Servicer has provided its written notice of resignation, the Certificate Administrator shall provide written notice
to the resigning Special Servicer that such Excluded Special Servicer has not been appointed and such resigning Special Servicer
shall appoint such Excluded Special Servicer.


If
at any time the Special Servicer that had acted as the Special Servicer for a 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, (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 original Special
Servicer shall be entitled to all special servicing compensation with respect to






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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 will 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.


Section 3.23     Transfer
of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report. (a) Upon the
occurrence of any event specified in the definition of Specially Serviced Loan with respect to any Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or Serviced Loan Combination of which the Master Servicer may have notice, the Master
Servicer shall promptly give notice thereof to the Special Servicer, the Certificate Administrator, the Trustee, the
Operating Advisor, the related Mortgage Loan Seller, if no Consultation Termination Event has occurred and is continuing, the
Directing Holder and, if applicable, the related Serviced Companion Loan Noteholders and shall use efforts in accordance with
the Servicing Standard to provide the Special Servicer with all information, documents (but excluding the original documents
constituting the Mortgage File) and records (including records stored electronically) relating to such Mortgage Loan or
Serviced Loan Combination, as applicable, and reasonably requested by the Special Servicer to enable it to assume its duties
hereunder with respect thereto without acting through a sub-servicer. The Master Servicer shall use efforts in accordance
with the Servicing Standard to comply with the preceding sentence within five Business Days of the date it has notice of the
occurrence of any event specified in the definition of Specially Serviced Loan and in any event shall continue to act as
Master Servicer and administrator of such Mortgage Loan or Serviced Loan Combination until the Special Servicer has commenced
the servicing of such Mortgage Loan or Serviced Loan Combination, which shall occur upon the receipt by the Special Servicer
of the information, documents and records referred to in the preceding sentence. With respect to each Mortgage Loan or
Serviced Loan Combination that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related Borrower to
continue to remit all payments in respect of such Mortgage Loan or Serviced Loan Combination to the Master Servicer. The
Master Servicer shall forward any notices it would otherwise send to the Borrower of a Specially Serviced Loan to the Special
Servicer, who shall send such notice to the related Borrower.


Upon
determining that a Specially Serviced Loan has become a Corrected Mortgage Loan, the Special Servicer shall immediately give notice
thereof to the Master Servicer, and upon giving such notice, such Mortgage Loan or Serviced Loan Combination shall cease to be
a Specially Serviced Loan in accordance with the first proviso of the definition of Specially Serviced Loan, the Special Servicer’s
obligation to service such Mortgage Loan or Serviced Loan Combination shall terminate and the obligations of the Master Servicer
to service






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and administer such Mortgage Loan or Serviced Loan Combination as a Mortgage Loan or Serviced Loan Combination that
is not a Specially Serviced Loan shall resume.


(b)           In
servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included
within the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents
are in the possession of the Special Servicer) and copies of any additional related Mortgage Loan information, including
correspondence with the related Borrower, and the Special Servicer shall promptly provide copies of all of the foregoing to
the Master Servicer as well as copies of any analysis or internal review prepared by or for the benefit of the Special
Servicer.


(c)            Not
later than two Business Days preceding each date on which the Master Servicer is required to furnish a report under Section 3.13(a)
of this Agreement to the Certificate Administrator, the Special Servicer shall deliver to the Certificate Administrator, with
a copy to the Trustee, the Operating Advisor and the Master Servicer, a written statement describing, on a loan-by-loan basis,
(i) the amount of all payments on account of interest received on each Specially Serviced Loan, the amount of all payments
on account of principal, including Principal Prepayments, on each Specially Serviced Loan, the amount of Net Insurance Proceeds
and Net Liquidation Proceeds received with respect to each Specially Serviced Loan, and with respect to REO Properties, the amount
of net income or net loss, as determined from management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any rental income that does not constitute Rents from Real Property with respect
to the Serviced REO Property relating to each applicable Specially Serviced Loan, in each case in accordance with Section 3.15
of this Agreement (it being understood and agreed that to the extent this information is provided in accordance with Section 3.13(g)
of this Agreement, this Section 3.23(c) shall be deemed to be satisfied) and (ii) such additional information relating
to the Specially Serviced Loans as the Master Servicer, the Certificate Administrator or the Trustee reasonably request, to enable
it to perform its duties under this Agreement. Such statement and information shall be furnished to the Master Servicer in writing
and/or in such electronic media as is acceptable to the Master Servicer and the Special Servicer.


(d)           Notwithstanding
the provisions of the preceding Section 3.23(c), the Master Servicer shall maintain ongoing payment records with respect
to each of the Specially Serviced Loans relating to a Mortgage Loan that it is servicing and shall provide the Special Servicer
and the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to perform
its duties under this Agreement. The Special Servicer shall provide the Master Servicer with any information reasonably required
by the Master Servicer to perform its duties under this Agreement.


(e)            No
later than 30 days after servicing of a Mortgage Loan or Serviced Loan Combination that becomes a Specially Serviced Loan
is transferred to the Special Servicer, the Special Servicer shall deliver to the Master Servicer, the Directing Holder (only
if no Consultation Termination Event has occurred and is continuing), the Operating Advisor (but only if a Control Termination
Event has occurred and is continuing), the Controlling Class Representative (so long as such Mortgage Loan is not an Excluded
Mortgage Loan), the 17g-5 Information Provider (who shall promptly post such report to the 17g-5 Information Provider’s
Website pursuant to Section 3.14(d) of this Agreement), each related Serviced Companion Loan Noteholder pursuant to the related
Intercreditor Agreement, and upon request, the Underwriters






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and
the Initial Purchasers, a report (the “Asset Status Report”) with respect to such Mortgage Loan or
Serviced Loan Combination and the related Mortgaged Property; provided, the Special Servicer shall not be required to
deliver an Asset Status Report to the Directing Holder if the Special Servicer and the Directing Holder are the same entity
or Affiliates of each other. Such Asset Status Report shall set forth the following information to the extent reasonably
determinable:


(i)             date
of transfer of servicing of such Mortgage Loan or Serviced Loan Combination to the Special Servicer;


(ii)            summary
of the status of such Specially Serviced Loan and any negotiations with the related Borrower;


(iii)           a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan or Serviced Loan Combination and whether outside legal counsel has been retained;


(iv)           the
most current rent roll and income or operating statement available for the related Mortgaged Property;


(v)            (A) the
Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Mortgage Loan or Serviced
REO Property), (B) a description of any such proposed or taken actions, and (C) the alternative courses of action that
were or are being considered by the Special Servicer in connection with the proposed or taken actions;


(vi)           the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Loan Combination;


(vii)          a
description of any amendment, modification or waiver of a material term of any ground lease (or, with respect to a leasehold interest
where the Borrower is the lessee and that is a space lease or an air rights lease, any such space lease or air rights lease) or
franchise agreement;


(viii)         the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


(ix)           an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and






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(y) the
net present value calculation (including the applicable Calculation Rate used) and all related assumptions;


(x)            the
appraised value of the related Mortgaged Properties together with the assumptions used in the calculation thereof, and a copy
of the last obtained Appraisal of the Mortgaged Property; and


(xi)           such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


As
provided in Section 3.12(d), if the Heartland Industrial Portfolio Loan Combination becomes a Specially Serviced Loan prior to
the Heartland Industrial Portfolio Pari Passu Note A-1 Securitization Date, the Special Servicer shall service and administer
the Heartland Industrial Portfolio Loan Combination and related REO Property in the same manner as any other Specially Serviced
Loan or Serviced REO Property, shall be entitled to all Special Servicing Compensation earned with respect to such Serviced Loan
Combination and shall have all the rights and obligations with respect to such Serviced Loan Combination as Special Servicer of
such Serviced Loan Combination.


As
provided in Section 3.12(d), if the 40 Wall Street Loan Combination becomes a Specially Serviced Loan prior to the 40 Wall Street
Pari Passu Note A-1 Securitization Date, the Special Servicer shall service and administer the 40 Wall Street Loan Combination
and related REO Property in the same manner as any other Specially Serviced Loan or Serviced REO Property, shall be entitled to
all Special Servicing Compensation earned with respect to such Serviced Loan Combination and shall have all the rights and obligations
with respect to such Serviced Loan Combination as Special Servicer of such Serviced Loan Combination.


For
so long as no Control Termination Event has occurred and is continuing, if within 10 Business Days of receiving an Asset Status
Report, the Directing Holder does not disapprove such Asset Status Report in writing, the Directing Holder will be deemed to have
approved such Asset Status Report and the Special Servicer shall implement the recommended action as outlined in such Asset Status
Report; provided, that such Special Servicer may not take any action that is contrary to applicable law, this Agreement,
the Servicing Standard (taking into consideration the best interests of all the Certificateholders and, with respect to any Serviced
Loan Combination, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if
applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Loan Combination
with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan))), the
terms of the applicable Loan Documents or any related Intercreditor Agreement. For so long as no Control Termination Event has
occurred and is continuing, if the Directing Holder disapproves such Asset Status Report within such 10 Business Day period, the
Special Servicer will revise such Asset Status Report and deliver to the Directing Holder, the Master Servicer, the 17g-5 Information
Provider (who shall promptly post such report to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement) and each related Serviced Companion Loan Noteholder, a new Asset Status Report as soon as practicable, but
in no event later than 30 Business Days after such disapproval. The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.23(d) until the Directing Holder fails to disapprove such revised Asset Status Report in
writing within 10 Business Days of






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receiving
such revised Asset Status Report or until the Special Servicer makes a determination consistent with the Servicing Standard,
that such objection is not in the best interests of all the Certificateholders and, with respect to any Serviced Loan
Combination, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if
applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Loan
Combination with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate
Companion Loan)). In any event, for so long as no Control Termination Event has occurred and is continuing, if the Directing
Holder does not approve an Asset Status Report within 60 Business Days from the first submission of an Asset Status Report,
the Special Servicer may act upon the most recently submitted form of Asset Status Report if consistent with the Servicing
Standard. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and
implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms
of this Section, and in particular, shall modify and resubmit such Asset Status Report to the Directing Holder (with a copy
to the Trustee and the Certificate Administrator) if (i) the estimated sales proceeds, foreclosure proceeds, workout or
restructure terms or anticipated debt forgiveness varies materially from the amount on which the original report was based or
(ii) the related Borrower becomes the subject of bankruptcy proceedings. Notwithstanding the foregoing, the Special
Servicer (i) may, following the occurrence of an extraordinary event with respect to the related Mortgaged Property,
take any action set forth in such Asset Status Report before the expiration of a 10 Business Day period if the Special
Servicer has reasonably determined that failure to take such action would materially and adversely affect the interests of
the Certificateholders and, with respect to any Serviced Loan Combination, the related Serviced Companion Loan
Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan,
taking into account the subordinate nature of such Subordinate Companion Loan)), and it has made a reasonable effort to
contact the Directing Holder and, if any Serviced Loan Combination is involved, the related Serviced Companion Loan
Noteholders and (ii) in any case, shall determine whether such affirmative disapproval is not in the best interests of
all the Certificateholders and, with respect to any Serviced Loan Combination, the related Serviced Companion Loan
Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan,
taking into account the subordinate nature of such Subordinate Companion Loan)) pursuant to the Servicing Standard, and, upon
making such determination, shall implement the recommended action outlined in the Asset Status Report. The Asset Status
Report is not intended to replace or satisfy any specific consent or approval right which the Directing Holder 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 shall have the authority to meet with the Borrower for any Specially Serviced Loan and take such actions consistent
with the Servicing Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with
the






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related Asset Status Report, unless such action would be required in order to act in accordance with the Servicing Standard,
this Agreement, applicable law or the related Loan Documents.


During
the period when a Control Termination Event has occurred and is continuing, the Special Servicer shall consult on a non-binding
basis with the Operating Advisor in connection with each Asset Status Report prior to finalizing and executing such Asset Status
Report and the Operating Advisor shall propose, by written notice, alternative courses of action within 10 days of receipt
of each Asset Status Report to the extent the Operating Advisor determines such alternatives to be in the best interest of the
Certificateholders (including any Certificateholders that were previously included in the Control Eligible Classes), as a collective
whole as if such Certificateholders constituted a single lender. This determination shall be made pursuant to the Operating Advisor
Standard. The Special Servicer shall consider any such proposals from the Operating Advisor and determine whether any changes
to its proposed Asset Status Report should be made, such determination being made in accordance with the Servicing Standard and
the other terms of this Agreement. In addition, with respect to a Serviced Loan Combination, such Asset Status Reports are subject
to any consultation rights that the holders of the related Pari Passu Companion Loans have pursuant to the related Intercreditor
Agreement.


During
the period when a Control Termination Event has occurred and is continuing and for so long as no Consultation Termination Event
has occurred and is continuing, the Special Servicer shall consult on a non-binding basis with the Directing Holder in connection
with each Asset Status Report prior to finalizing and executing such Asset Status Report and the Directing Holder shall have the
right to propose, by written notice, alternative courses of action within 10 days of receipt of each Asset Status Report.
The Special Servicer shall consider any such proposals from the Directing Holder and determine whether any changes to its proposed
Asset Status Report should be made, such determination being made in accordance with the Servicing Standard and the other terms
of this Agreement.


If
neither the Operating Advisor nor the Directing Holder proposes alternative courses of action within 10 days after receipt
of such Asset Status Report, the Special Servicer shall implement the Asset Status Report as proposed by the Special Servicer.


Notwithstanding
anything to the contrary herein, if a Consultation Termination Event has occurred and is continuing, the Directing Holder shall
have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to any matter set
forth therein. If a Control Termination Event has occurred and is continuing, the Directing Holder shall have no right to consent
to any Asset Status Report under this Section 3.23.


No
direction, advice, consent, approval or disapproval of the Directing Holder or Operating Advisor shall (a) require, permit
or cause the Special Servicer to violate the terms of a Specially Serviced Loan, any related Intercreditor Agreement, applicable
law or any provision of this Agreement, including, but not limited to, Section 3.09, Section 3.16, Section 3.18
and Section 3.25 and the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain
the REMIC status of the Lower-Tier REMIC and the Upper-Tier REMIC and the grantor trust status of the Grantor Trust, or (b) result
in the imposition of a “prohibited transaction” or “contribution” tax under the REMIC Provisions, or (c) expose
the Master Servicer, the Special Servicer, the Depositor, the Mortgage Loan Sellers, the Trust Fund, the Certificate Administrator,
the Paying Agent, the Operating Advisor, the Trustee or their






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respective
officers, directors, employees or agents to any claim, suit or liability or (d) materially expand the scope of the
Special Servicer’s, Certificate Administrator’s, Trustee’s or the Master Servicer’s responsibilities
under this Agreement. The Special Servicer shall not be required to follow any direction of the Directing Holder described in
this paragraph.


(f)            Unless
a Control Termination Event has occurred and is continuing, the Special Servicer shall deliver to the Operating Advisor only each
Final Asset Status Report.


Section 3.24     Special
Instructions for the Master Servicer and/or Special Servicer. (a) Prior to taking any action with respect to a Mortgage
Loan or a Serviced Loan Combination secured by Mortgaged Properties located in a “one-action” state, the Master
Servicer or Special Servicer, as applicable, shall consult with legal counsel, the fees and expenses of which shall be an
expense of the Trust Fund (and, in the case of any Serviced Loan Combination, such expense shall be allocated in accordance
with the allocation provisions of the related Intercreditor Agreement).


(b)            The
Master Servicer shall send written notice to each Borrower (other than with respect to a Non-Serviced Mortgage Loan) and the related
Manager and clearing bank relating to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) that it is servicing that, if
applicable, it and/or the Trustee has been appointed as the “Designee” of the “Lender” under any related
Lock-Box Agreement.


(c)            Without
limiting the obligations of the Master Servicer hereunder with respect to the enforcement of a Borrower’s obligations under
the related Loan Documents, the Master Servicer agrees that it shall, in accordance with the Servicing Standard, enforce the provisions
of the Loan Documents relating to the Mortgage Loans (other than Non-Serviced Mortgage Loans) that it is servicing with respect
to the collection of Prepayment Premiums and Yield Maintenance Charges.


(d)            If
a Rating Agency shall charge a fee in connection with providing a No Downgrade Confirmation, the Master Servicer shall require
the related Borrower (other than with respect to a Non-Serviced Mortgage Loan) to pay such fee to the extent not inconsistent
with the applicable Loan Documents. If such fee remains unpaid, such fee shall be an expense of the Trust Fund (allocated as an
Additional Trust Fund Expense in the same manner as Realized Losses as set forth in Section 4.01(e) of this Agreement) and,
in the case of a Serviced Loan Combination with a Serviced Pari Passu Companion Loan (but not a Subordinate Companion Loan), allocated
in accordance with the allocation provisions of the related Intercreditor Agreement, the costs of which may be advanced as a Property
Advance.


(e)            The
Master Servicer shall, in accordance with the Servicing Standard, enforce the right of the Trust to recover any amounts owed by
the Serviced Companion Loan Noteholders to the Trust Fund pursuant to the related Intercreditor Agreement (but in the case of
any Serviced Subordinate Companion Loan, subject to Section 1.02). The cost of such enforcement on behalf of the Trust shall
be paid and reimbursable as a Property Advance.


(f)             With
respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination with a Stated Principal Balance
equal to or greater than the lesser of 5% of the Stated Principal Balance of all Mortgage Loans held by the Trust Fund and






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$35,000,000,
or with respect to any Mortgage Loan that is one of the ten largest Mortgage Loans based on Stated Principal Balance, to the
extent not inconsistent with the related Mortgage Loan or Serviced Loan Combination, the Master Servicer shall not consent to
a change of franchise affiliation with respect to a Mortgaged Property (other than a Mortgaged Property securing a
Non-Serviced Mortgage Loan) serviced hereunder or the property manager with respect to a Mortgaged Property (other than a
Mortgaged Property securing a Non-Serviced Mortgage Loan) serviced hereunder unless the Master Servicer obtains a No
Downgrade Confirmation relating to the Certificates and Serviced Companion Loan Securities, if any.


Section 3.25     Certain
Rights and Obligations of the Master Servicer and/or the Special Servicer. (a) In addition to its rights and
obligations with respect to Specially Serviced Loans, the Special Servicer has the right, whether or not the applicable
Mortgage Loan (other than a Non-Serviced Mortgage Loan) is a Specially Serviced Loan, to process or approve
(i) modifications to the extent set forth under Section 3.26 of this Agreement and (ii) waivers of due-on-sale
or due-on-encumbrance clauses set forth under Section 3.09 of this Agreement. With respect to Performing Loans (other
than Non-Serviced Mortgage Loans), the Master Servicer shall notify the Special Servicer of any request for approval (a
“Request for Approval”) received relating to the Special Servicer’s above-referenced processing or
approval rights and, unless the Special Servicer and the Master Servicer mutually agree that the Master Servicer shall
process such request, the Master Servicer shall take no further action, and shall have no obligation to take any further
action other than to cooperate with the Special Servicer to the extent required pursuant to the terms of this Agreement, with
respect to such Borrower request. If the Special Servicer and the Master Servicer mutually agree that the Master Servicer
shall process such Borrower request, the Master Servicer shall prepare and forward to the Special Servicer its written
recommendation and analysis and any other information or documents reasonably requested by the Special Servicer (to the
extent such information or documents are in the Master Servicer’s possession). Subject to Section 3.09(h) of this
Agreement, the Special Servicer shall have 15 Business Days (from the date that the Special Servicer receives the
information it requested from the Master Servicer) to analyze and make a recommendation with respect to a Request for
Approval with respect to a Performing Loan and, prior to the end of such 15 Business Day period, for so long as no Control
Termination Event has occurred and is continuing, is required to notify the Directing Holder and each Serviced Companion Loan
Noteholder of such Request for Approval and its recommendation with respect thereto. Following such notice, the Directing
Holder shall have 10 Business Days from the date it receives the Special Servicer recommendation and any other information it
may reasonably request (or, with respect to any Serviced Loan Combination, such longer time period as may be provided in the
related Intercreditor Agreement) to approve any recommendation of the Special Servicer relating to any Request for Approval.
In any event, if the Directing Holder does not respond to a Request for Approval by 5 p.m. on the 10th Business Day
after such request, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the
Directing Holder and if the Special Servicer does not respond to a Request for Approval within the required 15 Business Days
(or such longer time period pursuant to the terms of the related Intercreditor Agreement but not less than five (5) Business
Days after the time period set forth therein for Directing Holder approval), the Master Servicer may deem its recommendation
approved by the Special Servicer. With respect to a Specially Serviced Loan, the Special Servicer must notify the Directing
Holder of any Request for Approval received relating to the Directing Holder’s above-referenced approval rights and its
recommendation with respect






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thereto.
The Directing Holder shall have 10 Business Days (after receipt of all information reasonably requested) to approve any
recommendation of the Special Servicer relating to any such Request for Approval. In any event, if the Directing Holder does
not respond to any such Request for Approval by 5 p.m. on the 10th Business Day after such request, the Special Servicer
may deem its recommendation approved by the Directing Holder. Notwithstanding the foregoing, (i) with respect to any
Loan Combination, the procedure and timing for approval by the Directing Holder (to the extent it is the related Companion
Loan Noteholder) of the related Request for Approval shall be governed by the terms of the related Intercreditor Agreement
and (ii) if the Special Servicer determines that immediate action is necessary to protect the interests of the
Certificateholders and, with respect to any Serviced Loan Combination, the Certificateholders and the related Serviced
Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan
Noteholders constituted a single lender (and with respect to any Serviced Loan Combination with a related Subordinate
Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)) and the Special Servicer has
made a reasonable effort to contact the Directing Holder, it need not wait for a response from the
Directing Holder.


(b)           Notwithstanding
any other provision of this Agreement, neither the Master Servicer nor the Special Servicer shall be required to take or refrain
from taking any action pursuant to instructions from the Directing Holder or any holder of a Companion Loan, or due to any failure
to approve an action by the Directing Holder, or due to any objection by the Directing Holder or any holder of a Companion Loan
that would (i) cause any one of them to violate applicable law, the terms of any Loan Documents, any Intercreditor Agreement,
this Agreement, including the Servicing Standard, or the REMIC Provisions, (ii) expose the Master Servicer, the Special Servicer,
the Depositor, the Paying Agent, a Mortgage Loan Seller, the Trust Fund, the Operating Advisor, the Trustee, the Certificate Administrator
(in any of its capacities), or the Custodian or their respective Affiliates, officers, directors, employees or agents to any claim,
suit or liability, (iii) materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities,
or (iv) cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner that is not in the best interests
of the Certificateholders.


(c)            The
Master Servicer and the Special Servicer, as applicable, shall discuss with the Directing Holder, on a monthly basis, the performance
of any Mortgage Loan or Serviced Loan Combination that is a Specially Serviced Loan, which is delinquent, has been placed on a
“Watch List” or has been identified by the Master Servicer or the Special Servicer as exhibiting deteriorating performance.


Section 3.26     Modification,
Waiver, Amendment and Consents. (a) Subject to Sections 3.25, 3.26(f) and 3.27, and, if applicable, each
Intercreditor Agreement, (i) the Master Servicer (subject to the Special Servicer’s processing and/or consent as
set forth in Section 3.26 (m)) or (ii) with respect to any Specially Serviced Loan, the Special Servicer, in each case
subject to the rights of the Directing Holder and consultation with the Operating Advisor (if no Control Termination Event
has occurred and is continuing and to the extent the Operating Advisor has consultation rights pursuant to
Section 3.23(d), Section 3.31 and Section 6.07 of this Agreement), may modify, waive or amend any term of any
Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Loan Combination if such modification, waiver or
amendment (A) is consistent with the Servicing Standard and (B) would not constitute a






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“significant
modification” of such Mortgage Loan or Serviced Loan Combination pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or
(2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on
“prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure
property” under Section 860G(c) of the Code). Each of the Master Servicer and the Special Servicer may
conclusively rely on an Opinion of Counsel in meeting this requirement. In order to meet the foregoing requirements, in the
case of a release of real property collateral securing a Mortgage Loan, the Master Servicer or Special Servicer, as
applicable, shall observe the REMIC requirements of the Code with respect to a required payment of principal if the
loan-to-value ratio immediately after the release exceeds 125% with respect to the related real property collateral. In
connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the
related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the
power of eminent domain or condemnation, if the Loan Documents require the lender (or the Master Servicer or the Special
Servicer, as applicable) to calculate (or to approve the calculation of the related Borrower of) the loan-to-value ratio of
the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the
remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan or
Serviced Loan Combination, then such calculation shall exclude the value of any personal property and going concern value, if
any. If, following any such release or taking, the loan-to-value ratio as so calculated is greater than 125%, the Master
Servicer or Special Servicer, as applicable, shall require payment of principal by a “qualified amount” as
determined under Revenue Procedure 2010-30 or successor provisions, unless the related Borrower provides an Opinion of
Counsel that if such amount is not paid the related Mortgage Loan will not fail to be a Qualified Mortgage.


(b)           Neither
the Master Servicer nor the Special Servicer may extend the Maturity Date of any Mortgage Loan, Serviced Loan Combination or Specially
Serviced Loan beyond the date that is the date occurring later than the earlier of (1) five years prior to the Rated Final Distribution
Date and (2) in the case of a Mortgage Loan, Serviced Loan Combination or Specially Serviced Loan secured solely or primarily
by the related Borrower’s interest in a ground lease (or, with respect to a leasehold interest where the Borrower is the
lessee and that is a space lease or an air rights lease, such space lease or air rights lease), the date that is 20 years prior
to the expiration date of such ground lease (or, with respect to a leasehold interest where the Borrower is the lessee and that
is a space lease or an air rights lease, such space lease or air rights lease) (or 10 years prior to the expiration date of such
lease if the Master Servicer or the Special Servicer, as applicable gives due consideration to the remaining term of such ground
lease (or, with respect to a leasehold interest where the Borrower is the lessee and that is a space lease or an air rights lease,
such space lease or air rights lease) and such extension is in the best interest of the Certificateholders and, with respect to
a Serviced Loan Combination, the related Serviced Companion Loan Noteholder (as a collective whole as if such Certificateholders
and (with respect to a Serviced Loan Combination) Serviced Companion Loan Noteholder constituted a single lender (and with respect
to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate nature of such
Subordinate Companion Loan)) and, if no Control Termination Event has occurred and is continuing, with the
 



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consent
of the Directing Holder (or, if a Control Termination Event has occurred and is continuing but a Consultation Termination
Event has not occurred, after consultation with the Directing Holder).


(c)            Neither
the Master Servicer nor the Special Servicer shall permit any Borrower to add or substitute any collateral for an outstanding
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, which collateral constitutes real property,
unless the Master Servicer or the Special Servicer, as applicable, shall have obtained a No Downgrade Confirmation relating to
the Certificates and Serviced Companion Loan Securities, if any.


(d)           Any
payment of interest, which is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to Certificateholders or, if applicable, Serviced Companion
Loan Noteholders, be added to the unpaid principal balance of the related Mortgage Loan or Serviced Loan Combination, notwithstanding
that the terms of such Mortgage Loan or Serviced Loan Combination or such modification, waiver or amendment so permit.


(e)            Except
for waivers of Penalty Charges and waivers of notice periods, all material modifications, waivers and amendments of the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combinations in accordance with this Section 3.26 or in
Section 3.27 of this Agreement (with respect to Serviced Loan Combinations) shall be in writing.


(f)             The
Master Servicer or the Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Directing
Holder (other than if a Consultation Termination Event has occurred and is continuing), the Operating Advisor (only if a Control
Termination Event has occurred and is continuing), the Depositor, the related Serviced Companion Loan Noteholder (if any) and
the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant
to Section 3.14(d) of this Agreement), in writing, of any modification, waiver, material consent or amendment of any term
of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination and the date thereof, and shall deliver
to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification,
waiver, material consent or amendment, promptly (and in any event within 10 Business Days) following the execution thereof.


(g)            The
Master Servicer or the Special Servicer may (subject to the Servicing Standard), as a condition to granting any request by a Borrower
for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan or Serviced Loan Combination and is permitted
by the terms of this Agreement and applicable law, require that such Borrower pay to it (i) as additional servicing compensation,
a reasonable and customary fee for the additional services performed in connection with such request (provided that the
charging of such fee would not constitute a “significant modification” of the related Mortgage Loan or Serviced Loan
Combination within the meaning of Treasury Regulations Section 1.860G-2(b)), and (ii) any related costs and expenses
incurred by it. In no event shall the






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Master Servicer or the Special Servicer be entitled to payment for such fees or expenses
unless such payment is collected from the related Borrower.


(h)            Notwithstanding
the foregoing, the Master Servicer shall not permit the substitution of any Mortgaged Property pursuant to the defeasance provisions
of any Mortgage Loan or Serviced Loan Combination (or any portion thereof), if any, unless such defeasance complies with Treasury
Regulations Section 1.860G-2(a)(8) and satisfies the conditions set forth in Section 3.09(g) of this Agreement.


(i)             Notwithstanding
anything herein or in the related Loan Documents to the contrary (but subject to Special Servicer’s right to process any
request with respect to a Special Servicer Decision or to consent to the Master Servicer processing such request pursuant to Section
3.26(m)), the Master Servicer may permit the substitution of direct, non-callable “government securities” within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations
Section 1.860G-2(a)(8)(ii) (including U.S. government agency securities if such securities are eligible defeasance collateral
under then current guidelines of the Rating Agencies) for any Mortgaged Property pursuant to the defeasance provisions of any
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination (or any portion thereof) in lieu of the defeasance
collateral specified in the related Loan Documents; provided that, the Master Servicer reasonably determines that allowing
their use would not cause a default or event of default under the related Loan Documents to become reasonably foreseeable and
the Master Servicer receives an Opinion of Counsel (at the expense of the Borrower to the extent permitted under the Loan Documents)
to the effect that such use would not be and would not constitute a “significant modification” of such Mortgage Loan
or Serviced Loan Combination pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise endanger the status
of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or result in the imposition of a tax upon the Lower-Tier REMIC, the
Upper-Tier REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code,
but not including the tax on “net income from foreclosure property”) and provided, that the requirements set
forth in Section 3.09(g) of this Agreement are satisfied.


(j)             If
required under the related Loan Documents or if otherwise consistent with the Servicing Standard, the Master Servicer shall establish
and maintain one or more accounts, which may be sub-accounts of the Collection Account (the “Defeasance Accounts”),
into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property
shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Loan Documents. Each Defeasance
Account shall at all times be an Eligible Account. Notwithstanding the foregoing, in no event shall the Master Servicer permit
such amounts to be maintained in the Defeasance Account for a period in excess of 12 months, unless such amounts are reinvested
by the Master Servicer in “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not
required or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance
collateral substituted for any Mortgaged Property into the Collection Account or, if a Serviced Loan Combination is involved,
the






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Serviced
Loan Combination Collection Account and treat any such payments as payments made on the Mortgage Loan or Serviced Loan
Combination, as applicable, in advance of its Due Date in accordance with clause (a) of the definition of Principal
Distribution Amount, and not as a prepayment of the related Mortgage Loan or Serviced Loan Combination. Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer permit such amounts to be maintained in the Collection
Account or, if a Serviced Loan Combination is involved, the Serviced Loan Combination Collection Account for a period in
excess of 365 days.


(k)            Any
right to take any action, grant or withhold any consent or otherwise exercise any right, election or remedy afforded the Directing
Holder under this Agreement may, unless otherwise expressly provided herein to the contrary, be affirmatively waived by the Directing
Holder by written notice given to the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as
applicable. Upon delivery of any such notice of waiver given by the Directing Holder, any time period (exclusive or otherwise)
afforded the Directing Holder to exercise any such right, make any such election or grant or withhold any such consent shall thereupon
be deemed to have expired with the same force and effect as if the specific time period set forth in this Agreement applicable
thereto had itself expired. If the Master Servicer or Special Servicer determines that a refusal to consent by the Directing Holder
or any advice from the Directing Holder would cause the Master Servicer or Special Servicer, as applicable, to violate applicable
law, the terms of the applicable Loan Documents, any related Intercreditor Agreements, the REMIC Provisions or the terms of this
Agreement, including without limitation, the Servicing Standard, the Master Servicer or Special Servicer shall disregard such
refusal to consent or advice and notify the Directing Holder, the Trustee, the Certificate Administrator, the related Serviced
Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement) of its determination, including a reasonably detailed
explanation of the basis therefor.


(l)             Any
modification, waiver or amendment of or consents or approvals relating to a Mortgage Loan or Serviced Loan Combination that is
a Specially Serviced Loan or Serviced REO Loan (i) shall be performed by the Special Servicer and not the Master Servicer,
(ii) to the extent provided in this Agreement and/or the applicable Intercreditor Agreement, shall be subject to the consent
(or consultation, as applicable) of the related Directing Holder, and (iii) shall be structured so as to be consistent with the
allocation and payment priorities in the related Loan Documents and Intercreditor Agreement, if any, such that neither the Trust
as holder of the Mortgage Loan nor a holder of any related Serviced Companion Loan gains a priority over the other such holder
that is not reflected in the related Loan Documents and Intercreditor Agreement.


(m)           In
addition, with respect to a Performing Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer, prior to taking action
with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) or any Special
Servicer Decision, shall refer the request to the Special Servicer, which shall process the request directly or, if mutually agreed
to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer)
process such request. If the Master Servicer processes such request, the Master Servicer shall prepare and submit its written
recommendation and analysis to the Special Servicer with all information reasonably available to






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the
Master Servicer that the Special Servicer may reasonably request in order to withhold or grant its consent, and in all cases
the Special Servicer shall be entitled (subject to the consultation rights of the Operating Advisor or the consent or
consultation rights of the Directing Holder) to approve or disapprove any modification, waiver or amendment that constitutes
a Major Decision or Special Servicer Decision. When the Special Servicer’s consent is required hereunder and the Master
Servicer is processing the related request, such consent shall be deemed given 15 Business Days, or such longer time period
pursuant to the terms of the related Intercreditor Agreement but not less than five (5) Business Days after the time period
set forth therein for Directing Holder approval, (or in connection with an Acceptable Insurance Default, 90 days) after
receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written
analysis and recommendation with respect to such proposed action together with such other information reasonably required by
the Special Servicer. With respect to all Specially Serviced Loans and Performing Loans (other than Non-Serviced Mortgage
Loans), the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer relating to a Major
Decision, and prior to itself taking such an action, obtain the written consent of the related Directing Holder, which
consent shall be deemed given 10 Business Days after receipt (or in connection with an Acceptable Insurance Default,
30 days) (unless earlier objected to) by such Directing Holder of the Master Servicer’s and/or Special
Servicer’s, as applicable, written analysis and recommendation with respect to such action together with such other
information reasonably required by such Directing Holder.


Section 3.27     Certain
Intercreditor Matters Relating to the Serviced Loan Combinations. (a) With respect to Serviced Loan Combinations,
except for those duties to be performed by, and notices to be furnished by, the Trustee under this Agreement, the Master
Servicer or the Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information
on behalf of the Trust Fund as may be the obligation of the Trust, or the obligation of the master servicer or the special
servicer, as applicable, following securitization, under the related Intercreditor Agreement.


(b)            The
Master Servicer shall maintain a register (the “Serviced Companion Loan Noteholder Register”) on which the
Master Servicer shall record the names and addresses of the Serviced Companion Loan Noteholders and wire transfer instructions
for such Serviced Companion Loan Noteholders from time to time, to the extent such information is provided in writing to the Master
Servicer by a Serviced Companion Loan Noteholder. Each Serviced Companion Loan Noteholder has agreed to inform the Master Servicer
of its name, address, taxpayer identification number and wiring instructions (to the extent the foregoing information is not already
contained in the related Intercreditor Agreement) and of any transfer thereof (together with any instruments of transfer). The
name and address of each initial Serviced Companion Loan Noteholder as of the Closing Date is set forth on Schedule VII
hereto. The Master Servicer shall be entitled to conclusively rely upon the information delivered by any Serviced Companion Loan
Noteholder including the identity of the controlling class representative in any related Other Securitization until it receives
notice of transfer or of any change in information.


In
no event shall the Master Servicer be obligated to pay any party the amounts payable to a Serviced Companion Loan Noteholder hereunder
other than the Person listed as the applicable Serviced Companion Loan Noteholder on the Serviced Companion Loan Noteholder






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Register.
In the event that a Serviced Companion Loan Noteholder transfers the related Serviced Companion Loan without notice to the
Master Servicer, the Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced
Companion Loan and shall have no obligation to recover and redirect such payment.


The
Master Servicer shall promptly provide the names and addresses of any Serviced Companion Loan Noteholder, including the identity
of the controlling class representative in any related Other Securitization, to any party hereto, any related Companion Loan Noteholder
or any successor thereto upon written request, and any such party or successor may, without further investigation, conclusively
rely upon such information. The Master Servicer shall have no liability to any Person for the provision of any such names and
addresses.


(c)            The
Directing Holder shall not owe any fiduciary duty to the Trustee, any Master Servicer, any Special Servicer, any Certificateholder
(including the Controlling Class Representative, if applicable) or any noteholder of a Serviced Loan Combination, as applicable.
The Directing Holder will not have any liability to the Certificateholders (including the Controlling Class Representative, if
applicable) or any other noteholder of a Serviced Loan Combination, as applicable, for any action taken, or for refraining from
the taking of any action or the giving of any consent, pursuant to this Agreement, or for errors in judgment.


(d)           With
respect to any Serviced Loan Combination, the Directing Holder shall be entitled to exercise the consent rights, cure rights and
purchase rights, as applicable, to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms
of the related Intercreditor Agreement and this Agreement.


(e)            The
Special Servicer (if any Serviced Companion Loan is a Specially Serviced Loan or has become a Serviced REO Loan) or the Master
Servicer (otherwise), as applicable, shall take all actions relating to the servicing and/or administration of, and (subject to
Section 3.13 and Section 3.17 of this Agreement and the following paragraph) the preparation and delivery
of reports and other information with respect to, the Serviced Loan Combination related to any Serviced Companion Loan or any
related Serviced REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed
by a servicer, in any case pursuant to and as required by each related Intercreditor Agreement and/or any related mezzanine intercreditor
agreement existing on the Closing Date and any related Intercreditor Agreement or mezzanine intercreditor agreement not existing
on the Closing Date that is provided to the Master Servicer or Special Servicer, as applicable. In addition notwithstanding anything
herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Companion Loan:


(i)             none
of the Master Servicer, the Special Servicer or the Trustee shall make any P&I Advance with respect to the Serviced Companion
Loan; and


(ii)            the
Master Servicer and the Special Servicer shall each consult with and obtain the consent of the related Serviced Companion Loan
Noteholder(s) to the extent required by the related Intercreditor Agreement.


The
Master Servicer or Special Servicer, as applicable, shall timely provide to each related Serviced Companion Loan Noteholder any
reports or notices required to be






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delivered
to such Serviced Companion Loan Noteholder pursuant to the related Intercreditor Agreement (provided, that to the extent
that any Serviced Companion Loan has been included in an Other Securitization, such reports or notices required to be
delivered by the Special Servicer to any Serviced Companion Loan Noteholder shall be delivered to the controlling class
representative for such Other Securitization to the extent that the Special Servicer receives written notice of the identity
of the controlling class representative for such Other Securitization), and the Special Servicer shall reasonably cooperate
with the Master Servicer and the Master Servicer shall reasonably cooperate with the Special Servicer in preparing/delivering
any such report or notice with respect to special servicing matters.


If
any Serviced Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor
trust” (within the meaning of the Grantor Trust Provisions), then neither the Master Servicer nor the Special Servicer shall
knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely
affect the tax status of such grantor trust as a grantor trust.


The
parties hereto acknowledge that a Serviced Companion Loan Noteholder shall not (1) owe any fiduciary duty to the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer or any Certificateholder or (2) have any liability
to the Trustee or the Certificateholders for any action taken, or for refraining from the taking of any action pursuant to the
related Intercreditor Agreement or the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance
of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Companion Loan Noteholder (i) may take
or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may
have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have
agreed to take no action against a Serviced Companion Loan Noteholder or any of its officers, directors, employees, principals
or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted
or refrained from acting solely in its interest or in the interest of its affiliates.


The
parties hereto recognize and acknowledge the respective rights of each Serviced Companion Loan Noteholder under the related Intercreditor
Agreement. Each of the rights of a Serviced Companion Loan Noteholder under or contemplated by this Section 3.27(e) may be
exercisable by a designee thereof on its behalf; provided that the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee are provided with written notice by the related Serviced Companion Loan Noteholder of such designation
(upon which such party may conclusively rely) and the contact details of the designee.


Notwithstanding
anything herein or in the Intercreditor Agreement to the contrary, no direction or objection by the Serviced Companion Loan Noteholder
may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision of any Mortgage Loan,
applicable law, this Agreement, any Intercreditor Agreement or the REMIC Provisions, including without limitation the Master Servicer’s
or Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special
Servicer, the Depositor, a Mortgage Loan Seller, the Operating Advisor, the Paying Agent, the Trust Fund, the Certificate Administrator
(in any of its capacities) or the Trustee to liability, or materially expand the scope of the Master Servicer’s or Special
Servicer’s responsibilities hereunder.






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Any
reference to servicing any of the Mortgage Loans in accordance with any of the related Loan Documents (including the related Note
and Mortgage) shall also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement.


To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Serviced Loan Combination 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.


For
purposes of exercising any rights that the directing holder of the Note for any Mortgage Loan in a Serviced Loan Combination may
have under the related Intercreditor Agreement, the Directing Holder shall be the designee of the Trust, as such noteholder, and
the Trustee shall, upon request, take such actions as may be necessary under the related Intercreditor Agreement to effect such
designation. The Certificate Administrator shall provide notice of the identity of the Controlling Class Representative and/or
the Directing Holder (to the extent the Certificate Administrator has received notice of a change in the identity of the Controlling
Class Representative and/or Directing Holder), to the other parties to the related Intercreditor Agreement, to the extent the
identity and contact information of such parties to such Intercreditor Agreement are actually known to the Certificate Administrator.


(f)            With
respect to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above described information
in Section 3.13(c) and Section 3.13(d) hereof to the same Persons as described above in Section 3.13(c) and Section 3.13(d) and
according to the same time frames as described above in Section 3.13(c) and Section 3.13(d), with reasonable promptness following
such Master Servicer’s receipt of such information from the Other Servicer under the Other Pooling and Servicing Agreement.


Promptly
following the Closing Date or, as applicable, upon the receipt of notice by the Certificate Administrator of the Heartland Industrial
Portfolio Pari Passu Note A-1 Securitization Date or the 40 Wall Street Pari Passu Note A-1 Securitization Date, the Certificate
Administrator shall send written notice substantially in the form of Exhibit DD hereto, accompanied by a copy of an
executed version of this Agreement, with respect to each Non-Serviced Mortgage Loan to each applicable Other Servicer, Other Special
Servicer and Other Trustee stating that, as of the Closing Date, the Trustee is the holder of the applicable Non-Serviced Mortgage
Loan and directing each such recipient to remit to the Master Servicer no later than one (1) Business Day after each Determination
Date all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer no
later than one (1) Business Day after each Determination Date all reports, statements, documents, communications and other information
that are to be forwarded, delivered or otherwise made available to, the holder of the applicable Non-Serviced Mortgage Loan under
the related Intercreditor Agreement and Other Pooling and Servicing Agreement. Such notice shall also provide contact information
for the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Directing Holder, the 17g-5 Information
Provider and the Rating Agencies.


With
respect to a Non-Serviced Mortgage Loan, if the applicable Other Servicer, Other Special Servicer or Other Trustee shall be replaced
in accordance with the terms of the related Other Pooling and Servicing Agreement, promptly upon notice thereof, the applicable






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party to this Agreement that receives such notice shall, upon request, acknowledge such successor as the successor to the Other
Servicer, Other Special Servicer or Other Trustee, as the case may be.


With
respect to each Serviced Loan Combination, the Master Servicer or the Special Servicer, as applicable, shall provide each Companion
Loan Noteholder and, if applicable, related Non-Directing Holder (or its designee or representative), within the same time frame
and to the same extent it is required to provide such information and materials to the Certificateholders or the Directing Holder,
as applicable, hereunder with (1) copies of each financial statement received by the Master Servicer pursuant to the terms of
the related Loan Documents, (2) copies of any notice of default sent to the Borrower and (3) subject to the terms of the Loan
Documents, copies of any other documents or information relating to the Serviced Loan Combination (including, without limitation,
property inspection reports, loan servicing statements, Borrower requests and asset status reports) that the Master Servicer delivers
to the related Directing Holder and copies of any other notice, information or report that it is required to provide to the Directing
Holder pursuant to this Agreement with respect to any Major Decision or with respect to any “major decisions” or “major
actions” as set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in
an Asset Status Report relating to such Serviced Loan Combination. Any copies to be furnished by the Master Servicer or the Special
Servicer may be furnished by hard copy or electronic means.


Section 3.28     Directing
Holder Contact with the Master Servicer and the Special Servicer. Each of the Master Servicer and the Special Servicer
shall, not more frequently than once per month, without charge, make a knowledgeable Servicing Officer via telephone
available during normal business hours to verbally answer questions from the Directing Holder (for so long as no Consultation
Termination Event has occurred and is continuing) and the Operating Advisor (for so long as a Control Termination Event has
occurred and is continuing) regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the
Master Servicer or the Special Servicer, as the case may be, is responsible.


Section 3.29     Controlling
Class Certificateholders and the Controlling Class Representative; Certain Rights and Powers of the Directing
Holder. (a) Each Certificateholder and Beneficial Owner of a Control Eligible Certificate is hereby deemed to have
agreed by virtue of its purchase of such Certificate (or beneficial ownership interest in such Certificate) to provide its
name and address to the Certificate Registrar and to notify the Certificate Registrar of the transfer of any Control Eligible
Certificate (or the beneficial ownership of any Control Eligible Certificate), the selection of a Controlling
Class Representative or the resignation or removal thereof. Any such Certificateholder (or Beneficial Owner) or its
designee at any time appointed Controlling Class Representative is hereby deemed to have agreed by virtue of its
purchase of a Control Eligible Certificate (or the beneficial ownership interest in a Control Eligible Certificate) to notify
the Certificate Registrar and the other parties to this Agreement when such Certificateholder (or Beneficial Owner) or
designee is appointed Controlling Class Representative and when it is removed or resigns. Upon receipt of such notice,
the Certificate Registrar shall notify the Special Servicer, the Master Servicer, the Certificate Administrator, the
Depositor, the Operating Advisor, the Trustee and each Serviced Companion Loan Noteholder of the identity of the
Controlling Class Representative, any resignation or removal thereof and/or any new Holder or Beneficial Owner of a
Control Eligible Certificate.






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On
the Closing Date, the initial Controlling Class Representative shall deliver a certification substantially in the form of Exhibit
L-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 L-1G to this Agreement prior
to being recognized as the new Controlling Class Representative.


In
addition, upon the request of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating
Advisor, as applicable, the Certificate Registrar shall promptly (but no later than five (5) Business Days after such request)
provide to the requesting party the identity of the then-current Controlling Class and a list of the Holders of Certificates of
the Controlling Class. However, if any Controlling Class Certificateholder is listed as being the Depository, then the Certificate
Administrator shall promptly (but in no event more than five (5) Business Days following such request) request from the Depository,
the list of Beneficial Owners of the Controlling Class, and the Certificate Administrator shall provide such list to the requesting
party promptly upon receipt; provided, that, if any Controlling Class Certificateholder is listed as the Depository
and the Certificate Administrator has actual knowledge of the identity of the related Beneficial Owner, then the Certificate Administrator
shall include such Beneficial Owner in the list provided to any requesting party pursuant to first sentence of this paragraph.
The Master Servicer, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to conclusively rely on any
such information so provided. Any expenses incurred in connection with obtaining such information shall be at the expense of the
requesting party, except that if (i) such expenses arise in connection with an event as to which the Directing Holder (or
Controlling Class Representative) has review, consent or consultation rights with respect to an action taken by, or report prepared
by, the requesting party pursuant to this Agreement or in connection with a request made by the Operating Advisor in connection
with its obligation under this Agreement to deliver a copy of its annual report to the Controlling Class Representative and (ii) the
requesting party has not been notified of the identity of the Directing Holder (or Controlling Class Representative) or reasonably
believes that the identity of the Directing Holder (or Controlling Class Representative) has changed, then such expenses shall
be at the expense of the Trust.


To
the extent the Master Servicer has actual knowledge of any change in the identity of a Holder (or Beneficial Owners) of the Controlling
Class, then the Master Servicer shall promptly notify the Trustee, the Certificate Administrator, the Operating Advisor and the
Special Servicer thereof, who may rely conclusively on such notice from the Master Servicer.


(b)           Once
a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Paying Agent and each other Certificateholder
(or Beneficial Owner, if applicable) shall be entitled to rely on such selection unless the Majority Controlling Class Certificateholders
or such Controlling Class Representative shall have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Paying Agent and each other Controlling Class Certificateholder, in writing, of
the resignation of such Controlling Class Representative or the selection of a new Controlling Class Representative. Upon the
resignation of a Controlling Class Representative, the Certificate Administrator shall request the Controlling Class Certificateholders
to select a new Controlling Class Representative.






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(c)            Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Paying Agent, the Certificate Administrator,
the Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder and the Controlling Class Representative.


(d)           The
Master Servicer, Special Servicer, Trustee or Operating Advisor shall be entitled to request that the Certificate Administrator
provide, and the Certificate Administrator shall promptly (but no later than five (5) Business Days after such request) provide
(i) for so long as no Consultation Termination Event has occurred and is continuing, the identity of the Controlling Class
Representative and, to the extent reasonably available, a list of Controlling Class Certificateholders, including names and addresses
and (ii) confirmation as to whether a Control Termination Event or Consultation Termination Event has occurred in the 12
months preceding any such request or any other period specified in such request. In addition to the foregoing, within five (5)
Business Days of receiving notice of the selection of a new Controlling Class Representative or the existence of a new Controlling
Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Master Servicer
and the Special Servicer. Further, the Certificate Administrator shall post a “special notice” on the Certificate
Administrator’s Website within 10 days of its determination of the commencement or cessation of any Consultation Termination
Event or Control Termination Event.


At
any time the Majority Controlling Class Certificateholders direct the Certificate Administrator in writing to hold an election
for a Controlling Class Representative, the Certificate Administrator shall hold such election as soon as practicable at the expense
of such requesting Certificateholders.


(e)           If
to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of such event.


(f)            Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Holder may have
special relationships and interests that conflict with those of Holders of one or more Classes of Certificates or Companion Loan
Noteholders; (ii) the Directing Holder may act solely in the interests of the Holders of the Controlling Class (or, in the
case of a Loan Combination, in the interests of one or more Companion Loan Noteholders); (iii) the Directing Holder does not
have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing
Holder may take actions that favor the interests of the Directing Holder or one or more Classes of the Certificates including
the Holders of the Controlling Class (or, in the case of a Loan Combination, one or more Companion Loan Noteholders) over the
interests of the Holders of one or more Classes of Certificates and other Companion Loan Noteholders; and (v) the Directing
Holder shall have no liability whatsoever to any Certificateholder, the Trust, any Companion Loan Noteholder any party hereto
or any other Person (including any Borrower under a Mortgage Loan) for having so acted as set forth in clauses (i) through
(iv) of this paragraph, and no Certificateholder or Companion Loan Noteholder may take any action whatsoever against the Directing
Holder or any director, officer, employee, agent or principal thereof for having so acted.






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(g)            The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, Special Servicer, Trustee, the Operating Advisor, the Certificate Administrator or
any Certificateholder and provide such information to the requesting party.


Section 3.30     No
Downgrade Confirmation. (a) Notwithstanding the terms of any related Loan Documents or other provisions of this
Agreement, if any action under any Loan Documents or this Agreement requires a No Downgrade Confirmation as a condition
precedent to such action, if the party (the “Requesting Party”) attempting to obtain such No Downgrade
Confirmation from each Rating Agency has made a request to any Rating Agency for such No Downgrade Confirmation and, within
10 Business Days of the No Downgrade Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is
neither reviewing such request nor waiving the requirement for No Downgrade 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
No Downgrade Confirmation request, and, if it has not, promptly request the related No Downgrade Confirmation again and
(ii) if there is no response to either such No Downgrade Confirmation request within 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 No Downgrade Confirmation, (x) with respect to any such condition in any Loan Document requiring such No
Downgrade 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 Borrower, then the
Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans and Serviced REO Loans), as applicable) shall determine, in accordance with its duties under this Agreement and 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 a Serviced Loan Combination, Certificateholders and any holder of the related Serviced Companion Loan (as
a collective whole as if such Certificateholders and Serviced Companion Loan holders constituted a single lender (and with
respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the
subordinate nature of such Subordinate Companion Loan)), and if the Requesting Party (or, if the Requesting Party is the
related Borrower, 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 No Downgrade Confirmation shall be deemed not to apply,
(y) with respect to a replacement of the Master Servicer or Special Servicer, such condition shall be deemed to be
satisfied if (i) the applicable replacement master servicer or special servicer, as applicable, certifies in writing that
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 CMBS transaction serviced by the applicable servicer prior to the
time of determination, if Moody’s is the non-responding Rating Agency; (ii) the applicable replacement is rated at
least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special servicer), if
Fitch is the non-responding Rating Agency; or (iii) the applicable replacement master servicer or special servicer, as
applicable, confirms in writing that (a) it is acting as master servicer or special servicer, as applicable, in a commercial
mortgage loan securitization that was rated by an NRSRO within the 12 month






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period prior to the date of determination, and
(b) Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings of one or more classes of
commercial mortgage securities, citing servicing concerns with the incoming master servicer or special servicer, as
applicable, as the sole or material factor in such rating action, if Morningstar is the non-responding Rating Agency, and (z)
with respect to a replacement or successor of the Operating Advisor, such condition will be deemed to be waived with respect
to any non-responding Rating Agency so long as such Rating Agency has not cited concerns regarding the replacement operating
advisor 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 with respect to which the replacement operating advisor acts as trust advisor or
operating advisor prior to the time of determination.


Any
No Downgrade Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the No
Downgrade Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request.
Such written No Downgrade Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the
17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.14(d)
of this Agreement.


Promptly
following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.30(a)
following any requirement to obtain a No Downgrade 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 3.14(d) of this Agreement.


(b)           Notwithstanding
anything to the contrary in this Section 3.30, for purposes of the provisions of any 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 No Downgrade Confirmation requirement in the Loan Documents with respect to which the Master Servicer or Special
Servicer would have been required to make the determination described in Section 3.30(a) shall be deemed not to apply regardless
of any such determination by the Requesting Party (or, if the Requesting Party is the related Borrower, the Master Servicer (with
respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and Serviced 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 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 No Downgrade Confirmation) have been satisfied.


(c)            For
all other matters or actions not specifically discussed in Section 3.30(a) above, the applicable Requesting Party shall deliver
a No Downgrade Confirmation from each Rating Agency.






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(d)            Notwithstanding
the terms of the related Loan Documents, the other provisions of this Agreement or the applicable Intercreditor Agreement, with
respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to
the servicing and administration of the related Loan Combination or any related REO Property (including, but not limited to, any
action related to the replacement of the Master Servicer or Special Servicer) (the “Relevant Action”) requires
delivery of a No Downgrade Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set
forth below in this paragraph, such action shall also require delivery of a Serviced Companion Loan No Downgrade Confirmation
as a condition precedent to such action from each related Serviced Companion Loan Rating Agency. Each Serviced Companion Loan
No Downgrade Confirmation shall be sought by the Master Servicer or Special Servicer, as applicable, depending on whichever such
party is seeking the corresponding No Downgrade Confirmation(s) in connection with the Relevant Action. The requirement to obtain
a Serviced Companion Loan No Downgrade Confirmation with respect to any Serviced Companion Loan Securities will be subject to,
will be permitted to be waived by the Master Servicer and the Special Servicer on, and will be deemed not to apply on, the same
terms and conditions applicable to obtaining No Downgrade Confirmations, as set forth in this Agreement; provided that
the Master Servicer or Special Servicer, as applicable, depending on which is seeking the subject Serviced Companion Loan No Downgrade
Confirmation, shall forward to one or more of its counterparts (i.e., the Other Servicer or Other Special Servicer, as applicable),
the Other 17g-5 Information Provider, or such other party or parties as are agreed to by the Master Servicer or the Special Servicer,
as applicable, and the applicable parties for the related Other Securitization, at the expense of the Other Securitization to
the extent not borne by the related Borrower, and in such format as the sender and recipient may reasonably agree, (i) the request
for such Serviced Companion Loan No Downgrade Confirmation, (ii) all materials forwarded to the 17g-5 Information Provider under
this Agreement in connection with seeking the No Downgrade Confirmation(s) for the applicable Relevant Action at approximately
the same time that such materials are forwarded to the 17g-5 Information Provider, and (iii) any other materials that the applicable
Serviced Companion Loan Rating Agency may reasonably request in connection with such Serviced Companion Loan No Downgrade Confirmation
promptly following receipt of such request from the Other Certificate Administrator.


The
Certificate Administrator shall, promptly following receipt of written request from the Master Servicer or the Special Servicer,
as applicable, provide to the Master Servicer or the Special Servicer, as applicable, the contact information for the Other Servicer,
the Other Special Servicer, the Other Certificate Administrator, the Other Trustee and the Other 17g-5 Information Provider for
the Other Securitization, solely to the extent known to it.


Section 3.31     Appointment
and Duties of the Operating Advisor.


(a)            Park
Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor.


(b)            The
Operating Advisor, as an independent contractor, shall review the Special Servicer’s operational practices in respect of
Specially Serviced Loans, consult, in certain circumstances with the Special Servicer and perform each other obligation of the
Operating Advisor as set forth in this Agreement solely on behalf of the Trust Fund and in the best interest of, and for the benefit
of, the Certificateholders and, with respect to any Serviced






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Loan Combination (other than Servicing Shift Loan Combinations) for
the benefit of the related Companion Loan Noteholder (as a collective whole as if such Certificateholders and Companion Loan Noteholders
constituted a single lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking
into account the subordinate nature of such Subordinate Companion Loan)), and not any particular Class of Certificateholders (as
determined by the Operating Advisor in the exercise of its good faith and reasonable judgment) (the “Operating Advisor
Standard”). The Operating Advisor shall not owe any fiduciary duty to the Master Servicer, the Special Servicer or any
other Person in connection with this Agreement. By purchasing a Certificate, Certificateholders are deemed to acknowledge and
agree that there could be multiple strategies to resolve any Specially Serviced Loan and that the goal of the Operating Advisor’s
participation 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.


(c)            With
respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans) and Serviced Loan Combination
(other than Servicing Shift Loan Combinations), if no Control Termination Event has occurred and is continuing, the Operating
Advisor shall:


(i)             promptly
review all information available to Privileged Persons on the Certificate Administrator’s Website relevant to the Operating
Advisor’s obligations under this Agreement;


(ii)            promptly
review each Final Asset Status Report; and


(iii)           review
any Appraisal Reduction Amount and net present value calculations pursuant to Section 3.31(e) of this Agreement.


(d)           With
respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans) and Serviced Loan Combination
(other than Servicing Shift Loan Combinations), while a Control Termination Event has occurred and is continuing, the Operating
Advisor shall:


(i)             consult
(on a non-binding basis) with the Special Servicer in connection with any Major Decision pursuant to Section 6.07 of this
Agreement;


(ii)            review,
recalculate and verify the accuracy of any Appraisal Reduction Amount and net present value calculations pursuant to Section 3.31(f)
of this Agreement;


(iii)           in
connection with the preparation of the Operating Advisor Annual Report (defined below), review, in accordance with the Operating
Advisor Standard, the Special Servicer’s operational practices on a Platform-Level Basis in respect of Specially Serviced
Loans in order to formulate an opinion in accordance with the Operating Advisor Standard as to whether or not those operational
practices generally satisfy the Servicing Standard with respect to the resolution and/or liquidation of the Specially Serviced
Loans;






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(iv)           within
120 days of the end of the prior calendar year (if any such Mortgage Loans (other than Non-Serviced Mortgage Loans and Servicing
Shift Mortgage Loans) were Specially Serviced Loans during the prior calendar year), deliver an annual report setting forth the
Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement on a Platform-Level
Basis with respect to the resolution and liquidation of Specially Serviced Loans during the prior calendar year (the “Operating
Advisor Annual Report”) to the Master Servicer, the Trustee, the Certificate Administrator (which shall promptly post
such Operating Advisor Annual Report on the Certificate Administrator’s Website), the related Serviced Companion Loan Noteholder
(if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website
pursuant to Section 3.14(d) of this Agreement). Each Operating Advisor Annual Report shall be substantially in the form of
Exhibit X of this Agreement (which form may be modified or altered as to either its organization or content by the
Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement) and shall be based on the
Operating Advisor’s review of any annual compliance statement and any assessment of compliance delivered to the Operating
Advisor pursuant to Section 10.11 of this Agreement, as applicable, any attestation report delivered to the Operating Advisor
pursuant to Section 10.13 of this Agreement, any Asset Status Report, other information (other than any communications between
the Directing Holder and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the
Special Servicer and oral communications with the Special Servicer; provided that in no event shall the information or
any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement. Subject to the restrictions
in this Agreement, including, without limitation, Section 3.31(b) of this Agreement, each such Operating 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 Loans and (B) comply
with all of the confidentiality requirements applicable to the Operating Advisor described in this Agreement. Promptly upon receipt
of each Operating Advisor Annual Report, the Certificate Administrator shall post such Operating Advisor Annual Report on the
Certificate Administrator’s Website. Each of the Special Servicer and the Directing Holder (for so long as no Consultation
Termination Event has occurred and is continuing) shall be given an opportunity to review any Operating Advisor Annual Report
at least five Business Days prior to its delivery to the Trustee and the Certificate Administrator; provided, that the
Operating Advisor shall have no obligation to consider any comments to such Operating Advisor Annual Report that are provided
by the Special Servicer or Directing Holder. Notwithstanding anything in this Agreement to the contrary (i) the Operating Advisor’s
assessment of the Special Servicer’s performance shall be based on the provisions of this Agreement, (ii) so long as LNR
Partners, LLC is acting as Special Servicer, it shall not be required to provide its written policies and procedures to the Operating
Advisor, except that, in the event the Operating Advisor’s assessment determines that the Special Servicer has not materially
performed its obligations under this Agreement with respect to a particular Mortgage Loan, and LNR Partners, LLC rebuts or defends
such assessment based upon its compliance with its written policies and procedures, LNR Partners, LLC shall produce to the Operating
Advisor the relevant portions of LNR Partners, LLC’s written policies and procedures, and (iii) the Operating






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Advisor’s
assessment may not take into account the fact that the Operating Advisor did not have access to the LNR Partners, LLC written
policies and procedures. Nothing set forth herein shall limit or affect the scope of the Operating Advisor’s platform level
review in connection with its preparation of the Operating Advisor Annual Report, provided that the Operating Advisor’s
access to or reliance upon LNR Partners LLC’s written policies and procedures shall be subject to terms of the immediately
preceding sentence. Notwithstanding the foregoing, no Operating Advisor Annual Report shall be required with respect to the Special
Servicer if during the prior calendar year no Asset Status Report was prepared by the Special Servicer in connection with a Specially
Serviced Loan or Serviced REO Property.


(e)            With
respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans) and Serviced Loan Combination
(other than Servicing Shift Loan Combinations), if no Control Termination Event has occurred and is continuing, the Special Servicer
will forward any Appraisal Reduction Amount 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 Loan to the Operating Advisor
after such calculations have been finalized. The Operating Advisor shall review such calculations but may not opine on, or otherwise
call into question, such Appraisal Reduction Amount and/or net present value calculations (except that if the Operating Advisor
discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the Special Servicer and
(so long as no Consultation Termination Event has occurred and is continuing) the Controlling Class Representative (other than
with respect to Excluded Mortgage Loans) of such error).


(f)             With
respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans) and Serviced Loan Combination
(other than Servicing Shift Loan Combinations), while a Control Termination Event has occurred and is continuing, after the calculation
but prior to the utilization by the Special Servicer of any of the calculations related to (A) Appraisal Reduction Amounts
or (B) net present value, the Special Servicer shall forward such calculations, together with any supporting material or
additional information necessary in support thereof (including such additional information reasonably requested by the Operating
Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating
Advisor promptly, but in any event no later than 2 Business Days after finalizing the preparation of such calculations, and
the Operating Advisor shall promptly, but no later than 3 Business Days after receipt of such calculations and any supporting
or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application
of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


In
connection with this Section 3.31(f), if the Operating Advisor does not agree with the mathematical calculations or the application
of the applicable non-discretionary portions of the formulas required to be utilized for such calculation, the Operating 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 formulas in arriving at those mathematical calculations or any disagreement
within 5 Business Days of delivery of such calculations to the Operating Advisor. If the Operating Advisor and Special






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Servicer
are not able to resolve such inaccuracies or disagreement prior to the end of such 5 Business Day period, the Operating Advisor
shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall examine the calculations
and supporting materials provided by the Special Servicer and the Operating Advisor and shall determine which calculation is to
apply. In making such determination, the Certificate Administrator may hire an independent third-party to assist with any such
calculation at the expense of the Trust and shall be entitled to conclusively rely on such third party’s determination (provided
such third party has been selected with reasonable care by the Certificate Administrator).


(g)            Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.02(c) of this Agreement.


(h)            The
Operating Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information to any
Person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly
required by this Agreement, to the other parties to this Agreement with a notice indicating that such information is Privileged
Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives Privileged Information
from the Operating Advisor with a notice stating that such information is Privileged Information shall not disclose such Privileged
Information to any Person without the prior written consent of the Special Servicer, the Controlling Class Representative and
the Directing Holder other than pursuant to a Privileged Information Exception.


(i)             On
each Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts on deposit
in the Collection Account pursuant to Section 3.06 of this Agreement, as applicable. In addition, the Operating Advisor Consulting
Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has consultation
rights. Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the
Collection Account as provided in Section 3.06 of this Agreement, but with respect to the Operating Advisor Consulting Fee
only to the extent such Operating Advisor Consulting Fee is actually received from the related Borrower. When the Operating 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 Operating
Advisor Consulting Fee from the related Borrower in connection with such Major Decision, but only to the extent not prohibited
by the related Loan Documents. The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating
Advisor Consulting Fee payable by the related Borrower 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 Operating Advisor Consulting Fee other than requests for collection; provided that the Master
Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor prior to any such waiver or reduction.






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(j)              The
Operating Advisor may resign from its obligations and duties under this Agreement, without payment of any penalty, at any time
when the Certificate Balances of the Classes of Certificates senior to the Class E Certificates have been reduced to zero. No
successor operating advisor will be required to be appointed in connection with, or as a condition to, such resignation.



Section 3.32     Delivery
of Excluded Information to the Certificate Administrator.


(a)            Any
Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate
Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance
of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.32 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 4.02(b). 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 Operating Advisor shall have any obligations to separately label
and deliver any Excluded Information in accordance with this Section 3.32 until such party has received notice with respect to
the related Excluded Controlling Class Mortgage Loan in the form of Exhibit L-1E to this Agreement. Nothing set forth in
this Agreement shall prohibit the Controlling Class Representative or any Controlling Class Certificateholder from receiving,
requesting or reviewing 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 3.14(c).


Section 3.33     Certain
Matters with Respect to Joint Mortgage Loans.


(a)            If
a Mortgage Loan Seller of a Joint Mortgage Loan (a “Repurchasing Seller”) repurchases, or substitutes for,
the Note(s) (as such term is defined in this Section 3.33(a)) (a “Repurchased Note”) related to such Joint
Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller of such Joint Mortgage Loan does not repurchase,
or substitute for, the Note(s) related to such Joint Mortgage Loan that it sold to the Depositor, the provisions of this Section 3.33
shall apply prior to the adoption, pursuant to Section 11.08, of any amendment to this Agreement that provides otherwise.
Each Mortgage Loan 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 3.33 with respect to the servicing and administration of such Joint Mortgage Loan
shall apply if one or more of the Notes related to






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such Joint Mortgage Loan has been repurchased or, by way of substitution, otherwise
removed from the Trust and at least one other Note related to such Joint Mortgage Loan is included in the Trust until such time
as all of the Notes related to such Joint Mortgage Loan are no longer included in the Trust. For purposes of this Section 3.33
and Section 11.08 only, “Note” shall mean with respect to any Joint Mortgage Loan, each original promissory
note that collectively represents the 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 Loan Documents with respect to the applicable Joint Mortgage Loan shall be held exclusively by the
Trustee or the Custodian 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 Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Note shall have priority
or preference over any other portion of the other Notes or security therefor. Payments from the related Borrower (including, without
limitation, any late fees) or any other amounts received with respect to each 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 Note based on
its respective Repurchased Percentage Interest (as defined in Section 3.33(b)(ii)), subject to Section 3.33(b)(ii).
Payments or any other amounts received with respect to the related Repurchased Note shall be held for the benefit of the applicable
Repurchasing Seller and remitted (net of its pro rata share of any Master Servicing Fees, Special Servicing Fees, Operating
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 3.33(b)(ii). If any Joint Mortgage
Loan to which this Section 3.33 applies becomes REO Loans, 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 Note
based on its respective Repurchased Percentage Interest, subject to Section 3.33(b)(ii). Any Appraisal Reduction Amounts
calculated with respect to any Joint Mortgage Loan subject to this Section 3.33 shall be allocated to each related Note pro
rata based upon the respective Stated 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 on Advances, Operating Advisor expenses, Special Servicing Fees, Workout Fees and Liquidation Fees (including
any such fees related to the applicable Notes), shall be allocated between the holders of the related Notes pro rata based
upon the respective Stated Principal Balances thereof. In no event shall any costs, expenses, fees or any other amounts related
to any Mortgage Loan or Joint Mortgage






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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 3.33(b)(i), this Section 3.33(b)(ii)
and Section 3.33(g), “Repurchased Percentage Interest” shall mean the percentage interest of the applicable Mortgage
Loan Seller in the applicable Joint Mortgage Loan.


(iii)          A
Joint Mortgage Loan to which this Section 3.33 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 Serviced Loan Combination, (B) the related
Note(s) not repurchased were (1) a Mortgage Loan serviced pursuant to this Agreement 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 Operating Advisor as servicer, special servicer or
operating 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 Notes shall
be deposited and disbursed in accordance with the provisions hereof relating to Serviced Companion Loan Noteholders. Compensation
shall be paid to the Master Servicer, the Special Servicer and the Operating Advisor with respect to each Repurchased Note as
provided in this Agreement as if each such Note were a Serviced Companion Loan. None of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligation to make P&I Advances with respect
to any Repurchased Note or, if no related Note is part of the Trust, an 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 Serviced
Companion Loan Noteholder hereunder.


(c)            If
any non-repurchased Note relating to a Joint Mortgage Loan to which this Section 3.33 applies is considered a Specially Serviced
Loan, then any related Repurchased Note shall also be a Specially Serviced 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 or Liquidation
Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Companion Loan.


(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 Notes






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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 3.33
applies must be returned to the related Borrower 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
Borrower 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 Operating 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 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 Borrower on or any
guarantor of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 3.33, 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 3.33
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 an 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; provided, if the Repurchasing Seller does not
reimburse the Trustee, the Master Servicer or the Special Servicer, as applicable, the Master Servicer shall reimburse the Trustee,
itself and/or the Special Servicer, as applicable, for such amounts from the Collection Account. 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 Loans or any other Joint Mortgage Loan other than such amounts relating to the applicable Repurchased Note. To
the extent that the applicable






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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, however, 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.


(j)             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 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 Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related Repurchased Note.






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Article IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01     Distributions.
(a) On each Distribution Date, amounts held in the Lower-Tier Distribution Account shall be withdrawn (to the extent of
the Available Funds, including or reduced by, to the extent required by Section 3.05(e) of this Agreement, the Withheld
Amounts, plus any amount withdrawn from the Excess Liquidation Proceeds Account pursuant to Section 3.05(i) of this
Agreement) in the case of all Classes of Lower-Tier Regular Interest (such amount, the “Lower-Tier Distribution
Amount”). On each Distribution Date, distributions in respect of principal shall be deemed to have been made on
each Class of Lower-Tier Regular Interests in an amount equal to the amount of principal actually distributed on its
respective Corresponding Certificates as provided in Section 4.01(b) of this Agreement. As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Lower-Tier Principal Balance thereof. On each Distribution Date,
distributions of interest made in respect of any Class of Regular Certificates on each Distribution Date pursuant to
Section 4.01(b) or Section 9.01 of this Agreement shall be deemed to have first been distributed from the
Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest set forth in the
Preliminary Statement to this Agreement; provided that each Lower-Tier Regular Interest shall be deemed to have
received distributions in respect of interest in an amount equal to the Interest Accrual Amount and
Class Interest Shortfalls in respect of the Class X-A Strip Rate, Class X-B Strip Rate, Class X-C Strip
Rate, Class X-D Strip Rate, Class X-E Strip Rate or Class X-F Strip Rate of its Corresponding Component, in each case to
the extent actually distributed thereon as provided in Section 4.01(b) of this Agreement.


 


All
distributions of reimbursements of Realized Losses and Additional Trust Fund Expenses made in respect of any Class of Sequential
Pay Certificates on each Distribution Date pursuant to Section 4.01(b) of this Agreement shall be deemed to have first been
distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest set
forth in the Preliminary Statement to this Agreement; provided, that distributions of reimbursements of Realized Losses
and Additional Trust Fund Expenses shall be made in sequential order of the priority set forth in this Section 4.01(a) for
principal distributions, up to the amount of Realized Losses and Additional Trust Fund Expenses previously allocated to a particular
Lower-Tier Regular Interest corresponding to such Class of Certificates.


 


On
each Distribution Date, the Certificate Administrator shall apply amounts related to each Prepayment Premium and Yield Maintenance
Charge then on deposit in the Lower-Tier Distribution Account and received during or prior to the related Collection Period to
the Lower-Tier Regular Interests in proportion to the amount of principal deemed distributed to each Class of Lower-Tier Regular
Interests on such Distribution Date pursuant to this Section 4.01(a).


 


The
Certificate Administrator shall be deemed to deposit the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums
and any Yield Maintenance Charges distributed to the Upper-Tier REMIC pursuant to this Section 4.01(a) into the Upper-Tier
Distribution Account. Any amount in respect of the Mortgage Pool that remains in the Lower-Tier Distribution Account on each Distribution
Date after the deemed distribution


 






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described in the preceding sentence shall be distributed to the Holders of the Class LR
Certificates with respect to the Class LTR Interest (but only to the extent of such amount for such Distribution Date remaining
in the Lower-Tier Distribution Account, if any).




 


(b)          On
each Distribution Date occurring prior to the Crossover Date, the Certificate Administrator shall withdraw from the Upper-Tier
Distribution Account the amounts deposited in the Upper-Tier Distribution Account in respect of such Distribution Date pursuant
Section 4.01(a) of this Agreement, and distribute such amount to the Holders of the Regular Certificates in the amounts and
in the order of priority set forth below:


 


(i)          First,
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B,
Class X-C, Class X-D, Class X-E and Class X-F Certificates, in respect of interest, up to an amount equal to, and pro rata
in accordance with, the respective aggregate Interest Accrual Amount for those Classes;


 


(ii)          Second,
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B,
Class X-C, Class X-D, Class X-E and Class X-F Certificates, in respect of interest, up to an amount equal to, and pro rata
in accordance with, the respective aggregate unpaid Class Interest Shortfalls previously allocated to such Classes;


 


(iii)          Third,
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, in reduction of
the Certificate Balances thereof, in the following priority:


 


(A)          first,
to the Class A-SB Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount for such Distribution Date, until the Certificate Balance of such Class is reduced to the Class A-SB Planned Principal
Balance;


 


(B)          second,
to the Class A-1 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-SB Certificates pursuant to (A) above in this clause (b)(iii))
for such Distribution Date, until the Certificate Balance of such Class is reduced to zero;


 


(C)          third,
to the Class A-2 Certificates, in reduction of Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1 and Class A-SB Certificates pursuant to
(A) and (B) above in this clause (b)(iii)) for such Distribution Date, until the aggregate Certificate Balance of such Class
is reduced to zero;


 


(D)          fourth,
to the Class A-3 Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2 and Class A-SB Certificates
pursuant to (A), (B) and (C) above in this clause (b)(iii))


 






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for such Distribution Date, until the Certificate Balance of
such Class is reduced to zero;


 


(E)          fifth,
to the Class A-4 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-SB and Class A-3
Certificates pursuant to (A), (B), (C) and (D) above in this clause (b)(iii)) for such Distribution Date, until the Certificate
Balance of such Class is reduced to zero;


 


(F)          sixth,
to the Class A-5 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-SB, Class A-3 and
Class A-4 Certificates pursuant to (A), (B), (C), (D) and (E) above in this clause (b)(iii)) for such Distribution Date,
until the Certificate Balance of such Class is reduced to zero; and


 


(G)          seventh,
to the Class A-SB Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4 and Class A-5 Certificates pursuant to (A), (B), (C), (D), (E) and (F) above in this clause (b)(iii)) for such
Distribution Date, until the Certificate Balance of such Class is reduced to zero; and


 


(iv)          Fourth,
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, to the extent not
distributed pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to, and pro
rata based upon, the aggregate of such unreimbursed Realized Losses previously allocated to those Classes of Certificates;


 


(v)           Fifth,
to the Class A-M Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 


(vi)          Sixth,
to the Class A-M Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(vii)          Seventh,
to the Class A-M Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(viii)         Eighth,
to the Class A-M Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts
of Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to
such Class;


 


(ix)          Ninth,
to the Class B Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 






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(x)          Tenth,
to the Class B Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(xi)          Eleventh,
to the Class B Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xii)         Twelfth,
to the Class B Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such
Class;


 


(xiii)        Thirteenth,
to the Class C Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 


(xiv)        Fourteenth,
to the Class C Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(xv)         Fifteenth,
to the Class C Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xvi)         Sixteenth,
to the Class C Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to the
such Class;


 


(xvii)        Seventeenth,
to the Class D Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 


(xviii)        Eighteenth,
to the Class D Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(xix)         Nineteenth,
to the Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xx)         Twentieth,
to the Class D Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such
Class;




 




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(xxi)          Twenty-first,
to the Class E Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 


(xxii)          Twenty-second,
to the Class E Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(xxiii)          Twenty-third,
to the Class E Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount, less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xxiv)          Twenty-fourth,
to the Class E Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such
Class;


 


(xxv)          Twenty-fifth,
to the Class F Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 


(xxvi)          Twenty-sixth,
to the Class F Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(xxvii)          Twenty-seventh,
to the Class F Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xxviii)          Twenty-eighth,
to the Class F Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such
Class;


 


(xxix)          Twenty-ninth,
to the Class G Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 


(xxx)          Thirtieth,
to the Class G Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(xxxi)          Thirty-first,
to the Class G Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xxxii)         Thirty-second,
to the Class G Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up


 






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to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such
Class;


 


(xxxiii)          Thirty-third,
to the Class H Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 


(xxxiv)          Thirty-fourth,
to the Class H Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(xxxv)           Thirty-fifth,
to the Class H Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xxxvi)          Thirty-sixth,
to the Class H Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such
Class; and


 


(xxxvii)      
  Thirty-third, to the Class R Certificates, any amounts remaining in the Upper-Tier Distribution
Account, and to the Class LR Certificates, any amounts remaining in the Lower-Tier Distribution Account.


 


Notwithstanding
the foregoing, on each Distribution Date occurring on or after the Crossover Date, regardless of the allocation of principal payments
described in priority Third above, the Principal Distribution Amount for such Distribution Date will be distributed to
the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, pro rata, based on
their respective Certificate Balances, in reduction of their respective Certificate Balances, until the Certificate Balance of
each such Class of Certificates is reduced to zero.


 


(c)          On
each Distribution Date, following the distribution from the Lower-Tier Distribution Account in respect of the Lower-Tier Regular
Interests pursuant to Section 4.01(a) of this Agreement, the Certificate Administrator shall make distributions of any Prepayment
Premiums and Yield Maintenance Charges received in the related Collection Period from amounts deposited in the Upper-Tier Distribution
Account pursuant to Section 3.05(f) of this Agreement, as follows:


 


Prepayment
Premiums and Yield Maintenance Charges received with respect to the Mortgage Loans shall be distributed to the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-M, Class B, Class C and Class D
Certificates in an amount equal to, in the case of each such Class, the product of (a) a fraction, not greater than
one, the numerator of which is the amount distributed as principal to such Class on such Distribution Date, and whose denominator
is the total amount distributed as principal to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-5, Class A-M, Class B, Class C and Class D Certificates on such Distribution Date, (b) the Base
Interest Fraction for the related Principal Prepayment and such Class of Certificates and (c) the aggregate amount of the


 






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Prepayment Premiums or the Yield Maintenance Charges, as applicable, collected on such Principal Prepayment during the related
Collection Period.


 


Any
Yield Maintenance Charges or Prepayment Premiums collected during the related Collection Period remaining after such distributions
described in the preceding paragraphs (the “IO Group YM Distribution Amount”) shall be allocated and distributed
in the following manner:


 


(i)           to
the Class X-A Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate
amount of principal distributed on the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5 and
Class A-M Certificates on such Distribution Date and the denominator of which is the total Principal Distribution Amount for such
Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;


 


(ii)          to
the Class X-B Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate
amount of principal distributed on the Class B and Class C Certificates on such Distribution Date and the denominator
of which is the total Principal Distribution Amount for such Distribution Date, multiplied by (b) the IO Group YM Distribution
Amount;


 


(iii)          to
the Class X-C Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the amount
of principal distributed on the Class D Certificates on such Distribution Date and the denominator of which is the total
Principal Distribution Amount for such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;


 


(iv)          to
the Class X-D Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the amount
of principal distributed on the Class E Certificates on such Distribution Date and the denominator of which is the total
Principal Distribution Amount for such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;


 


(v)           to
the Class X-E Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate
amount of principal distributed on the Class F and Class G Certificates on such Distribution Date and the denominator of
which is the total Principal Distribution Amount for such Distribution Date, multiplied by (b) the IO Group YM Distribution
Amount; and


 


(vi)          to
the Class X-F Certificates, the IO Group YM Distribution Amount remaining after such distribution to the holders of the Class
X-A, Class X-B, Class X-C, Class X-D and Class X-E described in clauses (i), (ii), (iii), (iv) and (v) above.


 






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(d)          On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Excess Liquidation Proceeds Account (or
sub-account thereof) and shall distribute such amounts in the following manner:


 


(i)          (A) from
amounts in the Excess Liquidation Proceeds Account allocable to a Mortgage Loan (other than a Mortgage Loan related to a Serviced
Loan Combination), to reimburse the Holders of the Regular Certificates (other than any Class of Class X Certificates), up to
an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to them and unreimbursed
after application of Available Funds for such Distribution Date; and (B) from amounts in the Excess Liquidation Proceeds
Account allocable to the Serviced Loan Combinations, first, in accordance with the terms of the related Intercreditor Agreement,
and then, to the extent allocated to the related Mortgage Loan, pursuant to the terms of such Intercreditor Agreement,
to reimburse the Holders of the Regular Certificates (other than any Class of Class X Certificates), up to an amount equal to
all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to them and unreimbursed after application
of Available Funds for such Distribution Date; and


 


(ii)          any
amounts remaining in the Excess Liquidation Proceeds Account after such distributions on any Distribution Date that (A) are
allocable to the Mortgage Loans, shall be held and maintained in such account and applied to offset future Realized Losses and
Additional Trust Fund Expenses from time to time; and (B) are allocable to the Serviced Companion Loans, shall be remitted
within one Business Day after each such Distribution Date by the Certificate Administrator to the Master Servicer (which shall
remit to the Serviced Companion Loan Noteholders in accordance with Section 3.05(h)). On any Distribution Date, amounts held
in the Excess Liquidation Proceeds Account (other than amounts allocable to any related Serviced Companion Loan pursuant to the
terms of any related Intercreditor Agreement) that exceed amounts reasonably required, as determined by the Certificate Administrator,
to offset future Realized Losses and Additional Trust Fund Expenses shall be distributed to the Holders of the Class LR Certificates
(in respect of the Class LTR Interest) and upon termination of the Trust Fund, any amounts remaining in the Excess Liquidation
Proceeds Account (other than amounts allocable to any related Serviced Companion Loan pursuant to the terms of any related Intercreditor
Agreement) shall be distributed by the Certificate Administrator to the Class LR Certificates (in respect of the Class LTR
Interest). Amounts paid with respect to the Mortgage Loans from the Excess Liquidation Proceeds Account pursuant to the preceding
clauses (i) and (ii) shall first be deemed to have been distributed to the Lower-Tier Regular Interests in reimbursement
of Realized Losses and Additional Trust Fund Expenses previously allocated thereto in the same manner as provided in Section 4.01(a)
of this Agreement. Amounts paid from the Excess Liquidation Proceeds Account will not reduce the Certificate Balances of any Class
of Regular Certificates receiving such distributions.


 


(e)          On
each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01(b), the
Certificate Administrator shall calculate the amount, if any, of Realized Losses. Any allocation of Realized Losses to any Class
of Regular Certificates (other than any Class of Class X Certificates) shall be made by reducing the


 






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Certificate
Balance thereof by the amount so allocated. Any Realized Losses so allocated to any Class of Regular Certificates (other than
any Class of Class X Certificates) shall be allocated among the respective Certificates of such Class in proportion to the Percentage
Interests evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls experienced
by the Trust Fund. Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any
purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates in respect of which
any such reimbursement is made. To the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal
collections on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are subsequently
recovered on the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Classes of
Regular Certificates (other than any Class of Class X Certificates) that previously were allocated Realized Losses, first,
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, pro rata,
based on their respective Certificate Balances, and then, to the remainder of the Regular Certificates (other than any
Class of Class X Certificates) in sequential order, in each case up to the amount of the unreimbursed Realized Losses allocated
to such Class of Certificates. If the Certificate Balance of any Class of Certificates is so increased, the amount of unreimbursed
Realized Losses of such Class of Certificates shall be decreased by such amount.




The
Certificate Balances of each Class of Regular Certificates (other than any Class of Class X Certificates) will be reduced without
distribution on any Distribution Date as a write-off to the extent of any Realized Losses allocated to such Class of Certificates
with respect to such date. Any such write-offs will be applied to the Classes of Regular Certificates (other than any Class of
Class X Certificates) in the following order, in each case until the Certificate Balance of such Class is reduced to zero: first,
to the Class H Certificates; second, to the Class G Certificates; third, to the Class F Certificates;
fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C
Certificates; seventh, to the Class B Certificates; eighth, to the Class A-M Certificates; and finally, to
the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, pro rata, based
on their respective Certificate Balances. Any amounts recovered in respect of amounts previously written off as Realized Losses
shall be distributed on the Classes of Regular Certificates (other than any Class of Class X Certificates) in reverse order of
allocation of Realized Losses thereto in accordance with Section 4.01(b) of this Agreement. Additional Trust Fund Expenses
and shortfalls in Available Funds due to extraordinary expenses of the Trust Fund (including indemnification expenses), a reduction
in the Mortgage Rate on a Mortgage Loan by a bankruptcy court pursuant to a plan of reorganization or pursuant to any of its equitable
powers, a reduction in the Mortgage Rate or a forgiveness of principal of a Mortgage Loan, or otherwise, shall be treated as and
allocated in the same manner as Realized Losses.


 


With
respect to any Distribution Date, any Realized Losses allocated pursuant to Section 3.06 of this Agreement with respect to
such Distribution Date shall reduce the Lower-Tier Principal Balances of the Lower-Tier Regular Interests as a write-off and shall
be allocated among the Lower-Tier Regular Interests in the same priority as the Class of Corresponding Certificates.


 






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(f)          All
amounts distributable to a Class of Certificates pursuant to this Section 4.01 on each Distribution Date shall be allocated
pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located
in the United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire
instructions in writing at least five Business Days prior to the related Record Date, or (ii) otherwise, by check mailed
by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Holders of such final distribution.


 


(g)          Except
as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator shall,
as soon as reasonably practicable within the month preceding the month in which the final distribution with respect to any Class
of Certificates is expected to be made, mail to each Holder of such Class of Certificates on such date a notice to the effect
that:


 


(A)          the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of such
Certificates at the office of the Certificate Administrator therein specified, and


 


(B)          if
such final distribution is made on such Distribution Date, no interest shall accrue on such Certificates from and after such Distribution
Date;


 


provided,
that the Class R and Class LR Certificates shall remain outstanding until no other Class of Certificates, Lower-Tier
Regular Interests are outstanding.


 


Any
funds not distributed to any Holder or Holders of such Classes of Certificates on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of
the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(g)
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Holders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have
been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to
contact the remaining non-tendering Holders concerning surrender of their Certificates. The costs and expenses of holding such
funds in trust and of contacting such Holders shall be paid out of such funds. If within two years after the second notice any
such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to the Certificate Administrator
all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the
benefit of such Holders until the earlier of (i) its termination as Certificate Administrator


 






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hereunder
and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and
distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to any Holder on any
amount held in trust hereunder or by the Certificate Administrator as a result of such Holder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 4.01(g). Any such amounts transferred to the Certificate
Administrator may be invested in Permitted Investments and all income and gain realized from investment of such funds shall accrue
for its benefit.




(h)          Shortfalls
in Available Funds resulting from Excess Prepayment Interest Shortfalls shall be allocated to, and Master Servicer Prepayment
Interest Shortfall Amounts (or, with respect to any Non-Serviced Mortgage Loan, any analogous amount remitted to the Trust
by the related Other Servicer pursuant to the related Other Pooling and Servicing Agreement) shall be deemed distributed to, each
Class of Regular Certificates and, in each case, correspondingly to the respective Class of Corresponding Lower-Tier Regular Interests,
pro rata, based upon the Interest Accrual Amount distributable to each such Class of Certificates prior to reduction by
such Excess Prepayment Interest Shortfalls. Master Servicer Prepayment Interest Shortfall Amounts shall be deposited by the Master
Servicer into the Collection Account on or prior to the Servicer Remittance Date.


 


(i)          On
the final Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate
Administrator who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that
it is servicing and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding
Servicer Remittance Date in accordance with Section 3.06(e)(v) of this Agreement.


 


(j)          On
each Distribution Date, any Excess Interest received with respect to the Mortgage Loans during the related Collection Period shall
be distributed to the Holders of the Class V Certificates from the Class V Distribution Account established pursuant to Section
3.05(k). Any Excess Interest remaining in the Class V Distribution Account on the final Distribution Date shall be distributed
to the Holders of the Class V Certificates.


 


Section 4.02     Statements
to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others.
(a) On each Distribution Date, the Certificate Administrator shall make available to the general public on the
Certificate Administrator’s Website a statement (substantially in the form set forth as Exhibit K to this
Agreement and based on the information set forth in (i) the CREFC® Investor Reporting Package
(CREFC® IRP) prepared by the Master Servicer (other than the CREFC® Special Servicer Loan File)
and the other reports prepared by the Master Servicer and Special Servicer relating to such Distribution Date, including the
CREFC® Special Servicer Loan File, upon which information the Certificate Administrator may conclusively rely,
in accordance with CREFC® guidelines and (ii) the CREFC® Reconciliation of Funds Template
prepared by the Certificate Administrator) as to distributions made on such Distribution Date (each, a “Distribution
Date Statement”) setting forth (with respect to each Class of Certificates) the following information:


 


(i)          the
Record Date, Interest Accrual Period, and Determination Date for such Distribution Date;


 






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(ii)    
     the aggregate amount of the distribution to be made on such Distribution Date to the
Holders of each Class of Sequential Pay Certificates in reduction of the Certificate Balance of those
Certificates;


 


(iii)          the
aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Certificates (other
than the Class V Certificates and the Residual Certificates) allocable to (A) the Interest Accrual Amount and/or (B) Class Interest
Shortfalls;


 


(iv)          the
aggregate amount of Advances made in respect of the Distribution Date and the amount of interest paid on Advances since the prior
Distribution Date (including, to the extent material, the general use of funds advanced and general source of funds for reimbursements);


 


(v)            the
aggregate amount of compensation paid to the Trustee, the Certificate Administrator, CREFC®, the Operating Advisor
and servicing compensation paid to the Master Servicer and the Special Servicer for the related Determination Date and any other
fees or expenses accrued and paid from the Trust Fund;


 


(vi)          the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans outstanding immediately before and immediately after
the Distribution Date;


 


(vii)         the
number (as of the related and the next preceding Determination Date), and the aggregate principal balance, weighted average remaining
term to maturity and weighted average mortgage rate (and interest rates by distributional groups or ranges) of the Mortgage Loans
as of the related Determination Date;


 


(viii)        the
number and aggregate Stated Principal Balance of the Mortgage Loans or Serviced Loan Combinations (A) delinquent 30-59 days,
(B) delinquent 60-89 days, (C) delinquent 90 days or more, (D) that are Specially Serviced Loans that are
not delinquent, or (E) current, but not Specially Serviced Loans, as to which foreclosure proceedings have been commenced,
but not REO Property (and the information described in Item 1100(b)(5) of Regulation AB to the extent material);


 


(ix)          (i)
the Available Funds for the Distribution Date, (ii) the total amount of all principal and/or interest distributions, as well as
any other distributions (other than Yield Maintenance Charges), properly made on or in respect of any Class of Certificates with
respect to such Distribution Date) and (iii) any other cash flows received on the Mortgage Loans and applied to pay fees and expenses
(including the components of the Available Funds, or such other cash flows);


 


(x)            the
amount of the distribution on the Distribution Date to the holders of any Class of Certificates (other than the Class V Certificates
and the Residual Certificates) allocable to Prepayment Premiums and Yield Maintenance Charges;


 


(xi)          the
accrued Interest Accrual Amount in respect of each Class of Certificates (other than the Class V Certificates and the Residual
Certificates) for such Distribution Date;


 






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(xii)          the
Pass-Through Rate for each Class of Certificates (other than the Class V Certificates and the Residual Certificates) for the Distribution
Date and the next succeeding Distribution Date;


 


(xiii)         the
Principal Distribution Amount for the Distribution Date;


 


(xiv)         the
aggregate Certificate Balance or aggregate Notional Balance, as the case may be, of each Class of Certificates (other than the
Class V Certificates and the Residual Certificates), immediately before and immediately after such Distribution Date, separately
identifying any reduction in the aggregate Certificate Balance (or, if applicable, the aggregate Notional Balance) of each such
Class as a result of the allocation of any Realized Loss and/or Additional Trust Fund Expenses on such Distribution Date;


 


(xv)          the
fraction, expressed as a decimal carried to at least eight places, the numerator of which is the then related Certificate Balance,
and the denominator of which is the related initial aggregate Certificate Balance, for each Class of Certificates other than the
Class V Certificates and the Residual Certificates) immediately following the Distribution Date;


 


(xvi)  
      the amount of any Appraisal Reduction Amounts allocated during the related Collection
Period on a loan-by-loan basis; and the total Appraisal Reduction Amounts as of such Distribution Date on a loan-by-loan
basis;


 


(xvii)    
   the number and related Stated Principal Balance of any Mortgage Loans modified, extended or waived on a
loan-by-loan basis since the previous Determination Date (including a description of any material modifications, extensions
or waivers to Mortgage Loan terms, fees, penalties or payments during the Collection Period or that have cumulatively become
material over time);


 


(xviii) 
     the amount of any remaining unpaid Class Interest Shortfalls for each Class of Certificates
(other than the Class V Certificates and the Residual Certificates) as of the Distribution Date;


 


(xix)         an
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment (other than Liquidation Proceeds and
Insurance Proceeds) during the related Collection Period and the amount of Principal Prepayment occurring, together with the aggregate
amount of Principal Prepayments made during the related Collection Period;


 


(xx)          an
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date;


 


(xxi)        the
amount of the distribution to the holders of each Class of Certificates on the Distribution Date attributable to reimbursement
of Realized Losses;


 


(xxii)       as
to any Mortgage Loan repurchased by a Mortgage Loan Seller or otherwise liquidated or disposed of during the related Collection
Period, (A) the Loan


 






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Number of the related Mortgage Loan and (B) the amount of proceeds of any repurchase of a Mortgage
Loan, Liquidation Proceeds and/or other amounts, if any, received thereon during the related Collection Period and the portion
thereof included in the Available Funds for such Distribution Date;


 


(xxiii)          the
amount on deposit in each of the Interest Reserve Account and the Excess Liquidation Proceeds Account before and after giving
effect to the distribution made on such Distribution Date;


 


(xxiv)          the
then-current credit support levels for each Class of Sequential Pay Certificates;


 


(xxv)           the
original and then-current ratings of each Class of Certificates;


 


(xxvi)          with
respect to any REO Loan as to which the related Mortgaged Property became an REO Property during the preceding calendar month,
the city, state, property type, latest Debt Service Coverage Ratio and the current Stated Principal Balance;


 


(xxvii)   
     with respect to any REO Property included in the Trust Fund at the close of business on the
related Determination Date (A) the Loan Number of the related Mortgage Loan, (B) the value of such REO Property
based on the most recent Appraisal or valuation;


 


(xxviii)       with
respect to any Serviced REO Property sold or otherwise disposed of during the related Collection Period and for which a Final
Recovery Determination has been made, (A) the Loan Number of the related Mortgage Loan, (B) the Realized Loss attributable
to the related Mortgage Loan, (C) the amount of sale proceeds and other amounts, if any, received in respect of such Serviced
REO Property during the related Collection Period and the portion thereof included in the Available Funds for such Distribution
Date, (D) the date of the Final Recovery Determination and (E) the balance of the Excess Liquidations Proceeds Account
for such Distribution Date;


 


(xxix)          the
amount of the distribution on the Distribution Date to the holders of the Class V Certificates and the Residual Certificates;


 


(xxx)           material
breaches of Mortgage Loan representations and warranties or any covenants under this Agreement of which the Certificate Administrator,
the Trustee, the Operating Advisor, the Master Servicer or the Special Servicer has received or delivered written notice;


 


(xxxi)          the
identity of the Operating Advisor;


 


(xxxii)         the
amount of Realized Losses, Additional Trust Fund Expenses and Class Interest Shortfalls, if any, incurred with respect to
the Mortgage Loans during the related Collection Period and in the aggregate for all prior Collection Periods (except to the extent
reimbursed or paid);


 






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


 


(xxxiv)          the
identity of the Controlling Class;


 


(xxxv)           the
identity of the Controlling Class Representative; and


 


(xxxvi)          such
other information as contemplated by Exhibit K to this Agreement.


 


In
the case of information furnished pursuant to sub-clauses (ii), (iii), (vi), (vi), (vi), (vi) and (xix) above, 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 Balance, 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 any SEC filing shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any
Class of Certificates.


 


On
each Distribution Date, the Certificate Administrator shall make available to each Holder of a Class R or Class LR Certificate
a copy of the reports made available to the other Certificateholders on such Distribution Date and a statement setting forth the
amounts, if any, actually distributed with respect to the Class R or Class LR Certificates on such Distribution Date.
Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that it provided substantially
comparable information pursuant to any requirements of the Code as from time to time in force.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish, upon request, to
each Person who at any time during the calendar year was a Certificateholder of record, a report summarizing on an annual basis
(if appropriate) the items provided to Certificateholders pursuant to clauses (i) and (ii) above as to the applicable Class,
aggregated for such calendar year or applicable portion thereof during which such person was a Certificateholder, together with
such other information as may be required to enable such Certificateholders to prepare their federal income tax returns. Such
information shall include the amount of original issue discount accrued on each Class of Certificates held by Persons other than
Holders exempted from the reporting requirements and information regarding the expenses of the Trust Fund. Such requirement shall
be deemed to be satisfied to the extent such information is provided pursuant to applicable requirements of the Code from time
to time in force.


 


On
each Distribution Date, the Certificate Administrator shall deliver the related Distribution Date Statement to the Depositor in
electronic format to dbinvestor@list.db.com (or to such other address as the Depositor shall specify by written notice
to the Certificate Administrator).


 


(b)          The
Certificate Administrator shall make available via the Certificate Administrator’s Website, to any Privileged Person (provided
that the Prospectus, the Distribution Date Statements and the SEC filings will be made available to the general public, and provided


 






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further
that any Privileged Person that is a Borrower Party shall only be entitled to access documents made available to the general public)
the following items, in each case to the extent received by the Certificate Administrator:




(i)           the
following “deal documents”:


 


(A)          the
Prospectus and the Private Placement Memorandum;


 


(B)          this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after 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 delivered to the Certificate Administrator by the Master Servicer;


 


(ii)          the
following “SEC filings”:


 


(A)          any
reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the
EDGAR system (to the extent prepared by the Certificate Administrator and within one Business Day of filing);


 


(iii)         the
following “periodic reports”:


 


(A)          the
Distribution Date Statements;


 


(B)           the
supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (CREFC® IRP)” (other than the CREFC® Loan Setup File),
to the extent it has received or prepared such report or file; and


 


(C)          all
Operating Advisor Annual Reports.


 


(iv)         the
following “additional documents”:


 


(A)          the
summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format; 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;


 






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(C)          notice
of final payment on the Certificates;


 


(D)          all
notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator;


 


(E)          notice
of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee (and appointments
of successors to the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee);


 


(F)          any
and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or 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;


 


(G)          any
notice of the termination of the Trust;


 


(H)          any
notice of the occurrence and continuance of a Control Termination Event;


 


(I)           any
notice of the occurrence and continuance of a Consultation Termination Event;


 


(J)           all
of the annual compliance statements and annual assessments as to compliance delivered to the Certificate Administrator since the
Closing Date pursuant to Section 10.11 and Section 10.12 of this Agreement; and


 


(K)          all
of the annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator
since the Closing Date pursuant to Section 10.13 of this Agreement;


 


(vi)         the
Investor Q&A Forum; and


 


(vii)        solely
to Certificateholders and Beneficial 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).


 


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 Prospectus Supplement, this Agreement, the Mortgage Loan Purchase Agreements and the
SEC filings on the Certificate Administrator’s Website, and (b) in the case of the 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


 






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Operating
Advisor, the Certificate Administrator and the Trustee in physical form of an investor certification substantially in the forms
of Exhibit L-1D and Exhibit L-1E and upon delivery to the Certificate Administrator in physical form of an investor
certification substantially in the form of Exhibit L-1F, which shall include each of the CTSLink User ID’s associated
with such Excluded Controlling Class Holder, 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).




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 L-1B hereto, such Controlling
Class Representative or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s
Website. The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each
rely on (i) an investor certification in the form of Exhibit L-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 and (ii) an investor
certification in the form of Exhibit L-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 Loan(s). 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 Operating Advisor,
the Certificate Administrator and the Trustee in writing substantially in the form of Exhibit L-1E that such party is an
Excluded Controlling Class Holder and identify the 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, each of the Master Servicer, the Special Servicer and
the Operating Advisor shall mark or label such information as “Excluded Information” prior to delivery to the Certificate
Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded
Information (and 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 Operating Advisor 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 Operating Advisor 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 Operating 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 Operating 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 an Asset Status
Report or Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate


 






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Administrator’s
Website and/or any failure to label any such information provided to the Certificate Administrator).




Each
of the Master Servicer, the Special Servicer, the Operating Advisor 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 L1-B that such Person is no longer
an Excluded Controlling Class Holder. 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 Excluded Controlling
Class Mortgage Loan to the related Borrower or to any Excluded Controlling Class Holder or (A) any employees or personnel of such
Controlling Class Representative or Controlling Class Certificateholder 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 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. The Certificate Administrator shall not be responsible
for the accuracy or completeness of any information supplied to it by the Master Servicer or Special Servicer that is included
in any reports, statements, materials or information prepared or provided by the Master Servicer or Special Servicer, as applicable,
and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s reports and the Special
Servicer’s reports without any duty or obligation to recompute, verify or re-evaluate any of the amounts or other information
stated therein. In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator
may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination
of information in accordance herewith. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not
be liable for any Excluded Information to the extent such information was included in the Asset Status Report or the Final Asset
Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not
properly identified as Excluded Information.


 


The
Certificate Administrator shall have no any liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s
Website of any information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant
to this Agreement if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was a Borrower
Party.


 






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The
provisions in this Section shall not limit the Master Servicer’s ability to make accessible certain information regarding
the Mortgage Loans at the Master Servicer’s Website.


 


In
providing access to any information, the Certificate Administrator shall be entitled to rely on the certifications delivered to
it pursuant to and in accordance with the terms of this Agreement.


 


(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 (i) Certificateholders
and Beneficial Owners may (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 reports being made available
pursuant to this Section 4.02(c), the Mortgage Loans or the Mortgaged Properties (other than a Non-Serviced Mortgage Loan
or related Mortgaged Properties) and (C) submit questions to the Operating Advisor relating to the Operating Advisor Annual
Reports or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether
or not referenced in any Operating Advisor Annual Reports (collectively, “Inquiries”), and (ii) Privileged
Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of
an Inquiry for the Master Servicer, the Special Servicer or the Operating Advisor, the Certificate Administrator shall forward
the Inquiry to the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, (and in the case of an inquiry
relating to a Non-Serviced Mortgage Loan, to the applicable party under the Other Pooling and Servicing Agreement) in each case
within a commercially reasonable period following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator,
the Master Servicer, the Special Servicer (other than with respect to the Non-Serviced Mortgage Loans or related Mortgaged Properties)
or the Operating Advisor, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the
Inquiry, which reply of the Master Servicer, Special Servicer or the Operating Advisor shall be sent 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 and the related answer to the Investor Q&A Forum. If the Certificate Administrator,
the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective sole discretion, that (i) any
Inquiry is beyond the scope outlined 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 or the applicable
Loan Documents, (iv) answering any Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege
or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the duties of, or result
in significant additional cost or expense to, the Certificate Administrator, the Master Servicer, the Special Servicer or the
Operating Advisor, as applicable, or (vi) answering any Inquiry is otherwise not advisable for any reason, it shall not be
required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall
promptly notify the Certificate Administrator, and the Certificate Administrator shall not post such Inquiry on the Investor Q&A
Forum. In addition, no party shall post or otherwise disclose information known to such party to be Privileged Information as
part of its response to any Inquiry. 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


 






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Investor
Q&A Forum any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative
or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications between the
Certificate Administrator or other Person which are not submitted via the Investor Q&A Forum. In addition, no party is permitted
to post or otherwise disclose direct communication with the Directing Holder as part of its response to any questions.




(d)          The
Certificate Administrator shall make available to any Certificateholder and Beneficial Owner, the Investor Registry. The “Investor
Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders
and Beneficial Owners can register and thereafter obtain contact information with respect to any other Certificateholder or Beneficial
Owner that has so registered. Any person registering to use the Investor Registry will be required to certify that (a) it
is a Certificateholder or a Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its
name and contact information available on the Investor Registry for at least 45 days from the date of such certification to other
registered Certificateholders and registered Beneficial 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 Beneficial Owner notifies the Certificate Administrator that
it wishes to be removed from the Investor Registry (which notice may not be within 45 days of its registration), the Certificate
Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying
or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any
information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor
Registry.


 


(e)         The
Master Servicer may at its sole cost and expense, but is not required to, make any of the reports or files it delivers pursuant
to this Agreement available on the Master Servicer’s Website only with the use of a password, in which case the Master Servicer
shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password shall be
deemed to have agreed not to disclose such password to any other Person and (ii) each Certificateholder and prospective Certificateholder
who requests such password, provided that any such Certificateholder or prospective Certificateholder, as the case may
be, has delivered an Investor Certification to the Trustee, the Certificate Administrator and the Master Servicer. In connection
with providing access to the Master Servicer’s Website, the Master Servicer may require registration and the acceptance
of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to
the extent the Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing the
availability, use and disclosure of such information, and which may provide indemnification to the Master Servicer for any liability
or damage that may arise therefrom. The Master Servicer shall not be liable for dissemination of this information in accordance
with this Agreement, provided that such information otherwise meets the requirements set forth herein with respect to the
form and substance of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant
to this subsection, any reasonable disclaimer with respect to information provided, or any assumptions required to be made by
such report. Notwithstanding anything herein to the contrary, the Master


 






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Servicer
may, at its sole cost and expense, make available by electronic media, bulletin board service or Internet website any reports
or other information the Master Servicer is required or permitted to provide to any Borrower with respect to such Borrower’s
Mortgage Loan or Serviced Loan Combination to the extent such action does not conflict with the terms of this Agreement, the terms
of the related Loan Documents or applicable law. If the Master Servicer is required to deliver any statement, report or other
information under any provision of this Agreement, then, the Master Servicer may satisfy such obligation by (x) physically
delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in
a commonly used electronic format, or (z) making such statement, report or information available on its website, unless this
Agreement expressly specifies a particular method of delivery; provided that all reports required to be delivered to the
Certificate Administrator shall be delivered in accordance with clause (x) or (y) or, upon request, clause (z).




Subject
to Section 3.13, the Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master
Servicer) provide the Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties
as may be reasonably necessary for the Master Servicer to prepare each report and any supplemental information to be provided
by the Master Servicer to the Certificate Administrator. Neither the Certificate Administrator nor the Depositor shall have any
obligation to recompute, verify or recalculate the information provided thereto by the Master Servicer. Unless the Certificate
Administrator has actual knowledge that any report or file received from the Master Servicer contains erroneous information, the
Certificate Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders and allocating
Realized Losses to the Certificates in accordance with Section 4.01 of this Agreement and preparing the statements to Certificateholders
required by Section 4.02(a) of this Agreement.


 


(f)          As
soon as reasonably practicable, upon the written request of and at the expense of any Certificateholder, the Certificate Administrator
shall provide the requesting Certificateholder with such information that is in the Certificate Administrator’s possession
or can reasonably be obtained by the Certificate Administrator as is requested by such Certificateholder, for purposes of satisfying
applicable reporting requirements under Rule 144A under the Securities Act. Neither the Certificate Registrar nor the Certificate
Administrator shall have any responsibility for the sufficiency under Rule 144A or any other securities laws of any available
information so furnished to any person including any prospective purchaser of a Certificate or any interest therein, nor for the
content or accuracy of any information so furnished which was prepared or delivered to them by another.


 


(g)          The
Certificate Administrator shall make available at its offices, during normal business hours, upon not less than two Business Days
prior notice, for review by any Privileged Person and any Serviced Companion Loan Noteholder that is a Privileged Person (solely
with respect to items (ii) and (iii), to the extent such information relates to the related Serviced Companion Loan), originals
or copies of documents relating to the Mortgage Loans and any related REO Properties to the extent in its possession, including,
without limitation, the following items (except to the extent prohibited by applicable law or under any of the related Loan Documents):


 


(i)           any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the
environmental testing


 






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contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set forth
in clauses (i) and (ii) thereof was satisfied;


 


(ii)          the
most recent annual (or more frequent, if available) operating statements, rent rolls (to the extent such rent rolls have been
made available by the related Borrower) and/or lease summaries and retail sales information, if any, received from the Master
Servicer or the Special Servicer in respect to each Mortgaged Property;


 


(iii)          the
Mortgage File, including any and all modifications, waivers and amendments of the terms of a Mortgage Loan or Serviced Loan Combination
entered into by the Master Servicer and/or the Special Servicer and delivered to the Certificate Administrator; and


 


(iv)         any
other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under
the Securities Act.


 


The
Certificate Administrator may require a Privileged Person to execute an Investor Certification or a Serviced Companion Loan Noteholder
Certification, as applicable, prior to granting access to such information, which may be in the form of a “click-through”
confirmation. Copies of any and all of the foregoing items will be available from the Certificate Administrator upon request.
The Certificate Administrator will be permitted to require payment by the requesting party (other than a Rating Agency) of a sum
sufficient to cover the reasonable costs and expenses of making such information available and providing any copies thereof. The
Certificate Administrator’s obligation under this Section 4.02(g) to make available any document is subject to the
Certificate Administrator’s receipt of such document.


 


The
Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this
Agreement.


 


(h)          The
Depositor hereby authorizes the Certificate Administrator to make available to any Financial Market Publisher or such other vendor
chosen by the Depositor that submits to the Certificate Administrator a certification substantially in the form of Exhibit L-2
to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered
or made available pursuant to this Section 4.02 to Privileged Persons.


 


Section 4.03     Compliance
with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with
all federal withholding requirements with respect to payments to Certificateholders and other payees of interest, original
issue discount or other amounts that the Paying Agent reasonably believes are applicable under the Code. The consent of
Certificateholders or payees shall not be required for any such withholding. If the Paying Agent or its agent withholds any
amount from interest, original issue discount payments or other amounts or advances thereof to any Certificateholder or payee
pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Person. Any amount
so withheld shall be treated as having been distributed to such Certificateholder for all purposes of this
Agreement.


 


For
the avoidance of doubt, the Collection Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the REO
Account and the Lower-Tier Distribution


 






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Account
(including interest, if any, earned on the investment of funds in such account) will be owned by the Lower-Tier REMIC, and the
Upper-Tier Distribution Account will be owned by the Upper-Tier REMIC, each for federal income tax purposes.




Section 4.04     REMIC
Compliance. (a) The parties intend that the Lower-Tier REMIC and the Upper-Tier REMIC shall constitute, and that the
affairs of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify it as, a “real estate
mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions at all times any Certificates
are outstanding, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such
intention, the Certificate Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby
appointed to act as agent, of each such REMIC and shall on behalf of each such REMIC:


 


(i)          make
or cause to be made an election, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, to be treated as a REMIC
on Form 1066 for its first taxable year, in accordance with the REMIC Provisions;


 


(ii)          prepare
and timely file, or cause to be prepared and timely filed, and cause the Trustee to sign (and the Trustee shall sign), all required
Tax Returns for the Lower-Tier REMIC and the Upper-Tier REMIC, using a calendar year as the taxable year for each of such REMIC
as required by the REMIC Provisions and other applicable federal, state or local income tax laws;


 


(iii)          prepare
and forward, or cause to be prepared and forwarded, to the Certificateholders and the IRS and applicable state and local tax authorities
all information reports as and when required to be provided to them in accordance with the REMIC Provisions;


 


(iv)          if
the filing or distribution of any documents of an administrative nature not addressed in clauses (i) through (iii) of this
Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of the Lower-Tier REMIC and the
Upper-Tier REMIC as a REMIC or is otherwise required by the Code, prepare and file or distribute, or cause to be prepared and
signed and filed or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code
or comparable provisions of state and local law;


 


(v)          within
30 days of the Closing Date, obtain a taxpayer identification number for each of the Lower-Tier REMIC and the Upper-Tier
REMIC on IRS Form SS-4 and (in the case of the Upper-Tier REMIC only), furnish or cause to be furnished to the IRS, on Form 8811
or as otherwise may be required by the Code, the name, title and address of the person that the Certificateholders may contact
for tax information relating thereto (and the Certificate Administrator shall act as the representative of the Upper-Tier REMIC
for this purpose), together with such additional information as may be required by such Form, and shall update such information
at the time or times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the Closing Date
to provide any information reasonably requested by the Master Servicer, the Special Servicer or the Certificate Administrator
and necessary to make such filing); and


 






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(vi)          maintain
such records relating to the Lower-Tier REMIC and the Upper-Tier REMIC as may be necessary to prepare the foregoing returns, schedules,
statements or information, such records, for federal income tax purposes, to be maintained on a calendar year and on an accrual
basis.


 


The
Holder of the largest Percentage Interest in the Class R Certificates shall be the tax matters person of the Upper-Tier REMIC,
and the Holder of the largest Percentage Interest in the Class LR Certificates shall be the tax matters person of the Lower-Tier
REMIC pursuant to Treasury Regulations Section 1.860F-4(d). If more than one Holder shall hold an equal Percentage Interest
in the Class R or Class LR Certificates larger than that held by any other Holder, the first such Holder to have acquired
such Class R or Class LR Certificates shall be such tax matters person. The Certificate Administrator shall act as attorney-in-fact
and agent for the tax matters person of the Lower-Tier REMIC and the Upper-Tier REMIC, and each Holder of a Percentage Interest
in the Class R or Class LR Certificates, by acceptance hereof, is deemed to have consented to the Certificate Administrator’s
appointment in such capacity and agrees to execute any documents required to give effect thereto, and any fees and expenses incurred
by the Certificate Administrator in connection with any audit or administrative or judicial proceeding shall be paid by the Trust
Fund.


 


The
Certificate Administrator shall not intentionally take any action or intentionally omit to take any action if, in taking or omitting
to take such action, the Certificate Administrator has actual knowledge that such action or omission (as the case may be) would
cause the termination of the REMIC status of the Lower-Tier REMIC or the Upper-Tier REMIC or the imposition of tax on the Lower-Tier
REMIC or the Upper-Tier REMIC (other than a tax on income expressly permitted to be received by the terms of this Agreement).
Notwithstanding any provision of this paragraph to the contrary, the Certificate Administrator shall not be required to take any
action that the Certificate Administrator in good faith believes to be inconsistent with any other provision of this Agreement,
nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly required or
authorized by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility or liability
with respect to any act or omission of the Depositor, the Trustee, the Master Servicer or the Special Servicer which does not
enable the Certificate Administrator to comply with any of clauses (i) through (vi) of the first paragraph of this Section 4.04(a)
or which results in any action contemplated by clauses (i) or (ii) of the next succeeding sentence. In this regard
the Certificate Administrator shall (i) exercise reasonable care not to allow the occurrence of any “prohibited transactions”
within the meaning of Section 860F(a) of the Code, unless the party seeking such action shall have delivered to the
Certificate Administrator an Opinion of Counsel (at such party’s expense) that such occurrence would not (A) result
in a taxable gain, (B) otherwise subject the Lower-Tier REMIC or the Upper-Tier REMIC to tax (other than a tax at the highest
marginal corporate tax rate on net income from foreclosure property), or (c) cause the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC; and (ii) exercise reasonable care not to allow the Trust Fund to receive any contributions,
or any income from the performance of services or from assets not permitted under the REMIC Provisions to be held by a REMIC (provided,
that the receipt of any income expressly permitted or contemplated by the terms of this Agreement shall not be deemed to violate
this clause). None of the Master Servicer, the Special Servicer, the Trustee or the Depositor shall be (i) permitted to take
any action that the Certificate Administrator would not be permitted to take






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pursuant
to the preceding two sentences or (ii) responsible or liable (except in connection with taking any act or omission referred
to in the two preceding sentences or the following sentence) for any failure by the Certificate Administrator to comply with the
provisions of this Section 4.04. The Depositor, the Trustee, the Master Servicer and the Special Servicer shall cooperate
in a timely manner with the Certificate Administrator in supplying any information within the Depositor’s, the Trustee’s,
the Master Servicer’s or the Special Servicer’s control (other than any confidential information) that is reasonably
necessary to enable the Certificate Administrator to perform its duties under this Section 4.04.




(b)          The
following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the Regular Certificates: (i) each Mortgage Loan
will pay principal and interest in accordance with its terms and scheduled payments will be timely received on their Due Dates,
provided that the Mortgage Loans will prepay in accordance with the Prepayment Assumption; (ii) none of the Sole Certificateholder,
the Master Servicer, the Special Servicer and the Certificateholder owning a majority of the Percentage Interests in the Controlling
Class will exercise the right described in Section 9.01 of this Agreement to cause early termination of the Trust Fund; and
(iii) no Mortgage Loan is repurchased by a Mortgage Loan Seller pursuant to the terms of the related Mortgage Loan Purchase
Agreement.


 


Section 4.05     Imposition
of Tax on the Trust Fund. If any tax, including interest, penalties or assessments, additional amounts or additions to tax,
is imposed on the Lower-Tier REMIC or the Upper-Tier REMIC, such tax shall be charged against amounts otherwise distributable
to the Holders of the Certificates; provided that any taxes imposed on any net income from foreclosure property pursuant to
Section 860G(d) of the Code or any similar tax imposed by a state or local jurisdiction shall instead be treated as
an expense of the related Serviced REO Property in determining Net REO Proceeds with respect to the Serviced REO Property
(and until such taxes are paid, the Special Servicer from time to time shall withdraw from amounts in the REO Account (and,
in the case of any Serviced Loan Combination, from amounts in the Serviced Loan Combination REO Account) allocable to the
Mortgage Loans and transfer to the Certificate Administrator amounts reasonably determined by the Certificate Administrator
to be necessary to pay such taxes, which the Certificate Administrator shall maintain in a separate, non-interest-bearing
account, and the Certificate Administrator shall send to the Special Servicer for deposit in the REO Account (or, if
applicable, the Serviced Loan Combination REO Account) the excess determined by the Certificate Administrator from time to
time of the amount in such account over the amount necessary to pay such taxes) and shall be paid therefrom; provided that
any such tax imposed on net income from foreclosure property that exceeds the amount in any such reserve shall be retained
from Available Funds as provided in Section 3.06(a)(xii) or, in the case of any Serviced Loan Combination, in
Section 3.06(b)(xiii), and the next sentence. Except as provided in the preceding sentence, the Certificate
Administrator is hereby authorized to and shall retain or cause to be retained from Available Funds sufficient funds to pay
or provide for the payment of, and to actually pay, such tax as is legally owed by the applicable REMIC (but such
authorization shall not prevent the Trustee from contesting, at the expense of the Trust Fund or in the case of a Serviced
Loan Combination with a Serviced Pari Passu Companion Loan, on a pro rata basis as between the related Mortgage Loan
and any related Serviced Pari Passu Companion Loan (based on their respective outstanding principal balances)) any such tax
in appropriate proceedings, and withholding


 






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payment
of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized
to and shall segregate or cause to be segregated, into a separate non-interest bearing account, (i) the net income allocable
to the Mortgage Loans from any “prohibited transaction” under Section 860F(a) of the Code or (ii) the
amount of any contribution to the Lower-Tier REMIC or the Upper-Tier REMIC after the Startup Day that is subject to tax under
Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such tax (and return the
balance thereof, if any, to the Collection Account, the Lower-Tier Distribution Account or the Upper-Tier Distribution Account,
as the case may be). To the extent that any such tax is paid to the IRS, the Certificate Administrator shall retain an equal amount
from future amounts otherwise distributable to the Holders of the Class R or the Class LR Certificates, as the case
may be, and shall distribute such retained amounts to the Holders of Regular Certificates, or the Trustee as Holder of the Lower-Tier
Regular Interests, until they are fully reimbursed and then to the Holders of the Class R Certificates or the Class LR
Certificates, as applicable. Neither the Master Servicer, the Special Servicer, the Certificate Administrator, nor the Trustee
shall be responsible for any taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC except to the extent such tax is attributable
to a breach of a representation or warranty or the negligence or willful misconduct of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee in contravention of this Agreement, provided, further, that such breach, act or omission could result
in liability under Section 6.03 of this Agreement, in the case of the Master Servicer, Section 4.04 of this Agreement,
in the case of the Trustee or Section 4.04 of this Agreement, in the case of the Certificate Administrator in accordance
with the standard of liability set forth in those sections. Notwithstanding anything in this Agreement to the contrary, in each
such case, the Master Servicer or the Special Servicer shall not be responsible for the Trustee’s or the Certificate Administrator’s
breaches, acts or omissions, the Trustee shall not be responsible for the breaches, acts or omissions of the Certificate Administrator,
the Master Servicer or the Special Servicer and the Certificate Administrator shall not be responsible for the breaches, acts
or omissions of the Trustee, the Master Servicer or the Special Servicer.




The
Certificate Administrator shall be responsible for the preparation of the related IRS Form W-9, if such form is requested. The
Trustee shall be entitled to rely on the information contained therein, and is hereby directed to execute such IRS Form W-9; provided,
however, the Certificate Administrator shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted
by IRS regulations.


 


Section 4.06     Remittances.
On the Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer with respect to the
Mortgage Loans that it is servicing shall:


 


(i)          remit
to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to Prepayment Premiums and
Yield Maintenance Charges, and, for deposit in accordance with Section 3.05(i) of this Agreement, Excess Liquidation Proceeds,
in each case received by the Master Servicer in the Collection Period preceding such Distribution Date;


 



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(ii)          remit
to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the Available Funds in
the Collection Account for such Distribution Date;


 


(iii)         remit
to the Certificate Administrator for deposit in the Class V Distribution Account an amount equal to the Excess Interest for the
benefit of the Class V Certificateholders received by the Master Servicer in the Collection Period preceding such Distribution
Date; and


 


(iv)         remit
to CREFC® the CREFC® License Fee.


 


Section 4.07     P&I
Advances. (a)  On or before 3:00 p.m. (New York City time) on each Servicer Remittance Date, the Master Servicer
shall in the case of all Mortgage Loans either (i) remit to the Certificate Administrator for deposit into the Lower-Tier
Distribution Account from its own funds an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect
of the related Distribution Date, (ii) apply amounts held in the Collection Account or the applicable Serviced Loan Combination
Collection Account for future distribution to Certificateholders in subsequent months in discharge of any such obligation to make
P&I Advances; provided, that such amounts in the applicable Serviced Loan Combination Collection Account shall only be applied
up to the related Mortgage Loan’s pro rata share of the amounts held therein on such date, or (iii) make P&I
Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made by the
Master Servicer, 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
amounts held in the Collection Account or any Serviced Loan Combination Collection Account, as applicable, for future distribution
and so used to make P&I Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the
Master Servicer by deposit in the Collection Account or the applicable Serviced Loan Combination Collection Account, as applicable,
on or before the next succeeding P&I Advance Determination Date (to the extent not previously replaced through either (x) the
deposit of Late Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made or
(y) the deposit of Monthly Payments collected prior to the expiration of any applicable grace period that ends after the
P&I Advance Determination Date in respect of which such P&I Advances were made). The Master Servicer shall notify the
Trustee and the Certificate Administrator of (i) the aggregate amount of P&I Advances for a Distribution Date and (ii) the
amount of any Nonrecoverable P&I Advances for such Distribution Date, on or before the P&I Advance Determination Date.
If the Master Servicer fails to make a required P&I Advance by 3:00 p.m. (New York City time) on any Servicer Remittance
Date, then the Trustee shall make such P&I Advance pursuant to Section 7.06 of this Agreement by 12:00 noon (New
York City time) on the related Distribution Date, in each case unless the Master Servicer shall have cured such failure (and shall
have provided written notice of such cure to the Trustee) by 11:00 a.m. (New York City time) on such Distribution Date or
the Trustee determines that such P&I Advance, if made, would be a Nonrecoverable Advance. Neither the Master Servicer nor
the Trustee shall be required to make principal or interest advances with respect to any delinquent payment amounts due on any
Companion Loan. If the Master Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of
a Loan Combination with a related Serviced Companion Loan or Non-Serviced Companion Loan, then it shall provide


 






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written
notice to the related Other Servicer, Other Special Servicer and Other Trustee of the amount of such P&I Advance with respect
to such Mortgage Loan within two (2) Business Days of making such P&I Advance.




(b)          Subject
to Section 4.07(c) and 4.07(d) below, the aggregate amount of P&I Advances to be made by the Master Servicer with respect
to any Distribution Date shall equal the aggregate of: (i) all Monthly Payments with respect to the Mortgage Loans (in each
case, net of related Servicing Fees in the case of any Non-Serviced Mortgage Loan) other than Balloon Payments, that were due
during the related Collection Period and delinquent (or unpaid, pending the expiration of any applicable grace period with respect
to any Mortgage Loan having a grace period extending past the P&I Advance Determination Date) as of the close of business
on the P&I Advance Determination Date (or not advanced by the Master Servicer or any sub-servicer on behalf of the Master
Servicer) with respect to the Mortgage Loans that it is servicing and (ii) with respect to each Mortgage Loan that the Master
Servicer is servicing and as to which the related Balloon Payment was due during or prior to the related Collection Period and
was delinquent (including any applicable grace period) as of the end of the related Collection Period (including any REO Loan
as to which the Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject
to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances, with respect to the Mortgage
Loans that it is servicing, is mandatory, and with respect to any applicable Mortgage Loan or REO Loan, shall continue until the
Distribution Date on which Liquidation Proceeds or REO Proceeds, if any, are to be distributed. The Monthly Payment or Assumed
Scheduled Payment shall be reduced, for purposes of P&I Advances, by any modifications pursuant to Section 3.26 of this
Agreement or otherwise and by any reductions by a bankruptcy court pursuant to a plan of reorganization or pursuant to any of
its equitable powers.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required hereunder if the Master Servicer, the Special Servicer or
the Trustee, as applicable, determines that such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance.
In addition, neither the Master Servicer nor the Trustee shall make any P&I Advance to the extent that it has received written
notice that the Special Servicer has determined (if no Consultation Termination Event has occurred and is continuing, in consultation
with the Directing Holder) that such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance. In making such
recoverability determination, the Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to (i) give
due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage
Loans, the recovery of which, at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee,
as applicable, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the P&I
Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount which is being or may be deferred or delayed, (ii) consider (among other things) the obligations of the Borrower under
the terms of the related Mortgage Loan (or the Loan Combination, as applicable) as it may have been modified, (iii) consider
(among other things) the related Mortgaged Properties in their “as is” or then current conditions and occupancies,
as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer and the
Special Servicer) regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties,


 






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(iv) estimate
and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer) (among other
things) future expenses and (v) estimate and consider (among other things) the timing of recoveries.




The
Master Servicer, the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior
P&I Advances for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed P&I Advances.
None of the Master Servicer or Trustee shall make any P&I Advances with respect to delinquent amounts due on any Companion
Loan. If an Appraisal of the related Mortgaged Property shall not have been obtained within the prior 9-month period (and the
Master Servicer and the Trustee shall each request any such appraisal from the Special Servicer prior to ordering an Appraisal
pursuant to this sentence) or if such an Appraisal shall have been obtained but as a result of unforeseen occurrences, such Appraisal
does not, in the good faith determination of the Master Servicer, the Special Servicer or the Trustee, reflect current market
conditions, and the Master Servicer or the Trustee, as applicable, and the Special Servicer cannot agree on the appropriate downward
adjustment to such Appraisal, the Master Servicer, the Special Servicer or the Trustee, as the case may be, may, subject to its
reasonable and good faith determination that such Appraisal will demonstrate the nonrecoverability of the related Advance, obtain
an Appraisal for such purpose at the expense of the Trust Fund (subject, in the case of any Serviced Loan Combination, to the
allocation provisions of the related Intercreditor Agreement).


 


Any
such determination by the Master Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as applicable,
has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I
Advance shall be evidenced by a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the
Operating Advisor, the Special Servicer, any related Serviced Pari Passu Companion Loan holder(s), the Directing Holder (but only
if no Consultation Termination Event has occurred and is continuing) and the Depositor and, in the case of the Trustee, by a certificate
of a Responsible Officer of the Trustee, delivered to the Depositor, the Directing Holder (but only if no Consultation Termination
Event has occurred and is continuing), the Operating Advisor, the Certificate Administrator, the Master Servicer and the Special
Servicer, which in each case sets forth such nonrecoverability determination and the considerations of the Master Servicer, Special
Servicer or the Trustee, as applicable, forming the basis of such determination (such certificate accompanied by, to the extent
available, income and expense statements, rent rolls, occupancy status, property inspections and other information used by the
Master Servicer, Special Servicer or the Trustee, as applicable, to make such determination, together with any existing Appraisal
or any Updated Appraisal); provided, that the Special Servicer may, at its option, make a determination in accordance with
the Servicing Standard, that any P&I Advance previously made or proposed to be made is nonrecoverable and shall deliver to
the Master Servicer, the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing), the
Operating Advisor, the Certificate Administrator, the Trustee and the 17g-5 Information Provider (who shall promptly post such
notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), notice of such determination,
together with a certificate of a Servicing Officer and the supporting information described above. Any such determination shall
be conclusive and binding on the Master Servicer, the Special Servicer and the Trustee.


 






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Any
such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
or prohibit any such other authorized Person from making a determination, that a P&I Advance constitutes, or would constitute
a Nonrecoverable Advance) and (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer)
may obtain, at the expense of the Trust Fund (subject, in the case of any Serviced Loan Combination, to the allocation provisions
of the related Intercreditor Agreement), any analysis, Appraisals or market value estimates or other information for such purposes.
Absent bad faith, any such determination as to the recoverability of any P&I Advance shall be conclusive and binding on the
Certificateholders.


 


Notwithstanding
the above, (i) the Trustee shall be entitled to rely conclusively on and be bound by any determination by the Master Servicer
or the Special Servicer, as applicable, that a P&I Advance, if made, would be a Nonrecoverable P&I Advance and (ii) the
Master Servicer will be entitled to rely conclusively on and be bound by any determination of the Special Servicer that a P&I
Advance, if made, would be a Nonrecoverable P&I Advance (but this statement shall not be construed to entitle the Special
Servicer to reverse any other authorized Person’s determination, or to prohibit any such other authorized Person from making
a determination that an advance constitutes, or would constitute, a Nonrecoverable Advance). The Trustee, in determining whether
or not a P&I Advance previously made is, or a proposed P&I Advance, if made, would be, a Nonrecoverable P&I Advance
shall use its good faith business judgment. The Special Servicer shall promptly furnish the Master Servicer and the Trustee with
any information in its possession regarding the Specially Serviced Loans and REO Properties as each such party may reasonably
request for purposes of making recoverability determinations. Notwithstanding anything to the contrary in this Agreement, the
Special Servicer shall have no obligation to make an affirmative determination that any P&I Advance is, or would be, a Nonrecoverable
P&I Advance, and in the absence of a determination by the Special Servicer that such a P&I Advance is a Nonrecoverable
P&I Advance, then all such decisions shall remain with the Master Servicer or Trustee, as applicable.


 


(d)          In
connection with the recovery of any P&I Advance out of the Collection Account pursuant to Section 3.06(a) of this Agreement
or any Serviced Loan Combination Collection Account pursuant to Section 3.06(b) of this Agreement, the Master Servicer
shall be entitled to pay itself or the Trustee, as the case may be (in reverse of such order with respect to any Mortgage Loan
or REO Property) out of any amounts then on deposit in the Collection Account or the applicable Serviced Loan Combination Collection
Account (subject to the provisions of Section 3.06) (to the extent amounts therein relate to the Mortgage Loans, taking into
account the related Intercreditor Agreement), interest at the Advance Rate in effect from time to time, accrued on the amount
of such P&I Advance from the date made to but not including the date of reimbursement with respect to the Mortgage Loan that
the Master Servicer is servicing. The Master Servicer shall reimburse itself or the Trustee, as the case may be, for any outstanding
P&I Advance as soon as practicably possible after funds available for such purpose are deposited in the Collection Account
or the applicable Serviced Loan Combination Collection Account with respect to the Mortgage Loan that the Master Servicer is servicing.


 


Notwithstanding
anything to the contrary contained in Section 4.06 of this Agreement, (i) neither the Master Servicer nor the Trustee
shall make an advance for Excess Interest, Yield Maintenance Charges or Penalty Charges and (ii) if the Master Servicer receives


 






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notice
of an Appraisal Reduction Event and the related Appraisal Reduction Amount, the interest portion of any P&I Advance with respect
to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) as to which there has been an Appraisal Reduction Amount will be
an amount equal to the product of (x) the amount required to be advanced without giving effect to the Appraisal Reduction
Amount and (y) a fraction, the numerator of which is the Stated Principal Balance of such Mortgage Loan as of the immediately
preceding Determination Date less any Appraisal Reduction Amount applicable to such Mortgage Loan and the denominator of which
is the Stated Principal Balance of such Mortgage Loan as of such Determination Date. All P&I Advances for any Mortgage Loans
that have been modified shall be calculated on the basis of their terms as modified. With respect to any Non-Serviced Mortgage
Loan, if the Master Servicer or the Trustee, as applicable, does not receive notice of an Appraisal Reduction Event and the related
Appraisal Reduction Amount from the related Other Servicer, then the Master Servicer or the Trustee, as applicable, shall have
no obligation to proportionately reduce the interest portion of any P&I Advance required to be made by the Master Servicer
or the Trustee, as applicable. With respect to any Non-Serviced Companion Loan that has already been securitized prior to the
Closing Date, the Master Servicer, on behalf of the Trust, shall notify each Other Servicer and each Other Trustee of a Non-Serviced
Mortgage Loan that (a) such Non-Serviced Mortgage Loan has been included in this Trust and (b) upon (i) the existence of an Appraisal
Reduction Event and/or (ii) the related calculation of any Appraisal Reduction Amount (or receipt of notice of any such calculation),
such Other Servicer shall provide the Master Servicer (who shall promptly provide to the Special Servicer and, prior to a Consultation
Termination Event, to the Directing Holder) and the Trustee with prompt written notice of the existence of any such Appraisal
Reduction Event and/or any such Appraisal Reduction Amount once calculated. With respect to any Serviced Companion Loan, the Master
Servicer and the Trustee shall notify the related Other Servicer and Other Trustee of the existence of an Appraisal Reduction
Event and any related Appraisal Reduction Amount. The Master Servicer and the Trustee shall be deemed to have delivered notice
of any such Appraisal Reduction Event and any related Appraisal Reduction Amount if the Master Servicer includes such event and/or
amount in its monthly servicer statements provided to the other servicer.




The
portion of any Insurance Proceeds and Net Liquidation Proceeds in respect of a Mortgage Loan or any REO Loan allocable to principal
shall equal the total amount of such proceeds minus (i) any portion thereof payable to the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Trustee pursuant to this Agreement and (ii) a portion thereof
equal to the interest component of the Monthly Payment(s), as accrued at the related Net Mortgage Pass-Through Rate from the date
as to which interest was last paid by the Borrower up to but not including the Due Date in the Collection Period in which such
proceeds are received; provided, if the interest portion(s) of one or more P&I Advances with respect of such Mortgage
Loan or REO Loan, as applicable, were reduced as a result of an Appraisal Reduction Event, the amount of the Net Liquidation Proceeds
to be applied to interest shall be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation
Proceeds to be applied to principal shall be increased by such amount, and if the amount of the Net Liquidation Proceeds to be
applied to principal has been applied to pay the principal of such Mortgage Loan or REO Loan in full, any remaining Net Liquidation
Proceeds shall then be applied to pay any remaining accrued and unpaid interest of such Mortgage Loan or REO Loan.


 



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(e)          With
respect to any Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer and the Trustee will each be permitted to
make its determination that the Master Servicer or the Trustee has made a P&I Advance on such Mortgage Loan that is a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance with respect
to such Mortgage Loan in accordance with Section 4.07(a) independently of any determination made by the Other Servicer
(or any master servicer with respect to a commercial mortgage securitization holding another Non-Serviced Companion Loan related
to such Non-Serviced Mortgage Loan, if any) under the Other Pooling and Servicing Agreement (or any pooling and servicing agreement
with respect to a commercial mortgage securitization holding another Non-Serviced Companion Loan related to such Non-Serviced
Mortgage Loan, if any). If the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that a proposed
P&I Advance with respect to any Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to any
Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the
Special Servicer or the Trustee, as applicable, shall provide the Other Servicer (and any master servicer with respect to a commercial
mortgage securitization holding another Non-Serviced Companion Loan related to such Non-Serviced Mortgage Loan, if any), the Other
Special Servicer and Other Trustee with written notice of such determination, promptly and in any event within two (2) Business
Days after such determination or such longer time period permitted by the applicable Intercreditor Agreement. If the Master Servicer
receives written notice from an Other Servicer (or any master servicer with respect to a commercial mortgage securitization holding
another Non-Serviced Companion Loan related to such Non-Serviced Mortgage Loan, if any) that it has determined, with respect to
the related Non-Serviced Companion Loan, that any proposed advance of principal and/or interest with respect to the related Non-Serviced
Companion Loan would be, or any outstanding advance of principal and interest is, a nonrecoverable advance of principal and/or
interest, such determination shall not be binding on the Certificateholders, the Master Servicer or the Trustee; provided
that, with respect to each Non-Serviced Loan Combination, each of the Master Servicer and the Trustee shall be entitled to conclusively
rely on any such nonrecoverability determination.


 


If
the Master Servicer receives notice from a Rating Agency that it is no longer approved as a master servicer for commercial mortgage
securitizations, it shall promptly notify the Trustee, any Other Trustee, any Other Servicer and any other trustee or master servicer
with respect to each commercial mortgage securitization that holds a Non-Serviced Companion Loan related to a Non-Serviced Mortgage
Loan, if any.


 


(f)          With
respect to any Serviced Loan Combination that has a Serviced Companion Loan, the Master Servicer will be permitted to make its
determination that it has made a P&I Advance on the related Mortgage Loan that is a Nonrecoverable P&I Advance or that
any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance with respect to such Mortgage Loan in
accordance with Section 4.07(a) independently of any determination made in respect of the related Serviced Companion
Loan, by the master servicer under the related Other Pooling and Servicing Agreement. If the Master Servicer or Trustee, as applicable,
determines that a proposed P&I Advance with respect to such Serviced Loan Combination, if made, or any outstanding P&I
Advance with respect to any such Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance or if
the Master Servicer or Trustee, as applicable, subsequently determines that a proposed Property Advance


 






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would
be a Nonrecoverable Advance or an outstanding Property Advance is or would be a Nonrecoverable Advance, the Master Servicer or
Trustee, as applicable, shall provide the Other Servicer, Other Special Servicer and the Other Trustee under each related Other
Pooling and Servicing Agreement with written notice of such determination, promptly and in any event within two (2) Business Days
after such determination or such longer time period permitted by the applicable Intercreditor Agreement. If the Master Servicer
receives written notice from any master servicer under any such Other Pooling and Servicing Agreement that such master servicer
has determined, with respect to the related Serviced Companion Loan, that any proposed advance of principal and/or interest with
respect to such Serviced Companion Loan would be, or any outstanding advance of principal and interest is, a nonrecoverable advance
of principal and/or interest, such determination shall not be binding on the Certificateholders, the Master Servicer or the Trustee;
provided that, with respect to each Non-Serviced Loan Combination, each of the Master Servicer and the Trustee shall be
entitled to conclusively rely on any such nonrecoverability determination.




If
the Master Servicer or Special Servicer receives notice from a Rating Agency that it is no longer approved as a master servicer
or a special servicer, as applicable, for commercial mortgage securitizations, it shall promptly notify the Trustee, any Other
Trustee, any Other Servicer and any other trustee or master servicer with respect to each commercial mortgage securitization that
holds a Serviced Pari Passu Companion Loan related to any Serviced Loan Combination, if any.


 


(g)          The
Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes to the extent
permitted pursuant to Section 3.06 of this Agreement together with any related Advance Interest Amount in respect of such
P&I Advances to the extent permitted pursuant to Section 3.06 of this Agreement and the Master Servicer and the Special
Servicer each hereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related Borrowers
to the extent permitted by applicable law and the related Mortgage Loan and this Agreement.


 


Section 4.08     Appraisal
Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Termination Event has
occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the
Special Servicer, Appraisal Reduction Amounts allocated to the Mortgage Loans will be allocated to each Class of Sequential
Pay Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate
Balance of each such Class of Certificates is reduced to zero (i.e., first, to the Class H Certificates; second,
to the Class G Certificates, third, to the Class F Certificates, fourth, to the Class E
Certificates, fifth, to the Class D Certificates, sixth, to the Class C Certificates, seventh,
to the Class B Certificates, eighth, to the Class A-M Certificates, and finally, to the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, pro rata, based on their
Certificate Balances).


 


The
Master Servicer shall notify the Certificate Administrator of the amount of any Appraisal Reduction Amount allocated to each Mortgage
Loan or Serviced Loan Combination. Based on information in its possession, the Certificate Administrator shall determine from
time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling
Class, the Certificate Administrator shall notify the Master Servicer, the Special Servicer and the Operating Advisor of such
event, including the


 






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identity
and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from the Depository
being an expense of the Trust).




(b)     The
Holders of the majority (by Certificate Balance) of any Class of Control Eligible Certificates whose aggregate Certificate Balance,
as notionally reduced by Appraisal Reduction Amounts allocated thereto, is less than 25% of the initial Certificate Balance of
such Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount
in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal
of any Mortgage Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”),
and use its commercially reasonable efforts to obtain an Appraisal prepared on an “as-is” basis by an MAI appraiser
reasonably acceptable to the Special Servicer within 60 days from receipt of the Requesting Holders’ written request.
Any Appraised-Out Class for which the Requesting Holders are challenging the Appraisal Reduction Amount determination shall not
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 most senior Control Eligible Certificates, if any, during such period.


 


In
addition, the Requesting Holders of any Appraised-Out Class shall have the right, at their sole expense, to require the Special
Servicer to order an additional appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event
has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties that would have a material effect on
its Appraised Value, and the Special Servicer shall use reasonable efforts to obtain an Appraisal prepared on an “as-is”
basis by an MAI appraiser reasonably acceptable to the Special Servicer within 60 days from receipt of the Requesting Holders’
written request; provided that the Special Servicer shall not be required to obtain such appraisal if it determines in
accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties
have occurred that would have a material effect on the Appraised Value of the related Mortgaged Property or Mortgaged Properties.
The right of the holders of an Appraised-Out Class to require the Special Servicer to order an additional appraisal as described
in this paragraph shall be limited to no more frequently than once in any 9-month period with respect to any Mortgage Loan.


 


Upon
receipt of any such second Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether,
based on its assessment of such second Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so
warranted shall direct the Master Servicer to, and the Master Servicer shall, recalculate such Appraisal Reduction Amount based
upon such second Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling
Class.


 


Appraisals
that are permitted to be obtained by the Special Servicer at the request of holders of an Appraised-Out Class shall be in addition
to any appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this
Agreement without regard to any appraisal requests made by any holder of an Appraised-Out Class.


 






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(c)          An
appraisal for any Mortgage Loan that has not been brought current for at least three consecutive months (or paid in full, liquidated,
repurchased or otherwise disposed of) will be updated every 9 months for so long as an Appraisal Reduction Event exists.


 


(d)          Notwithstanding
the foregoing, within 60 days after an Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring
by reason of clause (ii) of the definition thereof, within 30 days of such Appraisal Reduction Event) (i) with
respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) or applicable Serviced Loan Combinations having a Stated Principal
Balance of $2,000,000 or higher, the Special Servicer shall order and use commercially reasonable efforts to obtain an Updated
Appraisal or (ii) with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) or applicable Serviced Loan Combinations
having a Stated Principal Balance of less than $2,000,000, the Special Servicer, at its option, shall (A) provide a Small
Loan Appraisal Estimate within the same time period as an Appraisal would otherwise be required and such Small Loan Appraisal
Estimate shall be used in lieu of an Updated Appraisal to calculate the Appraisal Reduction Amount for such Mortgage Loans or
applicable Serviced Loan Combinations; or (B) order and use commercially reasonable efforts to obtain an Updated Appraisal.


 


(e)          On
the first Distribution Date occurring at least two (2) Business Days after the delivery of an Updated Appraisal or completion
of a Small Loan Appraisal Estimate, as applicable, the Master Servicer shall adjust the Appraisal Reduction Amount to take into
account such Updated Appraisal or Small Loan Appraisal Estimate, as applicable, obtained from the Special Servicer. Each Appraisal
Reduction Amount shall also be adjusted to take into account any subsequent Small Loan Appraisal Estimate or Updated Appraisal,
as applicable, and any letter updates, as of the date of each such subsequent Small Loan Appraisal Estimate, Updated Appraisal
or letter update, as applicable.


 


Section 4.09     Grantor
Trust Reporting. (a) The Certificate Administrator shall maintain adequate books and records to account for the
separate entitlements of the Grantor Trust.


 


(b)          The
parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions thereof
shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage
of market fluctuations or so as to improve the rate of return of the Class V Certificates, and shall otherwise comply with
Treasury Regulations Section 301.7701-4(c). The Certificate Administrator shall file or cause to be filed with the IRS Form
1041 (or, if the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other form as may be applicable
and shall furnish or cause to be furnished to the Holders of the Class V Certificates their allocable share of income and
expense with respect to the Class V Specific Grantor Trust Assets and proceeds thereof, as such amounts are received or accrue,
as applicable.


 


(c)          (i)
The Grantor Trust will be treated as a WHFIT that is a WHMT and, the Certificate Administrator shall report as required under
the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do
so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator shall be entitled to assume that
the Class V Certificates is not held by any “Middleman” until such


 






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time
as it receives notice that any Class V Certificate is held through a “Middleman,” and shall not be liable for any
tax reporting penalties that may arise under the WHFIT Regulations, and shall be entitled to indemnification in accordance with
the terms of this Agreement in the event that the IRS makes a determination that such assumption or notice is incorrect.


 


(ii)          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 (via the Certificate Administrator’s Website) WHFIT information to Certificateholders annually. In addition,
the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information
to any Certificateholder, unless requested by the Certificateholder.


 


(iii)          The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the
Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.
Each 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.


 


(iv)         To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate
Administrator’s 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 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 V



THE CERTIFICATES


 


Section 5.01     The
Certificates. (a) The Certificates consist of the Class A-1 Certificates, the Class A-2 Certificates, the
Class A-SB Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates, the
Class A-M Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-C Certificates,
the Class X-D Certificates, the Class X-E Certificates, the Class X-F Certificates, the Class B Certificates, the
Class C


 






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Certificates,
the Class D Certificates, the Class E Certificates, the Class F Certificates, the Class G Certificates, the
Class H Certificates, the Class V Certificates, the Class R Certificates and the Class LR Certificates.


 


The
Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-M, Class X-A, Class X-B,
Class X-C, Class X-D, Class X-E, Class X-F, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class V, Class R and Class LR Certificates will be substantially in the forms for such Class of Certificates
as set forth next to such Classes in the Table of Exhibits to this Agreement. The Certificates of each Class (other than
the Class V, Class R and Class LR Certificates) will be issuable in registered form only, in minimum denominations
of authorized Certificate Balance or Notional Balance, as applicable, as described in the succeeding table, and multiples of $l
in excess thereof (or such lesser amount if the Certificate Balance or Notional Balance, as applicable, is not a multiple of $1).
With respect to any Certificate or any beneficial interest in a Certificate, the “Denomination” thereof shall be (i) the
amount (A) set forth on the face thereof or (B) in the case of any Global Certificate, set forth on a schedule attached
thereto or, in the case of any beneficial interest in a Global Certificate, the amount set forth on the books and records of the
related Depository Participant or indirect participating brokerage firm, as applicable, (ii) expressed in terms of Certificate
Balance or Notional Balance, as applicable, and (iii) be in an authorized denomination, as set forth below.




	 	 	 	 	 	 	 	 
	Class	 	Minimum

    Denomination	 	Aggregate
    Denomination of

    all Certificates of Class
	A-1	 	$	10,000	 	 	$	70,050,000	 
	A-2	 	$	10,000	 	 	$	14,840,000	 
	A-SB	 	$	10,000	 	 	$	107,950,000	 
	A-3	 	$	10,000	 	 	$	8,360,000	 
	A-4	 	$	10,000	 	 	$	300,000,000	 
	A-5	 	$	10,000	 	 	$	470,508,000	 
	X-A	 	$	100,000	 	 	$	1,056,733,000	 
	A-M	 	$	10,000	 	 	$	85,025,000	 
	B	 	$	10,000	 	 	$	95,435,000	 
	C	 	$	10,000	 	 	$	62,467,000	 
	D	 	$	10,000	 	 	$	71,143,000	 
	X-B	 	$	1,000,000	 	 	$	157,902,000	 
	X-C	 	$	1,000,000	 	 	$	71,143,000	 
	X-D	 	$	1,000,000	 	 	$	31,234,000	 
	X-E	 	$	1,000,000	 	 	$	29,498,000	 
	X-F	 	$	1,000,000	 	 	$	41,645,303	 
	E	 	$	100,000	 	 	$	31,234,000	 
	F	 	$	100,000	 	 	$	13,881,000	 
	G	 	$	100,000	 	 	$	15,617,000	 
	H	 	$	100,000	 	 	$	41,645,303	 







 


Each
Certificate will share ratably in all rights of the related Class. 


 


The
Class V, Class R and Class LR Certificates will each be issuable in one or more Individual Certificates in minimum
denominations of 5% Percentage Interests and integral multiples of a 1% Percentage Interest in excess thereof and together aggregating
the entire 100% Percentage Interest in each such Class.


 






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The
Global Certificates shall be issued as one or more certificates registered in the name of a nominee designated by the Depository,
and Beneficial Owners shall hold interests in the Global Certificates through the book-entry facilities of the Depository in the
minimum Denominations and aggregate Denominations and Classes as set forth above.


 


The
Global Certificates shall in all respects be entitled to the same benefits under this Agreement as Individual Certificates authenticated
and delivered hereunder.


 


(b)          Except
insofar as pertains to any Individual Certificate, the Trust Fund, the Certificate Administrator, the Paying Agent and the Trustee
may for all purposes (including the making of payments due on the Global Certificates and the giving of notice to Holders thereof)
deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Global Certificates for
the purposes of exercising the rights of Certificateholders hereunder; provided, that, for purposes of transmitting communications
pursuant to Section 5.05(a) of this Agreement, to the extent that the Depositor has provided the Certificate Administrator
with the names of Beneficial Owners (even if such Certificateholders hold their Certificates through the Depository) the Certificate
Administrator shall provide such information to such Beneficial Owners directly. The rights of Beneficial Owners with respect
to Global Certificates shall be limited to those established by law and agreements between such Certificateholders and the Depository
and Depository Participants. Except as set forth in Section 5.01(e) below, Beneficial Owners of Global Certificates shall
not be entitled to physical certificates for the Global Certificates as to which they are the Beneficial Owners. Requests and
directions from, and votes of, the Depository as Holder of the Global Certificates shall not be deemed inconsistent if they are
made with respect to different Beneficial Owners. Subject to the restrictions on transfer set forth in this Section 5.01
of this Agreement and Applicable Procedures, the holder of a beneficial interest in a Private Global Certificate may request that
the Certificate Administrator cause the Depository (or any Agent Member) to notify the Certificate Registrar and the Certificate
Custodian in writing of a request for transfer or exchange of such beneficial interest for an Individual Certificate or Certificates.
Upon receipt of such a request and payment by the related Beneficial Owner of any attendant expenses, the Certificate Administrator
shall cause the issuance and delivery of such Individual Certificates. The Certificate Registrar may establish a reasonable record
date in connection with solicitations of consents from or voting by Certificateholders and give notice to the Depository of such
record date. Without the written consent of the Certificate Registrar, no Global Certificate may be transferred by the Depository
except to a successor Depository that agrees to hold the Global Certificates for the account of the Beneficial Owners.


 


(c)          Any
of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted
or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required
to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the
Certificates are admitted to trading, or to conform to general usage.


 






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(d)          The
Global Certificates (i) shall be delivered by the Certificate Registrar to the Depository or, pursuant to the Depository’s
instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and in either case shall be registered
in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect:


 


“Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.”


 


The
Global Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate,
and shall bear such legend as may be appropriate.


 


(e)          If
(i) the Depository advises the Certificate Administrator in writing that the Depository is no longer willing or able properly
to discharge its responsibilities as Depository, and the Depositor is unable to locate a qualified successor or (ii) the
Depositor, at its sole option, elects in writing to the Certificate Administrator and to the Depository to terminate the book-entry
system through the Depository with respect to all or any portion of any Class of Certificates, the Certificate Administrator shall
notify the affected Beneficial Owner or Owners through the Depository of the occurrence of such event and the availability of
Individual Certificates to such Beneficial Owners requesting them. Upon surrender to the Certificate Administrator of Global Certificates
by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate
Administrator shall issue the Individual Certificates. Neither the Trustee, the Certificate Administrator, the Certificate Registrar,
the Master Servicer, the Special Servicer nor the Depositor shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions. Upon the issuance of Individual Certificates, the Trustee,
the Certificate Administrator, the Certificate Registrar and the Master Servicer shall recognize the Holders of Individual Certificates
as Certificateholders hereunder.


 


(f)           If
the Trustee, its agents, the Certificate Administrator, its agents or the Master Servicer or Special Servicer have instituted
or have been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the
Certificates, and the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer have been advised by
counsel that in connection with such proceeding it is necessary or appropriate for the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer to obtain possession of the Certificates, the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer may in their sole discretion determine that the Certificates represented by the Global
Certificates shall no longer be represented by such Global Certificates. In such event, the Certificate Administrator or the Authenticating
Agent will execute and authenticate and the


 






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Certificate
Registrar will deliver, in exchange for such Global Certificates, Individual Certificates (and if the Certificate Administrator
or the Certificate Custodian has in its possession Individual Certificates previously executed, the Authenticating Agent will
authenticate and the Certificate Registrar will deliver such Certificates) in a Denomination equal to the aggregate Denomination
of such Global Certificates.




(g)          If
the Trust Fund ceases to be subject to Section 13 or 15(d) of the Exchange Act, the Certificate Administrator shall
make available to each Holder and Beneficial Owner of a Class of Certificates, upon request of such a Holder, information, to
the extent such information is in its possession, substantially equivalent in scope to the information currently filed by the
Certificate Administrator with the Commission pursuant to the Exchange Act, plus additional information required to be provided
for securities qualifying for resales under Rule 144A under the Act.


 


For
so long as the Class V, Class R or Class LR Certificates remain outstanding, none of the Depositor, the Trustee or the Certificate
Registrar shall take any action which would cause the Trust Fund to fail to be subject to Section 15(d) of the Exchange
Act.


 


(h)          Each
Certificate may be printed or in typewritten or similar form, and each Certificate shall, upon original issue, be executed and
authenticated by the Certificate Administrator or the Authenticating Agent and delivered to, or at the order of, the Depositor.
All Certificates shall be executed by manual or facsimile signature on behalf of the Certificate Administrator or Authenticating
Agent by an authorized officer or signatory. Certificates bearing the signature of an individual who was at any time the proper
officer or signatory of the Certificate Administrator or Authenticating Agent shall bind the Certificate Administrator or Authenticating
Agent, notwithstanding that such individual has ceased to hold such office or position prior to the delivery of such Certificates
or did not hold such office or position at the date of such Certificates. 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 in the form
set forth in Exhibits A-1 through A-23 executed by the Authenticating Agent by manual signature, and such certificate
of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.


 


(i)          If,
in connection with any Distribution Date, the Certificate Administrator shall have reported the amount of an anticipated distribution
to the Depository based on the expected receipt of any monthly payment based on information set forth in any report of the Master
Servicer or the Special Servicer, or any other monthly payment, Balloon Payment or prepayment expected to be or which is paid
on the last two Business Days preceding such Distribution Date, and the related Borrower fails to make such payments at such time,
the Certificate Administrator shall use commercially reasonable efforts to cause the Depository to make the revised distribution
on a timely basis on such Distribution Date. The Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer
and the Special Servicer shall not be liable or held responsible for any resulting delay (or claims by the Depository resulting
therefrom) in the making of such distribution to Certificateholders. Any out-of-pocket costs incurred by the Certificate Administrator
as a consequence of a Borrower failing to make such payments shall be reimbursable to the Certificate Administrator as an expense
of the Trust Fund.


 






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Section 5.02     Registration,
Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at its offices
books (the “Certificate Register”) for the registration, transfer and exchange of Certificates (the
Certificate Administrator, in such capacity, being the “Certificate Registrar”). The Depositor, the
Trustee, the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a
copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and
addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, in no
event shall the Certificate Registrar be required to maintain in the Certificate Register the names of the individual
Participants holding beneficial interests in the Trust Fund through the Depository. The Person in whose name any Certificate
is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the
Depositor, Certificate Registrar, the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator, any
Paying Agent and any agent of any of them shall not be affected by any notice or knowledge to the contrary. An Individual
Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its
offices together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the
requirements of Section 5.01(h) and Sections 5.02(c), (d), (e), (f), (g), (h) and (i) of this Agreement. Upon request of
the Certificate Administrator, the Certificate Registrar shall provide the Certificate Administrator with the names,
addresses and Percentage Interests of the Holders.


 


(b)          Upon
surrender for registration of transfer of any Individual Certificate, subject to the requirements of Sections 5.02(c), (d),
(e), (f), (g), (h) and (i) of this Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like
aggregate Denomination as the Individual Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Section 5.02(e) of this Agreement. Each Certificate surrendered for registration of transfer
shall be canceled and subsequently destroyed by the Certificate Registrar. Each new Certificate issued pursuant to this Section 5.02
shall be registered in the name of any Person as the transferring Holder may request, subject to the provisions of Sections 5.01(h)
and 5.02(c), (d), (e), (f), (g), (h) and (i) of this Agreement.


 


(c)          In
addition to the provisions of Sections 5.01(h) and 5.02(d), (e), (f), (g), (h) and (i) of this Agreement and the rules of
the Depository, the exchange, transfer and registration of transfer of Private Certificates that are Individual Certificates or
beneficial interests in the Private Global Certificates shall be subject to the following restrictions:


 


(i)           Transfers
between Holders of Individual Certificates. With respect to the transfer and registration of transfer of an Individual Certificate
representing an interest in a Class of Private Certificates to a transferee that takes delivery in the form of an Individual Certificate:


 


(A)     Other
than the initial transfer from the Initial Purchasers to an initial investor, the Certificate Registrar shall register the transfer
of such Individual Certificate if the requested transfer is being made by a transferee who has provided the Certificate Registrar
with an Investment Representation Letter


 






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substantially in the form of Exhibit D-1 to this Agreement (an “Investment
Representation Letter”), to the effect that the transfer is being made to a Qualified Institutional Buyer in accordance
with Rule 144A;


 


(B)          The
Certificate Registrar shall register the transfer of such Individual Certificate pursuant to Regulation S after the expiration
of the Restricted Period if (1) the transferor has provided the Certificate Registrar with a Regulation S Transfer Certificate
substantially in the form of Exhibit G to this Agreement (a “Regulation S Transfer Certificate”),
and (2) the transferee furnishes to the Certificate Registrar an Investment Representation Letter; or


 


(C)          The
Certificate Registrar shall register the transfer of such Individual Certificate if prior to the transfer such transferee furnishes
to the Certificate Registrar (1) an Investment Representation Letter to the effect that the transfer is being made to an
Institutional Accredited Investor or to an Affiliated Person in accordance with an applicable exemption under the Act, and (2) in
the case of a transfer to an Affiliated Person, an opinion of counsel acceptable to the Certificate Registrar that such transfer
is in compliance with the Act;


 


and,
in each case, the Certificate Registrar shall register the transfer of such Individual Certificate only if prior to the transfer
the transferee furnishes to the Certificate Registrar a written undertaking by the transferor to reimburse the Trust Fund for
any costs incurred by it in connection with the proposed transfer. In addition, the Certificate Registrar may, as a condition
of the registration of any such transfer, require the transferor to furnish such other certificates, legal opinions or other information
(at the transferor’s expense) as the Certificate Registrar may reasonably require to confirm that the proposed transfer
is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act and
other applicable laws.


 


(ii)          Transfers
within the Private Global Certificates. Notwithstanding any provision to the contrary herein, so long as a Private Global
Certificate remains outstanding and is held by or on behalf of the Depository, transfers within such Global Certificate shall
only be made in accordance with this Section 5.02(c)(ii).


 


(A)          Rule 144A
Global Certificate to Regulation S Global Certificate During the Restricted Period. If, during the Restricted Period, a Beneficial
Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial interest in such Rule 144A
Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Regulation
S Global Certificate, such Beneficial Owner may, in addition to complying with all applicable rules and procedures of the Depository
and Clearstream or Euroclear applicable to transfers by their respective participants (the “Applicable Procedures”),
transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Global Certificate
only upon compliance with the provisions of this Section 5.02(c)(ii)(A). Upon receipt by the Certificate Registrar at the
Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member
directing the Certificate Registrar to credit or cause to be credited to another specified


 






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Agent Member’s account a beneficial
interest in the Regulation S Global Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A
Global Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information
regarding the account of the Agent Member and the Euroclear or Clearstream account, as the case may be, to be credited with, and
the account of the Agent Member to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit H
to this Agreement given by the Beneficial Owner of such interest, the Certificate Registrar shall instruct the Depository
or the Certificate Custodian, as applicable, to reduce the Denomination of the Rule 144A Global Certificate by the Denomination
of the beneficial interest in the Rule 144A Global Certificate to be so transferred and, concurrently with such reduction,
to increase the Denomination of the Regulation S Global Certificate by the Denomination of the beneficial interest in the Rule 144A
Global Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such
instructions (who shall be an Agent Member acting for or on behalf of Euroclear or Clearstream, or both, as the ease may be) a
beneficial interest in the Regulation S Global Certificate having a Denomination equal to the amount by which the Denomination
of the Rule 144A Global Certificate was reduced upon such transfer.


 


(B)          Rule 144A
Global Certificate to Regulation S Global Certificate After the Restricted Period. If, after the Restricted Period, a Beneficial
Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial interest in such Rule 144A
Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Regulation
S Global Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer
of such beneficial interest for an equivalent beneficial interest in such Regulation S Global Certificate only upon compliance
with the provisions of this Section 5.02(c)(ii)(B). Upon receipt by the Certificate Registrar at the Corporate Trust Office
of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate
Registrar to credit or cause to be credited to another specified Agent Member’s account a beneficial interest in the Regulation
S Global Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Global Certificate
to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding
the account of the Agent Member and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear
or Clearstream account, as the case may be, to be credited with, and the account of the Agent Member to be debited for, such beneficial
interest, and (3) a certificate in the form of Exhibit I to this Agreement given by the Beneficial Owner of such
interest, the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination
of the Rule 144A Global Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Global
Certificate to be so transferred and, concurrently with such reduction, to increase the Denomination of the Regulation S Global
Certificate by the aggregate


 






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Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred,
and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the
Regulation S Global Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Global
Certificate was reduced upon such transfer.


 


(C)          Regulation
S Global Certificate to Rule 144A Global Certificate. If the Beneficial Owner of an interest in a Regulation S Global
Certificate wishes at any time to transfer its beneficial interest in such Regulation S Global Certificate to a Person who wishes
to take delivery thereof in the form of a beneficial interest in the related Rule 144A Global Certificate, such Beneficial
Owner may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest
for an equivalent beneficial interest in such Rule 144A Global Certificate only upon compliance with the provisions of this
Section 5.02(c)(ii)(C). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (1) written instructions
given in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit or cause
to be credited to another specified Agent Member’s account a beneficial interest in the Rule 144A Global Certificate
in an amount equal to the Denomination of the beneficial interest in the Regulation S Global Certificate to be transferred, (2) a
written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member
to be credited with, and the account of the Agent Member or, if such account is held for Euroclear or Clearstream, the Euroclear
or Clearstream account, as the case may be, to be debited for, such beneficial interest, and (3) with respect to a transfer of
a beneficial interest in a Regulation S Global Certificate for a beneficial interest in the related Rule 144A Global Certificate
(i) during the Restricted Period, a certificate in the form of Exhibit J to this Agreement given by the holder
of such beneficial interest or (ii) after the Restricted Period, an Investment Representation Letter from the transferee
to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall instruct the Depository
or the Certificate Custodian, as applicable, to reduce the Denomination of the Regulation S Global Certificate by the aggregate
Denomination of the beneficial interest in the Regulation S Global Certificate to be transferred, and, concurrently with such
reduction, to increase the Denomination of the Rule 144A Global Certificate by the aggregate Denomination of the beneficial
interest in the Regulation S Global Certificate to be so transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions a beneficial interest in such Rule 144A Global Certificate having a Denomination
equal to the amount by which the Denomination of the Regulation S Global Certificate was reduced upon such transfer.


 


(iii)          Transfers
from the Private Global Certificates to Individual Certificates. Any and all transfers from a Private Global Certificate to
a transferee wishing to take delivery in the form of an Individual Certificate will require the transferee to take


 






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delivery subject
to the restrictions on the transfer of such Individual Certificate described in a legend set forth on the face of such Certificate
substantially in the form of Exhibit F to this Agreement (the “Securities Legend”), and such transferee
agrees that it will transfer such Individual Certificate only as provided therein and herein. No such transfer shall be made and
the Certificate Registrar shall not register any such transfer unless such transfer is made in accordance with this Section 5.02(c)(iii).


 


(A)          Transfers
of a beneficial interest in a Private Global Certificate to an Institutional Accredited Investor will require delivery in the
form of an Individual Certificate and the Certificate Registrar shall register such transfer only upon compliance with the provisions
of Section 5.02(c)(i)(C) of this Agreement.


 


(B)          Transfers
of a beneficial interest in a Private Global Certificate to a Qualified Institutional Buyer or a Regulation S Investor wishing
to take delivery in the form of an Individual Certificate will be registered by the Certificate Registrar only upon compliance
with the provisions of Section 5.02(c)(i)(A) or (B) of this Agreement, respectively.


 


(C)          Notwithstanding
the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to an Individual Certificate pursuant
to Subparagraph (B) above shall be made prior to the expiration of the Restricted Period.


 


Upon
acceptance for exchange or transfer of a beneficial interest in a Private Global Certificate for an Individual Certificate, as
provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Private Global Certificate (or
on a continuation of such schedule affixed to such Private 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 Private Global Certificate equal to
the Denomination of such Individual Certificate issued in exchange therefor or upon transfer thereof. Unless determined otherwise
by the Certificate Registrar and the Depositor in accordance with applicable law, an Individual Certificate issued upon transfer
of or exchange for a beneficial interest in the Private Global Certificate shall bear the Securities Legend.


 


(iv)          Transfers
of Individual Certificates to the Private Global Certificates. If a Holder of an Individual Certificate wishes at any time
to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related
Regulation S Global Certificate or the related Rule 144A Global Certificate, such transfer may be effected only in accordance
with the Applicable Procedures and this Section 5.02(c)(iv). Upon receipt by the Certificate Registrar at the Corporate Trust
Office of (l) the Individual Certificate to be transferred with an assignment and transfer pursuant to Section 5.05(a) of
this Agreement, (2) written instructions given in accordance with the Applicable Procedures from an Agent Member directing
the Certificate Registrar to credit or cause to be credited to a specified Agent Member’s account a beneficial interest
in such Regulation S Global Certificate or such Rule 144A Global Certificate, as the case may be, in an amount equal to the
Denomination of the Individual Certificate to be so transferred, (3) a written order given in accordance with


 






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the Applicable
Procedures containing information regarding the account of the Agent Member and, in the case of any transfer pursuant to Regulation
S, the Euroclear or Clearstream account, as the case may be, to be credited with such beneficial interest, and (4) (x) an
Investment Representation Letter from the transferee and, if delivery is to be taken in the form of a beneficial interest in the
Regulation S Global Certificate, a Regulation S Transfer Certificate from the transferor or (y) an Investment Representation
Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer if delivery is to be taken in
the form of a beneficial interest in the Rule 144A Global Certificate, the Certificate Registrar shall cancel such Individual
Certificate, execute and deliver a new Individual Certificate for the Denomination of the Individual Certificate not so transferred,
registered in the name of the Holder or the Holder’s transferee (as instructed by the Holder), and the Certificate Registrar
shall instruct the Depository or the Certificate Custodian, as applicable, to increase the Denomination of the Regulation S Global
Certificate or the Rule 144A Global Certificate, as the case may be, by the Denomination of the Individual Certificate to
be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions who, in the
case of any increase in the Regulation S Global Certificate during the Restricted Period, shall be an Agent Member acting for
or on behalf of Euroclear or Clearstream, or both, as the case may be, a corresponding Denomination of the Rule 144A Global
Certificate or the Regulation S Global Certificate, as the case may be.


 


It
is the intent of the foregoing that under no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional
Buyer take delivery in the form of a beneficial interest in a Private Global Certificate, other than the initial transfer from
the Initial Purchasers to an initial investor.


 


(v)         All
Transfers. An exchange of a beneficial interest in a Global Certificate for an Individual Certificate or Certificates, an
exchange of an Individual Certificate or Certificates for a beneficial interest in a Global Certificate and an exchange of an
Individual Certificate or Certificates for another Individual Certificate or Certificates (in each case, whether or not such exchange
is made in anticipation of subsequent transfer, and, in the case of the Global Certificates, so long as the Global Certificates
remain outstanding and are held by or on behalf of the Depository), may be made only in accordance with this Section 5.02
and in accordance with the rules of the Depository and Applicable Procedures.


 


(d)          If
Certificates are issued upon the transfer, exchange or replacement of Certificates not bearing the Securities Legend, the Certificates
so issued shall not bear the Securities Legend. If Certificates are issued upon the transfer, exchange or replacement of Certificates
bearing the Securities Legend, or if a request is made to remove the Securities Legend on a Certificate, the Certificates so issued
shall bear the Securities Legend, or the Securities Legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an opinion of counsel (at the expense of the party
requesting the removal of such legend) familiar with United States securities laws, as may be reasonably required by the
Certificate Registrar, that neither the Securities Legend nor the restrictions on transfers set forth therein are required to
ensure that transfers of any Certificate comply with the provisions of Rule 144A or Rule 144 under the Act or that such


 






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Certificate
is not a “restricted security” within the meaning of Rule 144 under the Act. Upon provision of such satisfactory
evidence, the Certificate Registrar shall execute and deliver a Certificate that does not bear the Securities Legend.




(e)          Subject
to the restrictions on transfer and exchange set forth in Section 5.01(i) and in this Section 5.02, the Holder of any
Individual Certificate may transfer or exchange the same in whole or in part (with a denomination equal to any authorized denomination)
by surrendering such Certificate at the office of the Certificate Administrator or at the office of any transfer agent appointed
as provided under this Agreement, together with an instrument of assignment or transfer (executed by the Holder or its duly authorized
attorney), in the case of transfer, and a written request for exchange, in the case of exchange. Following a proper request for
transfer or exchange, the Certificate Registrar shall, within five Business Days of such request if made at such office of the
Certificate Administrator or within ten Business Days if made at the office of a transfer agent (other than the Certificate Registrar),
execute and deliver at the office of the Certificate Administrator or at the office of such transfer agent, as the case may be,
to the transferee (in the case of transfer) or Holder (in the case of exchange) or send by first-class mail (at the risk of the
transferee in the case of transfer or Holder in the case of exchange) to such address as the transferee or Holder, as applicable,
may request, an Individual Certificate or Certificates, as the case may require, for a like aggregate Denomination and in such
Denomination or Denominations as may be requested. The presentation for transfer or exchange of any Individual Certificate shall
not be valid unless made at the office of the Certificate Administrator or at the office of a transfer agent by the registered
Holder in person, or by a duly authorized attorney-in-fact. The Certificate Registrar may decline to accept any request for an
exchange or registration of transfer of any Certificate during the period of 15 days preceding any Distribution Date.


 


(f)          An
Individual Certificate (other than an Individual Certificate issued in exchange for a beneficial interest in a Global Certificate
pursuant to Section 5.01 of this Agreement) or a beneficial interest in a Private Global Certificate may only be transferred
to Eligible Investors, as described herein. In the event that a Responsible Officer of the Certificate Registrar has actual knowledge
that such an Individual Certificate or beneficial interest in a Private Global Certificate is being held by or for the benefit
of a Person who is not an Eligible Investor, or that such holding is unlawful under the laws of a relevant jurisdiction, then
the Certificate Registrar shall have the right to void such transfer, if permitted under applicable law, or to require the investor
to sell such Individual Certificate or beneficial interest in a Private Global Certificate to an Eligible Investor within fourteen
days after notice of such determination and each Certificateholder by its acceptance of a Certificate authorizes the Certificate
Registrar to take such action.


 


(g)          Subject
to the provisions of this Section 5.02 regarding transfer and exchange, transfers of the Global Certificates shall be limited
to transfers of such Global Certificates in whole, but not in part, to nominees of the Depository or to a successor of the Depository
or such successor’s nominee.


 


(h)          No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in this Section 5.02 other than for transfers to Institutional Accredited Investors, as provided
herein. In connection with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust


 






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Fund
for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions,
submitted by the transferor or transferee to the Certificate Registrar as provided herein) incurred by the Certificate Registrar
in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any such transfer.




(i)          Subject
to Section 5.02(e) of this Agreement, transfers of the Class V, Class R and Class LR Certificates may
be made only in accordance with this Section 5.02(i). The Certificate Registrar shall register the transfer of a Class R
or Class LR Certificate only if (x) the transferor has advised the Certificate Registrar in writing that such Certificate
is being transferred to a Qualified Institutional Buyer and (y) prior to such transfer the transferee furnishes to the Certificate
Registrar an Investment Representation Letter. The Certificate Registrar shall register the transfer of a Class V Certificate
only if (x) the transferor has advised the Certificate Registrar in writing that such Certificate is being transferred to a Qualified
Institutional Buyer or an Affiliated Person or an Institutional Accredited Investor and (y) prior to such transfer the transferee
furnishes to the Certificate Registrar an Investment Representation Letter. In addition, the Certificate Registrar may as a condition
of the registration of any such transfer require the transferor to furnish such other certifications, legal opinions or other
information (at the transferor’s expense) as it may reasonably require to confirm that the proposed transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act and other applicable
laws.


 


(j)          No
transfer, sale, pledge or other disposition of any Class of Private Certificates or interest therein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Act and any
applicable state securities laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the
Depositor, the Master Servicer, the Certificate Administrator, the Trustee nor the Certificate Registrar are obligated to register
or qualify the Private Certificates under the Act or any other securities law or to take any action not otherwise required under
this Agreement to permit the transfer of such Private Certificates without registration or qualification. Any Certificateholder
desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the Master Servicer, the Certificate
Administrator, the Trustee and the Certificate Registrar, against any loss, liability or expense that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.


 


(k)          No
transfer of any Class E, Class F, Class G, Class H, Class V, Class R or Class LR Certificate
(each, a “Restricted Certificate”) shall be made to (i) an employee benefit plan subject to the fiduciary
responsibility provisions of ERISA, or Section 4975 of the Code, or a governmental plan, as defined in Section 3(32)
of ERISA, subject to any federal, state or local law (“Similar Law”) which is to a material extent similar
to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (ii) a collective investment fund
whose underlying assets include Plan assets by reason of a Plan’s investment in the collective investment fund (pursuant
to U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, an insurance company using the
assets of its general account under circumstances whereby such purchase and the subsequent holding of such Certificate by such
insurance company would be exempt from the “prohibited transaction” provisions of Sections 406 and 407 of ERISA
and


 






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Code
Section 4975 under Sections I and III of PTCE 95-60, or a substantially similar exemption under Similar Law. Each prospective
transferee of a Restricted Certificate shall either (A) deliver to the Depositor, the Certificate Registrar and the Certificate
Administrator, a transfer or representation letter, substantially in the form of Exhibit D-2 to this Agreement, stating
that the prospective transferee is not a Person referred to in (i) or (ii) above or (B) if the transferee is such an
entity specified in (i) or (ii) above (except in the case of a Class V Certificate or a Residual Certificate, which may not
be transferred unless the transferee represents it is not such an entity), such entity, at its own expense, shall provide any
opinion of counsel, officers’ certificates or agreements as may be required by, and in form and substance satisfactory to,
the Depositor, the Certificate Administrator and the Certificate Registrar, to the effect that the purchase and holding of the
Certificates by or on behalf of a Plan will not constitute or result in a non-exempt prohibited transaction within the meaning
of Sections 406 and 407 of ERISA and Section 4975 of the Code, and will not subject the Master Servicer, the Special
Servicer, the Operating Advisor, the Depositor, the Certificate Administrator, the Trustee or the Certificate Registrar to any
obligation or liability. None of the Certificate Administrator or the Certificate Registrar shall register a Class V, Class R
or Class LR Certificate in any Person’s name unless such Person has provided the letter referred to in clause (A) of
the preceding sentence. The transferee of a beneficial interest in a Global Certificate that is a Restricted Certificate shall
be deemed to represent that it is not a Plan or a Person acting on behalf of any Plan or using the assets of any Plan to acquire
such interest other than (with respect to transfers of beneficial interests in Global Certificates which are Restricted Certificates
other than the Class V Certificates and the Residual Certificates) an insurance company using the assets of its general account
under circumstances whereby such transfer to such insurance company would be exempt from the “prohibited transaction”
provisions of Sections 406 and 407 of ERISA and Section 4975 of the Code under Sections I and III of PTCE 95-60,
or a substantially similar exemption under Similar Law. Any transfer of a Restricted Certificate that would violate or result
in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or Similar Law shall be deemed absolutely
null and void ab initio.


 


(l)          Each
Person who has or acquires any Ownership Interest shall be deemed by the acceptance or acquisition of such Ownership Interest
to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership Interest are expressly
subject to the following provisions:


 


(i)          Each
Person acquiring or holding any Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Ownership
Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee.
Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status
of the beneficial owner of such Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence
of this Section 5.02(l) by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person
who is not a Permitted Transferee shall be void and of no effect, and the immediately preceding owner who was a Permitted Transferee
shall be restored to registered and beneficial ownership of the Ownership Interest as fully as possible.


 






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(ii)          No
Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the express
written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed
Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Ownership
Interest, the Certificate Registrar shall, as a condition to such consent, (x) require delivery to it in form and substance
satisfactory to it, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor an affidavit
in substantially the form attached as Exhibit C-1 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (i) the proposed transferee historically
has paid its debts as they have come due and intends to do so in the future, (ii) the proposed transferee understands that,
as the holder of an Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (iii) the
proposed transferee intends to pay taxes associated with holding the Ownership Interest as they become due, (iv) the proposed
transferee will not transfer the Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which
the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including
a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, (v) the proposed transferee will not
cause income from the Class R or Class LR Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the proposed transferee or any other U.S. Person and (vi) the
proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.02(l) and (y) other
than in connection with the initial issuance of the Class R and Class LR Certificates, require a statement from the
proposed transferor substantially in the form attached as Exhibit C-2 (the “Transferor Letter”),
that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual
knowledge or reason to know that the proposed transferee’s statements in the preceding clauses (x)(B)(i) or (iii) are
false.


 


(iii)          Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed
transferee is a Permitted Transferee.


 


Neither
the Certificate Administrator nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire
as to compliance with any restriction or transfer imposed under Article V of this Agreement or under applicable law with
respect to any transfer of any Certificate (including, without limitation, the Securities Legend), or any interest therein, other
than to require delivery of the certification(s) and/or opinions of counsel described in Article V applicable with respect
to changes in registration of record ownership of Certificates in the Certificate Register. The Certificate Administrator and
the Certificate Registrar shall have no liability for transfers, including transfers made through the book-entry facilities of
the


 






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Depository
or between or among Depository Participants or Beneficial Owners made in violation of applicable restrictions.




Upon
written notice to the Certificate Registrar, or upon the Certificate Registrar having actual knowledge, that there has occurred
a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee, or middleman) in
contravention of the foregoing restrictions, and in any event not later than 60 days after a request for information from
the transferor of such Ownership Interest, or such agent, the Certificate Registrar and the Certificate Administrator agree to
furnish to the IRS and the transferor of such Ownership Interest or such agent such information necessary to the application of
Section 860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the
total anticipated excess inclusions with respect to such Class R or Class LR Certificate (or portion thereof) for periods
after such Transfer. At the election of the Certificate Registrar and the Certificate Administrator, the Certificate Registrar
and the Certificate Administrator may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided that such Persons shall in no event be excused from furnishing such information.


 


Section 5.03     Mutilated,
Destroyed, Lost or Stolen Certificates. If (i) 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 (ii) there is delivered to the Certificate Registrar such security or indemnity as may be required by
it to save it and the Certificate Administrator harmless, then, in the absence of actual knowledge by a Responsible Officer
of the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate Administrator
or the Authenticating Agent shall execute and authenticate and the Certificate Registrar shall deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and of like tenor and
Percentage Interest. Upon the issuance of any new Certificate under this Section 5.03, 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 5.03 shall constitute complete and indefeasible evidence of ownership of the
corresponding interest in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.


 


Section 5.04     Appointment
of Paying Agent. The Certificate Administrator may appoint a paying agent (a “Paying Agent”) for the
purpose of making distributions to Certificateholders pursuant to Section 4.01 of this Agreement. The Certificate
Administrator shall cause such Paying Agent, if other than the Certificate Administrator, the Trustee or the Master Servicer,
to execute and deliver to the Master Servicer and the Trustee an instrument in which such Paying Agent shall agree with the
Master Servicer and the Trustee that such Paying Agent will hold all sums held by it for the payment to Certificateholders in
trust for the benefit of the Certificateholders entitled thereto until such sums have been paid to the Certificateholders or
disposed of as otherwise provided herein. The initial Paying Agent shall be the Certificate Administrator. Except for the
Certificate Administrator, as the initial Paying Agent, the Paying Agent shall at all times be an entity having a long-term
unsecured debt rating of at least “A2”


 






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from
Moody’s and “A” from Fitch, or shall be the subject of a No Downgrade Confirmation from each Rating Agency.




Section 5.05     Access
to Certificateholders’ Names and Addresses; Special Notices. (a) If any Certifying Certificateholder (for
purposes of this Section 5.05, an “Applicant”) applies in writing to the Certificate Registrar, and
such application states that the Applicant desires to communicate with other Certificateholders, the Certificate Registrar
shall furnish or cause to be furnished to such Applicant a list of the names and addresses of the Certificateholders as of
the most recent Record Date, at the expense of the Applicant.


 


(b)          Every
Certificateholder, by receiving and holding its Certificate, agrees with the Certificate Administrator and the Certificate Registrar
that the Certificate Administrator and the Certificate Registrar shall not be held accountable in any way by reason of the disclosure
of any information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such
information was derived.


 


(c)          Upon
the written request of any Certifying Certificateholder that (a) states that such Certificateholder desires the Certificate
Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted by other
Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact and
(b) provides a copy of the Special Notice which such Certificateholder proposes to transmit, the Certificate Administrator
shall deliver such Special Notice to all Certificateholders at their respective addresses appearing on the Certificate Register.
The costs and expenses of the Certificate Administrator associated with delivering with any such Special Notice shall be borne
by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate, agrees that neither
the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure of any such
Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


Section 5.06     Actions
of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Certificateholders 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 Certificate Administrator and the Trustee and, when required, to the Master Servicer. Proof of execution of
any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Certificate Administrator, the Trustee and the Master Servicer, if made in the manner provided in
this Section.


 


(b)          The
fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator or the Trustee deems sufficient.


 


(c)          Any
request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Certificate Administrator or the Trustee or the Master


 






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Servicer
in reliance thereon, whether or not notation of such action is made upon such Certificate.




(d)          The
Certificate Administrator, the Trustee or Certificate Registrar may require such additional proof of any matter referred to in
this Section 5.06 as it shall deem necessary.


 


Section 5.07     Rule
144A Information. The Certificate Administrator shall, upon request of any Certifying Certificateholder that is a Holder
of a Private Certificate or any beneficial owner of such a Certificate, furnish to such Holder or beneficial owner or a
prospective purchaser designated by such Holder or beneficial owner who is a Qualified Institutional Buyer the information
required to be delivered under Rule 144A(d)(4) under the Act, to the extent such information has been provided to the
Certificate Administrator and has been identified as Rule 144A information (which shall include all information on the
Certificate Administrator’s Website and all information currently required to be made available to Certificateholders,
as well as any other specifically identified information herein), if at the time of such request periodic reports are not
being filed with respect to the Trust under Section 13 or Section 15(d) of the Exchange Act.


 


Article VI

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE DIRECTING HOLDER AND THE OPERATING ADVISOR


 


Section 6.01     Liability
of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor. The Depositor, the Master
Servicer, the Special Servicer and the Operating Advisor each shall be liable in accordance herewith only to the extent of
the obligations specifically imposed by this Agreement.


 


Section 6.02     Merger
or Consolidation of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor. Subject to the
following paragraph, each of the Master Servicer and the Special Servicer shall keep in full effect its existence, rights and
good standing as a national banking association under the laws of the United States of America or a limited liability company
under the laws of the State of Florida, respectively, and shall not jeopardize its ability to do business in each
jurisdiction in which the Mortgaged Properties securing the Mortgage Loans that it is servicing are located or to protect the
validity and enforceability of this Agreement, the Certificates or any of such Mortgage Loans that it is servicing and to
perform its respective duties under this Agreement. In addition, subject to the following paragraph, the Operating Advisor
shall keep in full effect its existence, rights and good standing as a limited liability company under the laws of the State
of New York and shall not jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties are
located or to protect the validity and enforceability of this Agreement, the Certificates or any of such Mortgage Loans and
to perform its respective duties under this Agreement.


 


Each
of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor may be merged or consolidated with or into
any Person, or transfer all or substantially all of its assets to any Person, in which case any Person into which the Master Servicer,
the Special Servicer, the Depositor or the Operating Advisor may be merged or consolidated, or any


 






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Person
resulting from any merger or consolidation to which the Master Servicer, the Special Servicer, the Depositor or the Operating
Advisor is a party, or any Person succeeding to the business of the Master Servicer, the Special Servicer, the Depositor or the
Operating Advisor, shall be the successor of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor,
as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer,
the Depositor or the Operating Advisor, as applicable, hereunder, if each of the Rating Agencies has provided a No Downgrade Confirmation
relating to the Certificates and Serviced Companion Loan Securities, if any; provided that none of the Depositor, Master
Servicer, Special Servicer or Operating Advisor shall be required to obtain a No Downgrade Confirmation from any Rating Agency
if the Depositor, Master Servicer, Special Servicer or Operating Advisor, as applicable, is merged into or consolidated with a
Qualified Affiliate or transfers all or substantially all of its assets to a Qualified Affiliate; provided, further,
if the Master Servicer, the Special Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special
Servicer or the Operating Advisor, as applicable, is the surviving entity under applicable law, the Master Servicer, the Special
Servicer or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide a No Downgrade
Confirmation or obtain the consent of the Depositor. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating
Advisor may remain the Master Servicer, Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being
merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of
its assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special
Servicer or Operating Advisor, as applicable, is the surviving entity of such merger, consolidation or transfer and has been and
continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such
merger, consolidation or transfer, which consent shall not be unreasonably withheld.




Section 6.03     Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others. (a) None
of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor nor any Affiliates, directors, officers,
employees, members, managers, representatives or agents (including sub-servicers) of the Depositor, the Master Servicer, the
Special Servicer or the Operating Advisor shall be under any liability to the Trust Fund, the Certificateholders, any
Serviced Companion Loan Noteholders, any party hereto or any third party beneficiary for any action taken, or for refraining
from the taking of any action, in good faith pursuant to this Agreement (including actions taken or not taken at the
direction of any Directing Holder), or for errors in judgment; provided, that this provision shall not protect the
Depositor, the Master Servicer, the Special Servicer or the Operating Advisor, or any Affiliate, representative, member,
manager, director, officer, employee or agent (including sub-servicers) of the Depositor, the Master Servicer, the Special
Servicer or the Operating Advisor, against any breach of warranties or representations made herein, or against any liability
which would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence (or in the case of
(x) the Master Servicer or Special Servicer, by reason of any specific liability imposed hereunder for a breach of the
Servicing Standard or (y) the Operating Advisor, by reason of any specific liability imposed hereunder for a breach of
the Operating Advisor Standard) in the performance of duties or by reason of negligent disregard of obligations or duties
hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, and any Affiliate,
representative, member, manager,






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director,
officer, employee or agent (including sub-servicers) of the Depositor, the Master Servicer, the Special Servicer or the Operating
Advisor may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any
appropriate Person 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®, to
report any such CREFC® License Fee so paid or to make available any Distribution Date Statement to the general
public (or in particular, CREFC®).




The
Trust Fund and each Serviced Companion Loan Noteholder shall be indemnified and held harmless by each of the Master Servicer,
the Special Servicer and the Operating Advisor (severally and not jointly) for any loss, liability or expense (including legal
fees and expenses) incurred in connection with any claim, loss, penalty, fine, foreclosure, judgment or liability relating to
this Agreement or the Certificates, incurred by the Trust Fund or such Serviced Companion Loan Noteholder, as applicable, by reason
of willful misconduct, bad faith, fraud or negligence in the performance of duties hereunder, or by reason of negligent disregard
of obligations and duties thereunder, on the part of such indemnifying party.


 


The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and any Affiliates, directors, officers, employees,
members, managers, representatives and agents (including sub-servicers) of the Depositor, the Master Servicer, the Special Servicer
and the Operating Advisor shall be indemnified and held harmless by the Trust Fund for any loss, liability or expense (including
legal fees and expenses) incurred in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal
action relating to this Agreement or the Certificates, other than any loss, liability or expense (including legal fees and expenses)
(i) incurred by such party by reason of willful misconduct, bad faith, fraud or negligence in the performance of duties hereunder
or by reason of negligent disregard of obligations and duties thereunder or (ii) in the case of the Depositor and any of
its Affiliates, directors, officers, representatives, members, managers, employees and agents, incurred in connection with any
violation by any of them of any state or federal securities law; provided that such indemnified parties shall be paid out
of the Collection Account in accordance with Section 3.06(a) of this Agreement; provided, further, that if
such matter relates directly to any Serviced Loan Combination, such indemnified parties shall be paid first out of the
applicable Serviced Loan Combination Collection Account (allocated in accordance with the expense allocation provision of the
related Intercreditor Agreement), and then, if funds therein are insufficient, out of the Collection Account; provided
that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly
notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust
any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to
the related Serviced Companion Loan from the related Companion Loan Noteholder.


 


The
Depositor shall indemnify the Operating Advisor (both in its capacity as Operating Advisor and individually) and each of its Affiliates
and each of its directors, officers, employees, representatives and agents, and hold each of them harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
fees and expenses that such indemnified party may sustain in connection with this Agreement (including, without limitation, reasonable
fees and


 






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disbursements
of counsel incurred by such indemnified party in any action or proceeding between the Depositor and such indemnified party or
between such indemnified party and any third party or otherwise) resulting from the Depositor’s willful misconduct, bad
faith, fraud or negligence in the performance of each of its duties hereunder or by reason of negligent disregard of its respective
obligations and duties hereunder.




The
Operating Advisor shall indemnify the Depositor (both in its capacity as Depositor and individually) and each of its Affiliates
and each of its directors, officers, employees, representatives and agents, and hold each of them harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
fees and expenses that such indemnified party may sustain in connection with this Agreement (including, without limitation, reasonable
fees and disbursements of counsel incurred by such indemnified party in any action or proceeding between the Operating Advisor
and such indemnified party or between such indemnified party and any third party or otherwise) resulting from the Operating Advisor’s
willful misconduct, bad faith, fraud or negligence in the performance of each of its duties hereunder or by reason of negligent
disregard of its respective obligations and duties hereunder.


 


(b)          None
of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor shall be under any obligation to appear in,
prosecute or defend any legal action, unless such action relates to its respective duties under this Agreement and which in its
opinion does not expose it to any expense or liability not recoverable from the Trust Fund; provided, that each of the
Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may in its discretion undertake any such action
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders and holders of Serviced Companion Loan Securities, if applicable, hereunder. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust
Fund and the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor shall be entitled to be reimbursed
therefor from the Collection Account in accordance with Section 3.06(a) of this Agreement no later than 60 days after submitting
such expenses or costs for reimbursement, provided that a failure to reimburse such parties within such 60 days will not affect
or limit such parties’ rights to receive reimbursement hereunder; provided, further, that in the case of any Serviced
Loan Combination, such amounts shall be allocated in accordance with the expense allocation provision of the related Intercreditor
Agreement, and such parties shall be entitled to be reimbursed first, from the applicable Serviced Loan Combination
Collection Account and then, from the Collection Account, all in accordance with Section 3.06(a) of this Agreement
and the related Intercreditor Agreement.


 


(c)          The
terms of this Section 6.03 shall survive the termination of any party hereto or of this Agreement.


 


Section 6.04     Limitation
on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer,
the Special Servicer and the Operating Advisor. (a) Each of the Master Servicer, the Special Servicer and the
Operating Advisor may assign their respective rights and delegate their respective duties and obligations under this
Agreement in connection with the sale or transfer of a substantial portion of their mortgage servicing, asset management or
(solely with respect to the Operating Advisor)


 






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commercial
mortgage surveillance, portfolio, provided that: (i) the purchaser or transferee accepting such assignment and delegation
(A) shall be an established mortgage finance institution, bank or mortgage servicing institution (or, in the case of the
Operating Advisor, an Eligible Operating Advisor), organized and doing business under the laws of the United States of America,
any state of the United States of America or the District of Columbia, authorized under such laws to perform the duties of the
Master Servicer, Special Servicer or Operating Advisor or a Person resulting from a merger, consolidation or succession that is
permitted under Section 6.02 of this Agreement, (B) shall be acceptable to each Rating Agency as confirmed in a No Downgrade
Confirmation delivered to the Trustee and the Certificate Administrator relating to the Certificates and Serviced Companion Loan
Securities, if any, (C) shall execute and deliver to the Trustee and the Certificate Administrator an agreement that contains
an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the Master Servicer, Special Servicer or Operating Advisor, as applicable under this Agreement from and after the
date of such agreement and (D) shall not be a Prohibited Party; (ii) the Master Servicer, the Special Servicer or the
Operating Advisor shall not be released from its obligations under this Agreement that arose prior to the effective date of such
assignment and delegation under this Section 6.04; (iii) the rate at which the Servicing Compensation, Special Servicing
Compensation or Operating Advisor Fee, as applicable (or any component thereof) is calculated shall not exceed the rate then in
effect and (iv) the resigning Master Servicer, Special Servicer or Operating Advisor, as applicable, shall be responsible
for the reasonable costs and expenses of each other party hereto and the Rating Agencies in connection with such transfer. Upon
acceptance of such assignment and delegation, the purchaser or transferee shall be the successor Master Servicer, Special Servicer
or Operating Advisor, as applicable, hereunder.




(b)          Except
as provided in Section 6.02 of this Agreement and this Section 6.04, the Master Servicer, the Special Servicer and the
Operating Advisor shall not resign from its respective obligations and duties hereby imposed on it except (i) upon determination
that such duties hereunder are no longer permissible under applicable law, (ii) in connection with the assignment of rights
and delegation of duties as set forth in Section 6.04(a), or (iii) solely with respect to the Operating Advisor, pursuant
to Section 6.04(e). Any such determination described in clause (i) above permitting the resignation of the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning
Master Servicer’s, Special Servicer’s or Operating Advisor’s expense) to such effect delivered to the Trustee
and the Certificate Administrator.


 


(c)          The
Trustee shall be permitted to remove the Master Servicer or the Special Servicer upon a Master Servicer Termination Event or Special
Servicer Termination Event, as applicable. Without limiting the generality of the succeeding paragraph, no such removal shall
be effective unless and until (i) the Master Servicer or the Special Servicer has been paid any unpaid Servicing Compensation
or Special Servicing Compensation, as applicable, unreimbursed Advances (including Advance Interest Amounts thereon to which it
is entitled) and all other amounts to which the Master Servicer or the Special Servicer is entitled hereunder to the extent such
amounts accrue prior to such effective date and (ii) with respect to a resignation by the Master Servicer, the successor
Master Servicer has deposited into the Investment Accounts from which amounts were withdrawn to reimburse the terminated Master
Servicer, an amount equal to the amounts so withdrawn, to the extent such amounts would not have been permitted to


 






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be
withdrawn except pursuant to this paragraph, in which case the successor Master Servicer shall, immediately upon deposit, have
the same right of reimbursement or payment as the terminated Master Servicer had immediately prior to its termination without
regard to the operation of this paragraph.




(d)          Except
as otherwise provided in Section 6.04(e) of this Agreement, no resignation or removal of the Master Servicer, the Special Servicer
or the Operating Advisor as contemplated by the preceding paragraphs of this Section 6.04 shall become effective until the Trustee
or a successor Master Servicer, Special Servicer or Operating Advisor shall have assumed the resigning or terminated Master Servicer’s,
Special Servicer’s or Operating Advisor’s responsibilities, duties, liabilities and obligations hereunder. If no successor
Master Servicer, Special Servicer or Operating Advisor can be obtained to perform such obligations for the same compensation to
which the terminated Master Servicer, Special Servicer or Operating Advisor would have been entitled, additional amounts payable
to such successor Master Servicer, Special Servicer or Operating Advisor shall be treated as Realized Losses.


 


(e)          The
Operating Advisor shall have the right to resign without cost or expense upon the occurrence of the Early Termination Notice Date. 
The Operating Advisor shall provide all of the parties to this Agreement and the Controlling Class Representative 30 days prior
written notice of any such resignation pursuant to this Section 6.04(e).  If the Operating Advisor resigns pursuant to this
Section 6.04(e), then no replacement Operating Advisor shall be appointed. The resigning Operating Advisor shall be
entitled, and subject, to any rights and obligations that accrued under this Agreement prior to the date of any such resignation
(including accrued and unpaid compensation) and any indemnifications rights arising out of events occurring prior to such resignation.


 


Section 6.05     Rights
of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer. Solely with respect to their
performance of their respective duties under this Agreement, the Master Servicer and the Special Servicer shall afford the
Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee and the Rating Agencies, upon
reasonable notice, during normal business hours access to all records maintained by it in respect of its rights and
obligations hereunder and access to its officers responsible for such obligations. Upon written request, the Master Servicer
and/or the Special Servicer, as applicable, shall furnish to the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator and the Trustee its most recent publicly available financial statements (or, with respect to the
Master Servicer, those of its ultimate parent) and such other non-proprietary information as the Master Servicer or the
Special Servicer, as the case may be, shall determine in its sole and absolute discretion as it possesses, which is relevant
to the performance of its duties hereunder and which it is not prohibited by applicable law or contract from disclosing. The
Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder
which are in default and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of
such Person hereunder or exercise any rights of such Person hereunder, provided that the Master Servicer and the
Special Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or
its designee. If the Depositor or its designee undertakes any such action, it will be reimbursed by the Trust Fund from the
Collection Accounts (or with respect to a Serviced Loan Combination, to the extent such reimbursement is allocable to such


 






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Serviced
Loan Combination Collection Account), as provided in Section 3.06 and Section 6.03(a) hereof to the extent not recoverable
from the Master Servicer or Special Servicer, as applicable. None of the Depositor, the Certificate Administrator, the Trustee,
the Master Servicer (solely with respect to any action or failure to act by the Special Servicer) or the Special Servicer (solely
with respect to any action or failure to act by the Master Servicer) shall have any responsibility or liability for any action
or failure to act by the Master Servicer or the Special Servicer and no such party is obligated to monitor or supervise the performance
of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither the Master Servicer nor the Special
Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to this Section.




Section 6.06     The
Master Servicer or Special Servicer as Owners of a Certificate. The Master Servicer or an Affiliate of the Master Servicer, or
the Special Servicer or an Affiliate of the Special Servicer, may become the Holder (or with respect to a Global Certificate,
Beneficial Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer
or an Affiliate thereof. If, at any time during which the Master Servicer or the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer is the Holder or Beneficial Owner of any Certificate, the Master Servicer or the Special Servicer
proposes to take action (including for this purpose, omitting to take action) that (i) is not expressly prohibited by the
terms hereof and would not, in the Master Servicer’s or the Special Servicer’s good faith judgment, violate the Servicing
Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s good faith
judgment, be considered by other Persons to violate the Servicing Standard, the Master Servicer or the Special Servicer may, but
will not be required to, seek the approval of the Certificateholders to such action (or inaction) by delivering to the Certificate
Administrator a written notice that (i) states that it is delivered pursuant to this Section 6.06, (ii) identifies
the Percentage Interest in each Class of Certificates beneficially owned by the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer, and (iii) describes in reasonable detail the action (or inaction)
that the Master Servicer or the Special Servicer proposes to take (or refrain from taking). The Certificate Administrator, upon
receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or the Special
Servicer and its Affiliates, as appropriate) together with such instructions for response as the Certificate Administrator shall
reasonably determine. If at any time Certificateholders holding a majority of the Voting Rights of all Certificateholders and,
if no Control Termination Event has occurred and is continuing, the applicable Directing Holder (calculated without regard to
the Certificates beneficially owned by the Master Servicer or its Affiliates or, subject to clause (d) of the definition of “Certificateholder”,
the Special Servicer or its Affiliates, as applicable) shall have consented in writing to the proposal described in the written
notice, and if the Master Servicer or the Special Servicer shall act as proposed in the written notice, such action shall be deemed
to comply with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from the Master Servicer
or the Special Servicer, as applicable, of the reasonable expenses of the Certificate Administrator incurred pursuant to this
paragraph. It is not the intent of the foregoing provision that the Master Servicer or the Special Servicer be permitted to invoke
the procedure set forth herein with respect to routine servicing matters arising hereunder, except in the case of unusual circumstances.


 






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Section 6.07     The
Directing Holder. (a) For so long as no Control Termination Event has occurred and is continuing, the Directing Holder
shall be entitled to advise (1) the Special Servicer with respect to all Specially Serviced Loans, (2) the Special
Servicer with respect to Performing Loans as to Major Decisions, and (3) the Special Servicer with respect to all
Mortgage Loans for which an extension of maturity is being considered by the Special Servicer or by the Master Servicer
subject to consent or deemed consent of the Special Servicer, and notwithstanding anything herein to the contrary, except as
set forth in, and in any event subject to the second and third paragraphs of this Section 6.07, both (a) the Master
Servicer, solely to the extent it is permitted to take any action constituting a Major Decision or Special Servicer Decision
as set forth in this Agreement, shall not be permitted to take any action constituting a Major Decision or Special Servicer
Decision unless it has obtained the prior written consent of the Special Servicer and (b) for so long as no Control
Termination Event has occurred and is continuing, the Special Servicer shall not be permitted to consent to the Master
Servicer’s taking any of the following actions nor will the Special Servicer itself be permitted to take any action
constituting a Major Decision as to which the Directing Holder has objected in writing within ten (10) Business Days (or
30 days with respect to clause (j) of the definition of “Major Decision”) after receipt of the written
recommendation and analysis (provided that if such written objection has not been received by the Special Servicer
within such ten (10) Business Day period (or 30 days with respect to clause (j) of the definition of “Major
Decision” or such longer period provided for in any related Intercreditor Agreement but not less than five (5) Business
Days after the time period set forth therein for Directing Holder approval), then the Directing Holder will 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 the
foregoing matters, or any other matter requiring consent of the Directing Holder (if no Control Termination Event has
occurred and is continuing) in this Agreement, is necessary to protect the interests of the Certificateholders and, with
respect to any Serviced Loan Combination, the related Serviced Companion Loan Noteholders (as a collective whole as if
such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender and with respect
to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate nature of
such Subordinate Companion Loan) and the Special Servicer has made a reasonable effort to contact the Directing Holder, the
Master Servicer or the Special Servicer, as the case may be, may take any such action without waiting for the Directing
Holder’s response. The Special Servicer is not required to obtain the consent of the Directing Holder for any Major
Decision if a Control Termination Event has occurred and is continuing; provided that, if a Control Termination Event
has occurred and is continuing, the Special Servicer shall consult with the Operating Advisor in connection with any Major
Decision and consider alternative actions recommended by the Operating Advisor; provided, further, that, if a
Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is
continuing, the Special Servicer shall consult with the Directing Holder in connection with any Major Decision and any other
matters set forth in this Agreement as to which the consent or approval of the Directing Holder would have been required or
as to which the Directing Holder would have had the right to advise or direct the Special Servicer or the Master Servicer if
no Control Termination Event had occurred and was continuing and consider alternative actions recommended by the Directing
Holder; provided, further, that such consultation with the Directing Holder or the Operating Advisor is not
binding on the Special Servicer.


 






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In
addition, for so long as no Control Termination Event has occurred and is continuing, the Directing Holder may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan as the Directing Holder may deem
advisable or as to which provision is otherwise made herein; provided that, notwithstanding anything herein to the contrary,
no such direction, and no objection contemplated by the preceding paragraph or this paragraph, may require or cause the Master
Servicer or the Special Servicer, as applicable, to violate any provision of any Mortgage Loan, applicable law, this Agreement,
any Intercreditor 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 Paying Agent, the Trust Fund,
the Certificate Administrator or the Trustee to liability, or materially expand the scope of the Special Servicer’s responsibilities
hereunder.


 


If
the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Holder, or any advice
from the Directing Holder, would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate the terms
of any Mortgage Loan, any Intercreditor Agreement, 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 or advice
and notify the Directing Holder, the Trustee, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information
Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement) of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or
refraining from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of or approval
of the Directing Holder that does not violate any law or the Servicing Standard or any other provisions of this Agreement or any
Intercreditor Agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.


 


Notwithstanding
anything to the contrary contained in this Agreement, with respect to the Non-Serviced Mortgage Loans, (i) at all times when
no Consultation Termination Event has occurred and is continuing, 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 Operating Advisor be entitled to the rights of the “Non-Directing Holder” (or similar term) under
the related Intercreditor Agreement.


 


The
Directing Holder shall have no liability to the Trust Fund, any party to this Agreement, any Certificateholders or any other Person
for any action taken, or for refraining from the taking of any action, or for errors in judgment; provided that the Directing
Holder shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed
by reason of willful misfeasance or bad faith or negligence in the performance of duties or by reason of negligent disregard of
obligations or duties. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Holder
may take actions that favor the interests of one or more Classes of the Certificates including the Holders of the Controlling
Class over other Classes of the Certificates, and that the Directing Holder may have special relationships and interests that
conflict with those of Holders of some Classes of the Certificates, that the Directing Holder may act solely in the interests
of the Holders of the Controlling Class, that the Directing Holder does not have any duties or


 



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liability to the Holders of any
Class of Certificates other than the Controlling Class, that the Directing Holder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Holder shall
have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Holder or any director, officer, employee, agent or principal thereof for having so acted.


 


(b)          Notwithstanding
anything to the contrary contained herein (i) if a Control Termination Event has occurred and is continuing, the Directing
Holder shall have no right to consent to any action taken or not taken by any party to this Agreement; (ii) if a Control
Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing, the Directing
Holder shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement,
and the Master Servicer, Special Servicer and any other applicable party shall consult with the Directing Holder in connection
with any action to be taken or refrained from taking to the extent set forth herein; and (iii) if a Consultation Termination
Event has occurred and is continuing, the Directing Holder shall have no consultation or consent rights hereunder and no right
to receive any notices, reports or information (other than notices, Voting Rights given to all Certificateholders and rights to
receive reports or information required to be delivered to all Certificateholders) or any other rights as Directing Holder.


 


(c)          The
Master Servicer, the Special Servicer, the Trustee or the Operating Advisor may from time to time request that the Certificate
Administrator provide the name of the then-current Directing Holder for any applicable Mortgage Loan or Serviced Loan Combination.
Upon such request, the Certificate Administrator shall promptly (but in no event more than five (5) Business Days following
such request) provide the name of the then-current Directing Holder to the Master Servicer, the Special Servicer, the Trustee
or the Operating Advisor, as applicable, but only to the extent the Certificate Administrator has actual knowledge of the identity
of the then-current Directing Holder; provided that if the Certificate Administrator does not have actual knowledge of
the identity of the then-current Directing Holder, then (i) the Certificate Administrator shall determine which Class is
the Controlling Class and (ii) the Certificate Administrator shall promptly (but in no event more than five (5) Business
Days following such request) request from the Depository, the list of Beneficial Owners of the Controlling Class, and the Certificate
Administrator shall provide such list to the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor. Any
expenses incurred in connection with obtaining such information shall be at the expense of the requesting party, except that if
(i) such expenses arise in connection with an event as to which the Directing Holder (or Controlling Class Representative)
has review, consent or consultation rights with respect to an action taken by, or report prepared by, the requesting party pursuant
to this Agreement and (ii) the requesting party has not been notified of the identity of the Directing Holder (or Controlling
Class Representative) or reasonably believes that the identity of the Directing Holder (or Controlling Class Representative) has
changed, then such expenses shall be at the expense of the Trust. The Master Servicer, the Special Servicer, the Trustee and the
Operating Advisor shall be entitled to conclusively rely on any such information so provided.


 


To
the extent the Master Servicer or the Special Servicer has written notice of any change in the identity of a Directing Holder
or the list of Holders (or Beneficial Owners, if


 



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applicable) of the Controlling Class, then the Master Servicer or the Special
Servicer, as applicable, shall promptly notify the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer
and the Special Servicer thereof, who may rely conclusively on such notice from the Master Servicer or the Special Servicer, as
applicable.


 


Section 6.08          Rights
of Non-Directing Holders. With respect to each Serviced Loan Combination, the Master Servicer or the Special Servicer, as
applicable, shall:


 


(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 Serviced Loan Combination, and to consider alternative actions recommended
by such Non-Directing Holder (or its designee or representative); provided, that after the expiration of a period of 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, 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 Certificateholder and the related Companion
Loan Noteholder. Unless specified otherwise in the related Intercreditor Agreement, neither the Master Servicer or 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, if 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 at the offices of the
Master Servicer or the Special Servicer, as applicable, 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 Loan Combination are discussed.


 



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Article VII



SERVICER AND OPERATING ADVISOR TERMINATION


 


Section 7.01          Servicer
Termination Events. (a) “Master Servicer Termination Event,” wherever used herein, means any one of the
following events:


 


(i)          any
failure by the Master Servicer (A) to make any deposit required to the Collection Account or the Serviced Loan Combination
Collection Account for any Serviced Loan Combination on the day and by the time such deposit was first required to be made under
the terms of this Agreement, which failure is not remedied within two Business Days, (B) to deposit into, or remit to the
Certificate Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted (including,
without limitation, any required P&I Advance, unless the Master Servicer determines such P&I Advance is a Nonrecoverable
Advance), which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date (provided,
that to the extent the Master Servicer does not timely make such remittance to the Certificate Administrator, the Master Servicer
shall pay the Certificate Administrator for the account of the Certificate Administrator interest on any amount not timely remitted
at the Prime Rate from and including the applicable required remittance date to, but not including, the date such remittance is
actually made), or (C) to remit to any holder of a Serviced Companion Loan, as and when required by this Agreement or any
related Intercreditor Agreement, any amount required to be so remitted (which failure continues for two Business Days);


 


(ii)          any
failure on the part of the Master Servicer duly to observe or perform in any material respect any of its other covenants or obligations
contained in this Agreement, which failure continues unremedied for a period of 30 days (15 days in the case of the Master
Servicer’s failure to make a Property Advance or 45 days in the case of failure to pay the premium for any insurance policy
required to be force placed by the Master Servicer pursuant to this Agreement or in any event such reasonable shorter period of
time as is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or
assessments or a lapse in any required insurance coverage) 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 (a) any other party hereto, with a copy to each other
party to this Agreement, (b) the Holders of Certificates of any Class evidencing Percentage Interests aggregating not less
than 25% of such Class or (c) an affected Serviced Companion Loan Noteholder; provided, if such failure is capable
of being cured and the Master Servicer is diligently pursuing such cure, such 15-, 30- or 45-day period, as applicable, will be
extended an additional 30 days;


 


(iii)          any
breach on the part of the Master Servicer of any representation or warranty contained in Section 2.04(a) of this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or Serviced Companion Loan Noteholders
and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same
to be remedied, shall have been given (a) to the Master Servicer by any party hereto or (b) to the Master Servicer,
the Special Servicer, the Depositor and the Trustee (x) by the Holders of Certificates of any Class


 



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evidencing Percentage
Interests aggregating not less than 25% of such Class or (y) by an affected Serviced Companion Loan Noteholder; provided,
if such breach is capable of being cured and the Master Servicer is diligently pursuing such cure, such 30-day period will be
extended an additional 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, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;


 


(v)          the
Master Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer
or of or relating to all or substantially all of its property;


 


(vi)          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;


 


(vii)          (a) Moody’s
has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) placed one or
more Classes of Certificates on “watch status” in contemplation of possible rating downgrade or withdrawal (and such
qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn by Moody’s
within sixty (60) days of such event), and, in case of either of clause (A) or (B), publicly citing servicing concerns with the
Master Servicer as the sole or a 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 of delisting; or (c)
either (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 60 days of such event (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, and Morningstar has (1) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates
(if Mornigstar has been engaged by the applicable depositor to rate such securities) or (2) within the prior 12 months, placed
one or more Classes of Certificates or (if Morningstar has been engaged by the applicable depositor to rate such securities) on
“watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (1) or (2),
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


 



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(viii)          subject
to Section 10.16(c), any failure by the Master Servicer to deliver (a) any Exchange Act reporting items required to
be delivered by the Master Servicer to the Trustee or the Certificate Administrator under Article X (other than items to
be delivered by a Mortgage Loan Seller Sub-Servicer) by the time required under Article X after any applicable grace periods
or (b) any Exchange Act reporting items that a primary servicer, sub-servicer or Servicing Function Participant (such entity,
the “Sub-Servicing Entity”) retained by the Master Servicer (but excluding any Mortgage Loan Seller Sub-Servicer)
is required to deliver (any Sub-Servicing Entity shall be terminated if it defaults in accordance with the provision of this clause (viii));


 


then,
and in each and every such case, so long as a Master Servicer Termination Event shall not have been remedied, the Trustee may,
and at the written direction of (x) the Holders of at least 25% of the aggregate Voting Rights of all Certificates or (y) the
Depositor with respect to clause (viii) above upon five (5) Business Days’ notice, shall, terminate all of the rights
and obligations of the Master Servicer (other than as set forth in Section 7.01(d)). In the case of clause (vii), the
Certificate Administrator shall be required to notify Certificateholders and Serviced Companion Loan Noteholders of such Master
Servicer Termination Event and request whether such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
favor such termination.


 


If
the Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01,
then the Master Servicer shall also be terminated as Special Servicer.


 


If
the Master Servicer receives notice of termination under this Section 7.01(a) solely due to a Master Servicer Termination
Event under Section 7.01(a)(vii) and if the Master Servicer provides the Trustee with the appropriate “request for
proposal” materials within five (5) Business Days following such termination notice, then the Master Servicer shall continue
to serve as Master Servicer hereunder until a successor Master Servicer is selected in accordance with this Section 7.01(a).
Upon receipt of the “request for proposal” materials, 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 and Serviced Companion Loans under this Agreement from at least three (3) Persons qualified to act as Master Servicer hereunder
in accordance with Section 6.02 and 7.02 of this Agreement (any such Person so qualified, a “Qualified Bidder”)
or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders;
provided that, at the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons from
whom to solicit such bids; and provided, further, that the Trustee shall not be responsible if less than three (3)
or no Qualified Bidders submit bids for the right to service the Mortgage Loans and Serviced Companion Loans under this Agreement.
The bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement
as successor Master Servicer, and to agree to be bound by the terms hereof, within 45 days after the notice of termination of
the Master Servicer. The materials provided to the Trustee shall provide for soliciting bids: (i) on the basis of such successor
Master Servicer retaining all Sub-Servicers to continue the primary servicing of the Mortgage Loans and Serviced Companion Loans
pursuant to the terms of the respective Sub-Servicing Agreements and entering into a Sub-Servicing Agreement with the terminated
Master Servicer to service each of the Mortgage Loans


 



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and Serviced Companion Loans for which it was the Master Servicer and not
subject to a Sub-Servicing Agreement at a sub-servicing fee rate per annum equal to, for each Mortgage Loan and Serviced Companion
Loan serviced, the excess of the related Servicing Fee Rate minus the related Excess Servicing Fee Rate (each, a “Servicing
Retained Bid”); and (ii) on the basis of terminating each Sub-Servicing Agreement and Sub-Servicer that it is permitted
to terminate in accordance with Section 3.01(c) of this Agreement (each, a “Servicing Released Bid”).
The Trustee shall select the Qualified Bidder with the highest cash Servicing Retained Bid (or, if none, the highest cash Servicing
Released Bid from any Person qualified to act as a Master Servicer) (the “Successful Bidder”) to act as successor
Master Servicer hereunder; provided, that if the Trustee does not receive a No Downgrade Confirmation in accordance with
the procedures set forth in Section 3.30 of this Agreement with respect to such Successful Bidder, then the Trustee shall
repeat the bid process described above (but subject to the above described 45 day time period) until such No Downgrade Confirmation
is obtained. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant
to the terms hereof no later than 45 days after notice of the termination of the Master Servicer; provided, that the initial
Master Servicer may request and obtain, with the prior written consent of the Directing Holder, an additional 20 days for
such sale and assumption to be completed so long as the initial Master Servicer delivers to the Trustee an Officer's Certificate
stating that the sale and assumption of the right to service the Mortgage Loans and Serviced Companion Loans cannot be completed
in the initial 45-day period and specifying the reasons therefor.


 


Upon
the assignment and acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement)
to and by the Successful Bidder, the Trustee shall remit or cause to be remitted (i) if the successful bid was a Servicing
Retained Bid, to the Master Servicer to be terminated pursuant to this Section 7.01(a), the amount of such cash bid received
from the Successful Bidder (net of “out of pocket” expenses incurred in connection with obtaining such bid and transferring
servicing) and (ii) if the successful bid was a Servicing Released Bid, to the Master Servicer and each terminated Sub-Servicer
its respective Bid Allocation.


 


The
Master Servicer to be terminated pursuant to this Section 7.01(a) shall be responsible for all out of pocket expenses incurred
in connection with the attempt to sell its rights to service the Mortgage Loans and Serviced Companion Loans, which expenses are
not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.


 


If
the Successful Bidder has not entered into this Agreement as successor Master Servicer within the above described time period
or no Successful Bidder was identified within the above described time period, the Master Servicer to be terminated pursuant to
Section 7.01(a) of this Agreement shall reimburse the Trustee for all reasonable “out of pocket” expenses incurred
by the Trustee in connection with such bid process and the Trustee shall have no further obligations under this Section 7.01(a).
The Trustee thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02
of this Agreement.


 


Notwithstanding
anything to the contrary in this Article VII, if the Master Servicer shall timely deliver the notice and request for proposal
materials referred to in the fourth preceding paragraph, no resignation or termination of the Master Servicer shall be effective
in connection with a Master Servicer Termination Event under Section 7.01(a)(vii) of this


 



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Agreement, and the Master
Servicer shall continue to perform as such and to collect the servicing fee until the conclusion of the process described in this
Section 7.01(a).


 


(b)          “Special
Servicer Termination Event,” wherever used herein, means any one of the following events:


 


(i)            any
failure by the Special Servicer to deposit into the REO Account at or within the time specified by this Agreement and such failure
continues unremedied for two Business Days, or any failure by the Special Servicer to remit to Master Servicer for deposit into,
the Collection Account (or, in the case of a Serviced Loan Combination, the related Serviced Loan Combination Collection Account)
any amount required to be so remitted by the Special Servicer pursuant to, and at the time specified by, the terms of this Agreement;
provided, that the failure of the Special Servicer to remit such amount to the Master Servicer shall not be a Special Servicer
Termination Event if such failure is remedied within two Business Days and if the Special Servicer has compensated the Master
Servicer for any loss of income on such amount suffered by the Master Servicer due to and caused by the late remittance of the
Special Servicer and reimburse the Trust for any resulting Advance Interest Amount due to the Master Servicer;


 


(ii)          any
failure on the part of the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations
contained in this Agreement, which failure continues unremedied for a period of 30 days (45 days in the case of failure to
pay the premium for any insurance policy required to be force placed by the Special Servicer pursuant to this Agreement or in
any event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for any
lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after the date on which
written notice of such failure, requiring the same to be remedied, shall have been given to the Special Servicer, by (a) any
other party hereto, with a copy to each other party to this Agreement, (b) the Holders of Certificates of any Class evidencing
Percentage Interests aggregating not less than 25% of such Class or (c) an affected Serviced Companion Loan Noteholder; provided,
if such failure is capable of being cured and the Special Servicer is diligently pursuing such cure, such 30- or 45-day period,
as applicable, will be extended an additional 30 days;


 


(iii)         any
breach on the part of the Special Servicer of any representation or warranty contained in Section 2.04(b) of this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or Serviced Companion Loan Noteholders
and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same
to be remedied, shall have been given (a) to the Special Servicer by any party hereto, or (b) to the Master Servicer,
the Special Servicer, the Depositor and the Trustee (x) by the Holders of Certificates of any Class evidencing Percentage
Interests aggregating not less than 25% of such Class or (y) by an affected Serviced Companion Loan Noteholder; provided,
if such breach is capable of being cured and the Special Servicer is diligently pursuing such cure, such 30-day period will be
extended an additional 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


 



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state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Special Servicer and such
decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;


 


(v)          the
Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Special Servicer
or of or relating to all or substantially all of its property;


 


(vi)          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;


 


(vii)          (a) Moody’s
has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) placed one or
more Classes of Certificates on “watch status” in contemplation of possible rating downgrade or withdrawal (and such
qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn by Moody’s
within sixty (60) days of such event), and, in case of either of clause (A) or (B), publicly citing servicing concerns with the
Special Servicer as the sole or a 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) either (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 60 days of such event (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, and Morningstar
has (1) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates (if Mornigstar has been
engaged by the applicable depositor to rate such securities) or (2) within the prior 12 months, placed one or more Classes of
Certificates (if Morningstar has been engaged by the applicable depositor to rate such securities) on “watch status”
in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (1) or (2), 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); or


 


(viii)          subject
to Section 10.16(c), any failure by the Special Servicer to deliver (a) any Exchange Act reporting items required to
be delivered by the Special Servicer to the Trustee or the Certificate Administrator under Article X by the time required
under Article X after any applicable grace periods or (b) any Exchange Act reporting items that a primary servicer,
sub-servicer or Servicing Function Participant (such entity, the “Sub-Servicing Entity”) retained by the Special
Servicer (but excluding any Mortgage Loan


 



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Seller Sub-Servicer) is required to deliver (any Sub-Servicing Entity shall be terminated
if it defaults in accordance with the provision of this clause (viii).


 


then,
and in each and every such case, so long as a Special Servicer Termination Event shall not have been remedied, the Trustee may,
and at the written direction of (x) the Holders of at least 25% of the aggregate Voting Rights of all Certificates, (y) for
so long as no Control Termination Event has occurred and is continuing, the Directing Holder or (z) the Depositor with respect
to clause (viii) above upon five (5) Business Days’ notice, shall, terminate all of the rights and obligations of the
Special Servicer (other than the rights to indemnification provided in Section 6.03(a) of this Agreement and compensation
provided in Section 3.12(c) of this Agreement). In the case of clause (vii) above, the Trustee shall, upon actual knowledge
by a Responsible Officer of such Special Servicer Termination Event, be required to notify the Special Servicer and the Certificate
Administrator, and the Certificate Administrator, upon receipt of such notice or upon actual knowledge by a Responsible Officer
of such Special Servicer Termination Event, shall notify the Certificateholders and Serviced Companion Loan Noteholders of such
Special Servicer Termination Event and request whether such Certificateholders and, if applicable, the Serviced Companion Loan
Noteholders favor such termination.


 


(c)          Notwithstanding
Section 7.01(a), (i) if any Master Servicer Termination Event occurs that affects a Serviced Companion Loan or the holder
thereof and the Master Servicer is not otherwise terminated or (ii) if an NRSRO engaged to rate a Companion Loan Security
qualifies, downgrades or withdraws its rating of such Companion Loan Security, citing servicing concerns with the Master Servicer
as the sole or a material factor in such rating action, then the Trustee, at the direction of the related Serviced Companion Loan
Noteholder, shall direct the Master Servicer to appoint a sub-servicer (or if a sub-servicer is then sub-servicing such Serviced
Loan Combination, to appoint a new sub-servicer to service such Serviced Loan Combination, but only if such existing sub-servicer
is in default after any applicable cure periods under the related sub-servicing agreement) with respect all of the rights and
obligations of the Master Servicer under this Agreement related to such Serviced Loan Combination. The Master Servicer shall appoint
a replacement sub-servicer with respect to such Serviced Loan Combination; provided, that such sub-servicer meets the eligibility
requirements of a successor master servicer under Section 7.02 (including receipt of a No Downgrade Confirmation relating
to the Certificates and Serviced Companion Loan Securities, if any) and the eligibility requirements of each Other Pooling and
Servicing Agreement.


 


(d)          Notwithstanding
Section 7.01(b), (i) if any Special Servicer Termination Event occurs that affects a Serviced Companion Loan or the
holder thereof and the Special Servicer is not otherwise terminated or (ii) if an NRSRO engaged to rate a Companion Loan
Security qualifies, downgrades or withdraws its rating of such Companion Loan Security, citing servicing concerns with the Special
Servicer as the sole or a material factor in such rating action, then the Trustee, at the direction of the related Serviced Companion
Loan Noteholder, shall terminate the Special Servicer with respect to the related Serviced Loan Combination only, but no other
Mortgage Loan.


 


(e)          If
the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee (the “Terminating
Party”) shall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated
Party”), terminate all of its


 



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rights and obligations under this Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than any rights the Terminated Party has to Excess Servicing Fees, any rights it has hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued
or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts
bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the
benefits of Section 6.03 of this Agreement notwithstanding any such termination), and with respect to the Special Servicer,
the right to receive any Workout Fee subsequent to its termination as Special Servicer, pursuant to Section 3.12(c) of this
Agreement. No successor Special Servicer shall be entitled to such Workout Fee received by the terminated Special Servicer. On
or after the receipt by the Terminated Party of such written notice, all of its authority and power under this Agreement, whether
with respect to the Certificates (except that the Terminated Party shall retain its rights as a Certificateholder if and to the
extent that it is a Certificateholder), the Mortgage Loans, the Serviced Companion Loans or otherwise, shall pass to and be vested
in the Terminating Party pursuant to and under this Section and, without limitation, the Terminating Party is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Terminated Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. The Master Servicer and the Special Servicer each agree in the event it is terminated pursuant
to this Section 7.01 to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at
its own expense, the Terminating Party with all documents and records requested by the Terminating Party to enable the Terminating
Party to assume its functions hereunder, and to cooperate with the Terminating Party and the successor to its responsibilities
hereunder in effecting the termination of its responsibilities and rights hereunder, including, without limitation, the transfer
to the successor Master Servicer or Special Servicer or the Terminating Party, as applicable, for administration by it of all
cash amounts which shall at the time be or should have been credited by the Master Servicer or the Special Servicer to the Collection
Account, the applicable Serviced Loan Combination Collection Account, any REO Account, the Loss of Value Reserve Fund, any Excess
Liquidation Proceeds Account, Lock-Box Account or Cash Collateral Account or which shall thereafter be received with respect to
the Mortgage Loans, and shall promptly provide the Terminating Party or such successor Master Servicer or successor Special Servicer
(which may include the Trustee) all documents and records reasonably requested by it, such documents and records to be provided
in such form as the Terminating Party or such successor Master Servicer or Special Servicer shall reasonably request (including
electronic form), to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All reasonable
costs and expenses of the Terminating Party (including the cost of obtaining a No Downgrade Confirmation and any applicable indemnity)
or the successor Master Servicer or successor Special Servicer incurred in connection with transferring the Mortgage Files to
the successor Master Servicer or Special Servicer and amending this Agreement to reflect such succession as successor Master Servicer
or successor Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer or the Special
Servicer, as applicable, upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer
or Special Servicer (as the case may be) has not reimbursed the Terminating Party or the successor Master Servicer or Special
Servicer for such expenses within 90 days after the presentation of reasonable documentation,


 



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such expense shall be reimbursed
by the Trust Fund; provided that the Terminated Party shall not thereby be relieved of its liability for such expenses.
If and to the extent that the Terminated Party has not reimbursed such costs and expenses, the Terminating Party shall have an
affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust Fund.


 


In
no event shall the Trustee or the Certificate Administrator be deemed to have knowledge of, or be aware of, any Master Servicer
Termination Event or Special Servicer Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator,
as the case may be, has received written notice thereof or has actual knowledge thereof.


 


Section 7.02          Trustee
to Act; Appointment of Successor. Upon the receipt of a notice of termination by the Master Servicer or the Special Servicer
pursuant to Section 7.01 of this Agreement, the Terminating Party (subject to Section 7.01(a) and Section 7.01(c))
shall be its successor, until a successor is appointed by the Directing Holder as provided in this Section 7.02 or Section 3.22(b),
as applicable, in all respects in its capacity as the Master Servicer or the Special Servicer under this Agreement and the transactions
set forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations
on liability and liabilities relating thereto and arising thereafter placed on the Master Servicer or Special Servicer by the
terms and provisions hereof, provided, that (i) the Terminating Party shall have no responsibilities, duties, liabilities
or obligations with respect to any act or omission of the Master Servicer or Special Servicer and (ii) any failure to perform,
or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in
providing, records, tapes, disks, information or monies shall not be considered a termination event for such successor hereunder.
The Trustee, as successor Master Servicer or successor Special Servicer, shall be indemnified to the full extent provided to the
Master Servicer or Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special Servicer’s
termination. The appointment of a successor Master Servicer or successor Special Servicer shall not affect any liability of the
predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as the Master Servicer or the Special
Servicer. The Terminating Party shall not be liable for any of the representations and warranties of the Master Servicer or Special
Servicer herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor
Special Servicer or for any losses incurred in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.07
hereunder nor shall the Trustee be required to purchase any Mortgage Loan or any Serviced Companion Loan hereunder. As compensation
therefor, the Terminating Party as successor Master Servicer or successor Special Servicer shall be entitled to the Servicing
Compensation or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans or the Serviced Companion
Loans that accrue after the date of the Terminating Party’s succession to which such predecessor Master Servicer or Special
Servicer would have been entitled if such predecessor Master Servicer or Special Servicer, as applicable, had continued to act
hereunder. If any Advances made by the Master Servicer or the Trustee shall at any time be outstanding, or any amounts of interest
thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely
to the Advances made by the Trustee (and the accrued and unpaid interest thereon), until such Advances and interest shall have
been repaid in full. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall if it is unable
to so act or if the Holders of


 



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Certificates entitled to (i) in the case of the Master Servicer, at least 25% of the
aggregate Voting Rights (or, for so long as no Control Termination Event has occurred and is continuing, the Controlling Class
Representative), or (ii) in the case of the Special Servicer, at least 25% of the aggregate Voting Rights (or, for so long
as no Control Termination Event has occurred and is continuing, the Directing Holder), so request in writing to the Trustee, or,
with respect to a Serviced Loan Combination, if an affected Serviced Companion Loan Noteholder so requests in writing to the Trustee,
or if the Trustee is not an “approved” servicer by any of the Rating Agencies for mortgage pools similar to the Trust
Fund, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution
that, for so long as no Control Termination Event has occurred and is continuing, has been approved by the Directing Holder (which
approval shall not be unreasonably withheld) to act as the successor to the Master Servicer or Special Servicer, as applicable,
hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special
Servicer hereunder; provided that the Trustee shall obtain a No Downgrade Confirmation with respect to the Certificates
and any Serviced Companion Loan Securities. No appointment of a successor to the Master Servicer or Special Servicer hereunder
shall be effective until the assumption by such successor of all the Master Servicer’s or Special Servicer’s responsibilities,
duties and liabilities hereunder, which appointment has been approved, if no Control Termination Event has occurred and is continuing,
by the Directing Holder, such approval not to be unreasonably withheld. Pending appointment of a successor to the Master Servicer
(or the Special Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited
by law from so acting, the Trustee shall act in such capacity as hereinabove provided. Pending the appointment of a successor
to the Special Servicer, the Trustee shall act in such capacity. In connection with such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans, Serviced
Companion Loans or otherwise as it and such successor shall agree; provided, that no such compensation shall be in excess
of that permitted to the Terminated Party hereunder, unless no successor to the Terminated Party can be obtained to perform the
obligations of such Terminated Party hereunder, in which case additional amounts shall be paid to such successor and such amounts
in excess of that permitted the Terminated Party shall be treated as Realized Losses. Any successor Special Servicer shall be
subject to the rights of the Directing Holder under Section 3.22(b) of this Agreement. The Depositor, the Trustee, the Master
Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession.


 


If
the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer,
it may reduce the Master Servicer’s 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 7.02,
it may reduce the Master Servicer’s 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 7.02.


 


Section 7.03          Notification
to Certificateholders and Other Persons. (a) Upon its receipt of written notice of any termination pursuant to Section 7.01
above or appointment of a successor to the Master Servicer or the Special Servicer, the Certificate Administrator shall give


 



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prompt
written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register, the 17g-5 Information
Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement), the Operating Advisor, and to each Serviced Companion Loan Noteholder at its address appearing in the Serviced
Companion Loan Noteholder Register.


 


(b)          Within
30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible
Officer of the Trustee has actual knowledge, the Trustee shall transmit by mail to the Depositor, the Certificate Administrator
(who shall then notify all Holders of Certificates), the 17g-5 Information Provider (who shall promptly post such notice to the
17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), and each Serviced Companion Loan
Noteholder, notice of such Servicer Termination Event or Operating Advisor Termination Event, unless such Servicer Termination
Event or Operating Advisor Termination Event shall have been cured or waived.


 


Section 7.04          Other
Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as the Servicer Termination Event
shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01 of this Agreement, shall
have the right, in its own name as Trustee of an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders and, in the case of any Serviced Companion Loan, of the related Serviced Companion Loan Noteholders
(including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of
claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund (and, in the case of any Serviced Loan
Combination, such amounts shall be allocated in accordance with the expense allocation provision of the related Intercreditor
Agreement). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be
exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of
any Servicer Termination Event.


 


Section 7.05          Waiver
of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of Certificates evidencing
not less than 66-2/3% of the aggregate Voting Rights of the Certificates may, together with each affected Serviced Companion Loan
Noteholder (to the extent they are adversely affected by such Servicer Termination Event or Operating Advisor Termination Event,
as applicable), on behalf of all Holders of Certificates waive any termination event with respect to the Master Servicer, the
Special Servicer or the Operating Advisor in the performance of its obligations hereunder and its consequences, except a termination
event with respect to making any required deposits (including, with respect to the Master Servicer, P&I Advances) to or payments
from the Collection Account, any Serviced Loan Combination Collection Account or the Lower-Tier Distribution Account, or in remitting
payments as received, in each case in accordance with this Agreement. Upon any such waiver of a past termination event, such termination
event shall cease to exist, and any Servicer Termination Event or Operating Advisor Termination Event arising therefrom shall
be deemed to have been remedied for every purpose of this Agreement.


 



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No such waiver shall extend to any subsequent or other termination
event or impair any right consequent thereon. Notwithstanding the foregoing, a Master Servicer Termination Event under Section 7.01(a)(vii)
or a Special Servicer Termination Event under Section 7.01(b)(viii) of this Agreement may be waived only with the consent
of the Depositor.


 


Section 7.06          Trustee
as Maker of Advances. If the Master Servicer fails to fulfill its obligations hereunder to make any Advances and such
failure remains uncured, the Trustee shall perform such obligations (x) within five Business Days of the Master Servicer
Termination Event resulting from such failure by the Master Servicer with respect to Property Advances to the extent a Responsible
Officer of the Trustee has actual knowledge of such failure with respect to such Property Advances and (y) by 12:00 noon
(New York City time) on the related Distribution Date with respect to P&I Advances pursuant to the Trustee’s receipt
of notice of failure pursuant to Section 4.07(a) of this Agreement unless the Trustee has received notice that such failure
has been cured by 11:00 a.m. on such Distribution Date. With respect to any such Advance made by the Trustee, the Trustee
shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder, including, without limitation,
the Master Servicer’s rights of reimbursement and interest on each Advance at the Advance Rate, and rights to determine
that a proposed Advance is a Nonrecoverable Advance (without regard to any impairment of any such rights of reimbursement caused
by the Master Servicer’s failure to perform its obligations hereunder); provided, that if Advances made by the Trustee
and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts
available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the
Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement
of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect
to a Nonrecoverable Advance or any determination of nonrecoverability in connection therewith by the Master Servicer hereunder.


 


Section 7.07          Termination
of the Operating Advisor. (a)  An “Operating Advisor Termination Event” means any one of the following
events whether any such event 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 Operating 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 shall continue unremedied for a period of 30 days
after the date on which written notice of such failure shall have been given to the Operating Advisor by any party hereto or to
the Operating Advisor, the Certificate Administrator and the Trustee by the Holders of Certificates having greater than 25% of
the aggregate Voting Rights; provided, that with respect to any such failure which is not curable within such 30-day period,
the Operating 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 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 Operating Advisor to perform in accordance with the Operating Advisor Standard which failure shall continue unremedied
for a period of 30 days;


 


(iii)          any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of
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 Operating Advisor, and such decree or order shall
have remained in force undischarged or unstayed for a period of 60 days;


 


(v)            the
Operating 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 Operating Advisor or of or relating to all or substantially all of its property; or


 


(vi)          the
Operating 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.


 


Upon
receipt by the Certificate Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate
Administrator shall promptly provide written notice to all Certificateholders by posting such notice on the Certificate Administrator’s
Website and by mail, unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor
Termination Event has occurred then, and in each and every such case, so long as such Operating 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 each Class of Regular Certificates, the Trustee shall, terminate all of the rights and
obligations of the Operating Advisor under this Agreement, other than rights and obligations accrued prior to such termination,
including the right to receive all amounts accrued and owing to it under this Agreement, and other than indemnification rights
(arising out of events occurring prior to such termination), by notice in writing to the Operating 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 Operating Advisor Termination Event of which the Depositor has actual knowledge.


 


(b)            Upon
(i) the written direction of holders of Certificates evidencing not less than 15% of the aggregate Voting Rights requesting
a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible Operating
Advisor and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred
by the Certificate Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide
written notice thereof to the


 



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Operating Advisor and to all Certificateholders by (i) posting such notice on the Certificate
Administrator’s Website and (ii) mail at their addresses appearing in the Certificate Register. Upon the written direction
of Holders of Certificates evidencing more than 50% of the Voting Rights that exercise their right to vote (provided that
Holders of at least 50% of the Voting Rights exercise their right to vote), the Trustee shall terminate all of the rights and
obligations of the Operating Advisor with respect to the Mortgage Loans under this Agreement by notice in writing to the Operating
Advisor, other than rights and obligations accrued prior to such termination including the right to receive all amounts accrued
and owing to it under this Agreement and other than indemnification rights arising out of events occurring prior to such termination.
The provisions set forth in the foregoing sentences of this Section 7.07(b) shall be binding upon and inure to the benefit
of solely the Certificateholders and the Trustee as between each other. The Operating Advisor shall not have any cause of action
based upon or arising from any breach or alleged breach of such provisions other than may arise, as a result of the failure to
comply with the above described voting procedures. As between the Operating 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 Operating Advisor. The Certificate Administrator shall include on each Distribution Date Statement a statement
that each Certificateholder and Beneficial Owner may access notices on the Certificate Administrator’s Website and each
Certificateholder and Beneficial Owner may register to receive email notifications when such notices are posted on the Certificate
Administrator’s Website; provided that the Certificate Administrator shall be entitled to reimbursement from the
requesting Certificateholders for the reasonable expenses of posting such notices.


 


(c)          On
or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority
and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any
and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to
effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1)
the Operating Advisor resigns pursuant to Section 6.04(a) of this Agreement or (2) the Certificate Administrator delivers
such written notice of termination to the Operating Advisor, the Trustee shall upon the written direction of Holders of Certificates
evidencing not less than 25% of the Voting Rights of each Class of Regular Certificates of each Class of Certificates appoint
a successor Operating Advisor that is an Eligible Operating Advisor, which successor Operating Advisor may be an Affiliate of
the Trustee and shall be the proposed Operating Advisor in the case of a termination pursuant to Section 7.07(b) of this
Agreement; provided, that if the Trustee is acting as the successor Master Servicer or successor Special Servicer, neither the
Trustee nor any of its Affiliates shall be the successor Operating Advisor. The Trustee shall provide written notice of the appointment
of a successor Operating Advisor to the Master Servicer, the Special Servicer and the Certificate Administrator (and the Certificate
Administrator shall promptly provide such notice to the Controlling Class Representative, each Serviced Companion Loan Noteholder
and each Certificateholder) within one Business Day of such appointment. The Operating Advisor shall be an Eligible Operating
Advisor. If any of such entities becomes the Operating Advisor, including by means of an Affiliation arising after the date hereof,
the Operating Advisor shall immediately resign or cause an assignment under Section 6.04 of this Agreement and the Trustee
shall upon the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of each Class of
Certificates appoint a successor Operating Advisor subject to and


 



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in accordance with this Section 7.07(c), which successor
Operating Advisor may be an Affiliate of the Trustee.


 


(d)          Upon
any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon as
possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor,
the Certificateholders, any Serviced Companion Loan Noteholder and, if no Consultation Termination Event has occurred and is continuing,
the Controlling Class Representative and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement). If the Operating Advisor is terminated, all of its
rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date
of such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


(e)          If
there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class X-D Certificates, the
Class X-E Certificates, the Class X-F Certificates, the Class V Certificates, the Class R Certificates and the Class LR Certificates,
then all of the rights and obligations of the Operating Advisor under this Agreement shall terminate without payment of any termination
fee (other than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation)
and other than indemnification rights arising out of events occurring prior to such termination). If the Operating Advisor is
terminated pursuant to this Section 7.07(e), then no replacement Operating Advisor shall be appointed. The Trustee
shall provide the Operating Advisor with prompt notice upon its termination pursuant to this Section 7.07(e).


 


Article VIII



CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR


 


Section 8.01          Duties
of Trustee and Certificate Administrator. (a)  Each of the Trustee and the Certificate Administrator undertakes
to perform such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee
shall be construed as a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee
has actual knowledge, the Trustee, subject to the provisions of Section 7.02 and 7.05 of this Agreement shall exercise such
of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


(b)          The
Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator, 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 or the Certificate Administrator, as applicable,
shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion,


 



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report, document,
order or other instrument provided to it hereunder. If any such instrument is found not to conform on its face to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, shall request the provider
of such instrument to have the instrument corrected, and if the instrument is not corrected to such Trustee’s or such Certificate
Administrator’s reasonable satisfaction, such Trustee or such Certificate Administrator will provide notice thereof to the
Certificateholders.


 


(c)          None
of the Trustee, the Certificate Administrator or any of their officers, directors, employees, agents or “control”
persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided
that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee,
the Certificate Administrator or any such person, from liability for its own negligent action, its own negligent failure to act
or its own willful misconduct or its own bad faith; and provided, further, that:


 


(i)          The
Trustee’s and the Certificate Administrator’s duties and obligations shall be determined solely by the express provisions
of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties
and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or obligations shall
be read into this Agreement against the Trustee or the Certificate Administrator and, in the absence of bad faith on the part
of the Trustee or the Certificate Administrator, as the case may be, the Trustee and the Certificate Administrator may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any resolutions, certificates,
statements, reports, opinions, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator,
as the case may be, that conform on their face to the requirements of this Agreement to the extent set forth herein without responsibility
for investigating the contents thereof;


 


(ii)          Reserved;


 


(iii)          Neither
the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 50% of the
Percentage Interests (or such other higher or lower percentage as is specified herein) of each affected Class, or of the aggregate
Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee or the Certificate Administrator, as the case may be, or exercising any trust or power conferred upon the Trustee
or the Certificate Administrator, as the case may be, under this Agreement;


 


(iv)          Neither
the Trustee nor the Certificate Administrator nor any of their directors, officers, employees, agents or control persons shall
be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not an Affiliate of the
Trustee or the Certificate Administrator, respectively, and that is selected other than by the Trustee or the Certificate Administrator,
respectively, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor or any


 



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other Person, including, without limitation, in connection with
actions taken pursuant to this Agreement;


 


(v)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its respective duties as Trustee or Certificate Administrator in accordance with this Agreement (and,
if it does, all legal expenses and costs of such action shall be expenses and costs of the Trust Fund (and, in the case of any
Loan Combination, any such costs and expenses shall be allocated in accordance with the allocation provisions of the related Intercreditor
Agreement), and the Trustee or the Certificate Administrator, as applicable, shall be entitled, as provided in Section 3.06
hereof, to be reimbursed therefor from amounts on deposit in the Collection Account (and with respect to any Serviced Loan Combination,
the related Serviced Loan Combination Collection Account) or the Distribution Account and identified on the Trust Ledger, unless
such legal action arises out of the negligence or bad faith of the Trustee or the Certificate Administrator, as applicable, or
any breach of a representation or warranty of the Trustee or the Certificate Administrator, as applicable, contained herein; and


 


(vi)          Neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person
upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to act, unless a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure. Neither the
Trustee nor the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special
Servicer’s failure to provide scheduled reports, certificates and statements when and as required to be delivered to the
Trustee or the Certificate Administrator, as applicable, pursuant to this Agreement.


 


None
of the provisions contained in this Agreement shall require either the Trustee, in its capacity as Trustee or the Certificate
Administrator, in its capacity as Certificate Administrator, to expend or risk its own funds, or otherwise incur financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the
Trustee or the Certificate Administrator, as the case may be, the repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require
the Trustee or the Certificate Administrator, as the case may be, to perform, or be responsible for the manner of performance
of, any of the obligations of the Master Servicer, the Special Servicer or the Operating Advisor under this Agreement, except,
in the case of the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms of this Agreement.
Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection with
its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be liable
for any loss on any investment of funds pursuant to this Agreement. Notwithstanding any other provision hereof, when acting as
the Master Servicer or Special Servicer hereunder, the Trustee and the Certificate Administrator shall comply with the Servicing
Standard.


 



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Section 8.02          Certain
Matters Affecting the Trustee and the Certificate Administrator. (a) Except as otherwise provided in Section 8.01
of this Agreement:


 


(i)          The
Trustee and the Certificate Administrator may request and/or conclusively rely upon and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate Administrator
shall have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 


(ii)          Each
of the Trustee and the Certificate Administrator may consult with counsel and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with the written advice of such counsel or such Opinion of Counsel;


 


(iii)          (A) Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement or to make any investigation of matters arising hereunder or institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as the case
may be, reasonable security or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as the case
may be, against the costs, expenses and liabilities which may be incurred therein or thereby, provided that nothing contained
herein shall relieve the Trustee of the obligations, upon the occurrence of a Servicer Termination Event (which has not been cured
or waived) of which a Responsible Officer of the Trustee has actual knowledge, to exercise such of the rights and powers vested
in it by this Agreement, and, with respect to the Trustee, to use the same degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the conduct of such person’s own affairs; and (B) the right
of the Trustee and the Certificate Administrator to perform any discretionary act enumerated in this Agreement shall not be construed
as a duty, and the Trustee or the Certificate Administrator, as the case may be, shall not be answerable for other than its own
negligence or willful misconduct or bad faith in the performance of any such act;


 


(iv)          None
of the Trustee, the Certificate Administrator or any of their directors, officers, employees, Affiliates, agents or “control”
persons within the meaning of the Act shall be personally liable (A) for an error of judgment made in good faith by a Responsible
Officer of the Trustee or the Certificate Administrator, as the case may be, unless it shall be proved that the Trustee or the
Certificate Administrator, as the case may be, was negligent in ascertaining the pertinent facts or (B) for any action taken,
suffered or omitted by it in good faith and reasonably believed by the Trustee or the Certificate Administrator, as the case may
be, to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 



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(v)          Neither
the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document, unless requested in writing to do so by Holders of Certificates entitled to greater than 25% (or such other percentage
as is specified herein) of the Percentage Interests of each affected Class; provided, that if the payment within a reasonable
time to the Trustee or the Certificate Administrator, as the case may be, of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, as the case may
be, not reasonably assured to the Trustee or the Certificate Administrator, as the case may be, by the security afforded to it
by the terms of this Agreement, the Trustee or the Certificate Administrator, as the case may be, may require indemnity reasonably
satisfactory to it from such requesting Holders against such cost, expense or liability as a condition to taking any such action.
The reasonable expense of every such investigation shall be paid by the Master Servicer, the Special Servicer or the Operating
Advisor, as applicable, if a Servicer Termination Event or Operating Advisor Termination Event shall have occurred and be continuing
relating to the Master Servicer, the Special Servicer or the Operating Advisor, respectively, and otherwise by the Certificateholders
requesting the investigation;


 


(vi)          The
Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder and the Trustee and the Certificate
Administrator may perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys but
shall not be relieved of the obligations hereunder; provided, that the Trustee or the Certificate Administrator, as the
case may be, may not perform any duties hereunder through any Person that is a Prohibited Party; and


 


(vii)          Other
than in the case of fraud (as determined by a non-appealable final court order), in no event shall the Trustee or the Certificate
Administrator, as applicable, be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised
of the likelihood of such loss or damage and regardless of the form of action.


 


(b)          Following
the Startup Day, the Trustee and the Certificate Administrator shall not, except as expressly required by any provision of this
Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator shall have
received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution) to
the effect that the inclusion of such assets in the Trust Fund will not cause the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust, at any time that any Certificates
are outstanding, or subject the Lower-Tier REMIC or the Upper-Tier REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances or cause the Grantor Trust not to be treated as a grantor trust.


 


(c)          All
rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee and the Certificate Administrator,
may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or other proceeding


 



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relating thereto, and any such suit, action or proceeding instituted by the Trustee and the Certificate Administrator 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 not have a duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase
of any Mortgage Loan by any Mortgage Loan Seller pursuant to this Agreement or the eligibility of any Mortgage Loan for purposes
of this Agreement.


 


(e)          Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider, Paying Agent and Authenticating Agent).


 


(f)          In
order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326
of the USA Patriot Act of the United States (“Applicable Law”), the Certificate Administrator and the Trustee,
as the case may be, are required to obtain, verify and record certain information relating to individuals and entities that maintain
a business relationship with the Certificate Administrator or the Trustee. Accordingly, each of the parties hereto agrees to provide
to the Certificate Administrator and the Trustee, upon its respective request from time to time, such identifying information
and documentation as may be available for such party in order to enable the Certificate Administrator and the Trustee to comply
with Applicable Law.


 


Section 8.03          Trustee
and Certificate Administrator Not Liable for Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates shall not be taken as the statements of the Trustee, the Certificate Administrator, the Operating Advisor, the Master
Servicer, or the Special Servicer and the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and
the Special Servicer assume no responsibility for their correctness. The Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer and the Special Servicer make no representations or warranties as to the validity or sufficiency
of this Agreement, of the Certificates or any offering document used to offer the Certificates for sale or the validity, enforceability
or sufficiency of any Mortgage Loan, or related document. Neither the Trustee nor the Certificate Administrator shall at any time
have any responsibility or liability for or with respect to the legality, validity and enforceability of any Mortgage, any Mortgage
Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect
to the sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this
Agreement. Without limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or responsible
for: (i) the existence, condition and ownership of any Mortgaged Property; (ii) the existence of any hazard or other
insurance thereon (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to
Section 7.02 of this Agreement) or the enforceability thereof; (iii) the existence of any Mortgage Loan or the contents
of the related Mortgage File on any computer or other record thereof (other than if the Trustee shall assume the duties of the
Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement); (iv) the validity of the assignment
of any Mortgage Loan to


 



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the Trust Fund or of any intervening assignment; (v) the completeness of any Mortgage File; the performance
or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer
pursuant to Section 7.02 of this Agreement); (vi) the compliance by the Depositor, the Master Servicer, the Special
Servicer or the Operating Advisor with any warranty or representation made under this Agreement or in any related document or
the accuracy of any such warranty or representation prior to the Trustee’s receipt of written notice or other discovery
of any non-compliance therewith or any breach thereof; (vii) any investment of monies by or at the direction of the Master
Servicer or any loss resulting therefrom, the acts or omissions of any of the Depositor, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties of the Certificate Administrator,
the Master Servicer or Special Servicer pursuant to Section 7.02 of this Agreement) or any sub-servicer or any Borrower;
any action of the Master Servicer or Special Servicer (other than if the Trustee shall assume the duties of the Master Servicer
or Special Servicer pursuant to Section 7.02 of this Agreement) or any sub-servicer taken in the name of the Trustee, except
to the extent such action is taken at the express written direction of the Trustee; (viii) the failure of the Master Servicer
or the Special Servicer or any sub-servicer to act or perform any duties required of them on behalf of the Trust Fund or the Trustee
hereunder; or (ix) any action by or omission of the Trustee or the Certificate Administrator taken at the instruction of
the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties of the Master Servicer or the Special
Servicer pursuant to Section 7.02 of this Agreement) unless the taking of such action is not permitted by the express terms
of this Agreement; provided, that the foregoing shall not relieve the Trustee or the Certificate Administrator of their
respective obligations to perform their duties as specifically set forth in this Agreement. The Trustee or the Certificate Administrator
shall not be accountable for the use or application by the Depositor, the Certificate Administrator (in the case of the Trustee
only), the Trustee (in the case of the Certificate Administrator only), the Master Servicer or the Special Servicer of any of
the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor, the
Certificate Administrator (in the case of the Trustee only), the Trustee (in the case of the Certificate Administrator only),
the Master Servicer or the Special Servicer in respect of the assignment of the Mortgage Loans or deposited in or withdrawn from
the Collection Accounts, any Serviced Loan Combination Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Class V Distribution Account, the Lock-Box Account, the Cash Collateral Account, the Reserve Accounts,
the Interest Reserve Account, any REO Account or any Excess Liquidation Proceeds Account or any other account maintained by or
on behalf of the Certificate Administrator, the Master Servicer or the Special Servicer, other than any funds held by the Trustee
or the Certificate Administrator. Neither the Trustee nor the Certificate Administrator shall have any responsibility for filing
any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of
any security interest or lien granted to it hereunder (unless the Trustee shall have become the successor Master Servicer) or
to record this Agreement. In making any calculation hereunder which includes as a component thereof the payment or distribution
of interest for a stated period at a stated rate “to the extent permitted by applicable law,” the Trustee or the Certificate
Administrator, as the case may be, shall assume that such payment is so permitted unless a Responsible Officer of the Trustee
or the Certificate Administrator, as the case may be, has actual knowledge, or receives an Opinion of Counsel (at the expense
of the Person asserting the impermissibility) to the effect, that such payment is not


 



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permitted by applicable law. The Depositor
is not obligated to monitor or supervise the performance of the Trustee or the Certificate Administrator under this Agreement
or otherwise.


 


Section 8.04          Trustee
and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any agent of
the Trustee or the Certificate Administrator in its individual capacity or any other capacity may become the owner or pledgee
of Certificates, and may deal with the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer, the Initial Purchasers and the Underwriters in banking transactions, with the same rights it would have if it were not
Trustee, Certificate Administrator or such agent, as the case may be.


 


Section 8.05          Payment
of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification. (a) On each Distribution
Date, prior to the distribution of amounts to the Certificateholders, the Certificate Administrator shall be entitled to withdraw
and pay the Trustee and itself its respective portion of the Trustee/Certificate Administrator Fee, as reasonable compensation
from amounts remitted to the Lower-Tier Distribution Account for all services rendered in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties of the Trustee and the Certificate Administrator at the Trustee/Certificate
Administrator Fee Rate.


 


(b)          If
the Trustee assumes the servicing responsibilities of the Master Servicer or the Special Servicer hereunder pursuant to or otherwise
arising from the resignation or removal of the Master Servicer or the Special Servicer, the Trustee shall be entitled to the compensation
to which the Master Servicer or the Special Servicer, as the case may be, would have been entitled (other than the rights of the
Special Servicer to receive any Workout Fee specified in Section 3.12(c) of this Agreement if the Special Servicer is terminated).


 


(c)          The
Trustee, the Custodian and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee, the Custodian or the Certificate Administrator
pursuant to and in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses
and disbursements of its counsel and of all persons not regularly in its employ), which the Certificate Administrator will be
entitled to withdraw from the Distribution Accounts prior to the distribution to Certificateholders to the extent set forth herein
and to the extent such payments are “unanticipated expenses incurred by the REMIC” within the meaning of Treasury
Regulations Section 1.860G-1(b)(iii) except any such expense, disbursement or advance as may arise from its negligence,
willful misconduct or bad faith; provided, that, subject to the last paragraph of Section 8.01 and Section 8.02(a)(iii)
of this Agreement, the Trustee, the Custodian or the Certificate Administrator shall not refuse to perform any of their respective
duties hereunder solely as a result of the failure to be paid their respective portion of the Trustee/Certificate Administrator
Fee, or the Trustee’s, Custodian’s or Certificate Administrator’s previously-incurred expenses, as applicable.
The term “unanticipated expenses incurred by the REMIC” shall include any fees, expenses and disbursement of any separate
Trustee or co-Trustee appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated
as of the Closing Date and are attributable to the Lower-Tier REMIC, the Upper-Tier REMIC and the losses, liabilities, damages,
claims or expenses (including reasonable attorneys’ fees) incurred or advanced by an Indemnified Party in connection with
any litigation arising out of this Agreement attributable to the Lower-Tier


 



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REMIC, the Upper-Tier REMIC or the Grantor Trust,
including, without limitation, under Section 2.03, Section 3.10, the third paragraph of Section 3.11, Section 4.05
and Section 7.01 of this Agreement.


 


The
Master Servicer and the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable expenses, disbursements
and advances incurred or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer
or the Special Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master
Servicer or Special Servicer (except in the case of removal of the Special Servicer without cause), as applicable, in accordance
with any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements of its counsel
and all other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from the negligence,
willful misconduct or bad faith of the Trustee.


 


(d)          Each
of the Certificate Administrator, the Custodian, the Paying Agent, the Trustee, the Depositor, the Master Servicer and the Special
Servicer (each, for purposes of this Section 8.05(d), an “Indemnifying Party”) shall (severally and not
jointly) indemnify the Trustee (both in its capacity as Trustee and individually) and the Certificate Administrator (in its capacity
as Certificate Administrator, Custodian, Paying Agent and individually) and each of their Affiliates and each of the directors,
officers, employees, representatives and agents of the Trustee and the Certificate Administrator and each of their Affiliates
(each, for purposes of this Section 8.05(d), an “Indemnified Party”), and hold each of them harmless against
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation,
reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying
Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying
Party’s respective willful misconduct, bad faith, fraud or negligence in the performance of each of its respective duties
hereunder or by reason of negligent disregard of its respective obligations and duties hereunder (including in the case of the
Master Servicer, any agent of the Master Servicer or sub-servicer).


 


The
Trust Fund shall indemnify each Indemnified Party and the Custodian from, and hold it harmless against, any and all losses, liabilities,
damages, penalties, fines, forfeitures, judgments, claims or unanticipated expenses (including, without limitation, reasonable
fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party
and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect of this Agreement,
the Mortgage Loans or the Certificates other than (i) resulting from the willful misconduct, bad faith, fraud or negligence of
the Indemnified Party or the Custodian, as applicable, in the performance of its obligations and duties under this Agreement,
(ii) by reason of its negligent disregard of those obligations or duties, or as may arise from a breach of any representation
or warranty of the Indemnified Party or the Custodian, as applicable, made in this Agreement and (iii) as to which such Indemnified
Party or the Custodian, as applicable, is entitled to indemnification pursuant to this Section 8.05(d). The right of reimbursement
of the Indemnified Parties under this Section 8.05(d) shall be senior to the rights of all Certificateholders.


 



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(e)          Notwithstanding
anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or the resignation,
removal or termination of the Trustee or the Certificate Administrator, as the case may be, regarding rights accrued prior to
such resignation, removal or termination and (with respect to any acts or omissions during its respective tenures) the resignation,
removal or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Certificate Administrator, the Certificate
Registrar or the Custodian.


 


(f)          This
Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses, disbursements,
advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental matter.


 


(g)          Each
of the Certificate Administrator, the Custodian, the Paying Agent and the Trustee (in each case with respect to itself only, for
purposes of this Section 8.05(g), an “Indemnifying Party”) shall (severally and not jointly) indemnify
the Trust Fund, the Depositor, the Master Servicer, the Special Servicer and each other, and each of their respective Affiliates
and each of the directors, officers, employees and agents of the Master Servicer and the Special Servicer and their respective
Affiliates (each, for purposes of this Section 8.05(g), an “Indemnified Party”), and hold each of them
harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including,
without limitation reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding
between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) resulting
from the applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence in the performance of its duties
hereunder or by reason of negligent disregard of its obligations and duties hereunder.


 


(h)          The
Certificate Administrator (for purposes of this Section 8.05(h), the “Indemnifying Party”) shall, solely
in its capacity as the 17g-5 Information Provider, indemnify each Mortgage Loan Seller and Deutsche Bank Securities Inc. (each,
for purposes of this Section 8.05(h), an “Indemnified Party”), and hold each of them harmless against
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation
reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying
Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) related to (i) the applicable
Indemnifying Party’s willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder or by
reason of negligent disregard of its obligations and duties hereunder or (ii) 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 willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder
or by reason of negligent disregard referred to in clause (i) above by the Indemnifying Party.


 


Section 8.06          Eligibility
Requirements for Trustee and Certificate Administrator. The Trustee and Certificate Administrator hereunder shall at all times:


 



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(i)            be
a corporation, national bank, national banking association or a trust company organized and doing business under the laws of any
state or the United States of America,


 


(ii)           be
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement,


 


(iii)          have
a combined capital and surplus of at least $50,000,000,


 


(iv)          (a)
have a rating on its unsecured long term debt of at least (1) “A2” by Moody’s and (2) “A-” by Fitch,
or (b) has been assigned such other ratings as are acceptable to the Rating Agencies,


 


(v)           be
subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or the
Special Servicer (except, in the case of the Trustee, during any period when the Trustee has assumed the duties of the Master
Servicer or Special Servicer, as the case may be, pursuant to Section 7.02 of this Agreement), and


 


(vi)          not
be a Prohibited Party.


 


Notwithstanding
the foregoing, if the Trustee or the Certificate Administrator meets the provisions of clauses (i) through (iii), (v) and
(vi) above, but does not meet the provisions of clause (iv) above, the Trustee or the Certificate Administrator, as the case
may be, shall be deemed to meet the provisions of such clause (iv) (A) if it appoints a fiscal agent as a back-up liquidity
provider, provided that such fiscal agent meets the provisions of clauses (i) through (vi) above and shall have assumed
in writing all obligations of the Trustee or the Certificate Administrator, as the case may be, to make Advances under this Agreement
as and when required of the Trustee or the Certificate Administrator, as the case may be, or (B) in the case of Wilmington Trust,
National Association solely with respect to Moody’s, a long-term senior unsecured debt rating of at least “Baa2”
by Moody’s if the Master Servicer has a long-term senior unsecured debt rating of at least “A2” by Moody’s
and a short-term debt rating of at least “P-1” by Moody’s. If a corporation or association publishes reports
of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then
for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If the place of business from which the Trustee
administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of either Trust
REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall elect either to (i) resign
immediately in the manner and with the effect specified in Section 8.07 of this Agreement, (ii) pay such tax and continue
as Trustee or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. If at
any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section,
the Trustee or the Certificate Administrator, as the case may be, shall resign immediately in the manner and with the effect specified
in Section 8.07 of this Agreement.


 



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Section 8.07          Resignation
and Removal of Trustee and Certificate Administrator. The Trustee and the Certificate Administrator may at any time
resign and be discharged from the trusts hereby created by giving written notice thereof to the Trustee, the Depositor, the
Certificate Administrator, the Operating Advisor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, the
Directing Holder and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement). Upon notice of resignation from the Trustee,
the Depositor shall promptly appoint a successor trustee, the appointment of which is subject to the requirements contained
in Section 8.06 of this Agreement and shall be, if no Control Termination Event has occurred and is continuing,
reasonably acceptable to the initial Directing Holder (or, in the event that there is a successor Directing Holder that is
not a Controlling Class Certificateholder as of the Closing Date, such successor Directing Holder). Upon notice of
resignation from the Certificate Administrator, the Trustee shall promptly appoint a successor certificate administrator, the
appointment of which is subject to the requirements contained in Section 8.06 of this Agreement. If no successor trustee
or certificate administrator shall have been so appointed and have accepted appointment within 30 days after the giving
of such notice of resignation, the resigning Trustee or Certificate Administrator, as the case may be, may petition any court
of competent jurisdiction for the appointment of a successor. The Trustee or the Certificate Administrator, as applicable,
shall bear all reasonable out of pocket costs and expenses of each other party hereto and each Rating Agency in connection
with its resignation.


 


If
at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
of this Agreement and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any
time the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent,
or a receiver of the Trustee or the Certificate Administrator, as the case may be (or of its property), shall be appointed, or
any public officer shall take charge or control of the Trustee or the Certificate Administrator, as the case may be (or of its
property or affairs), for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Master Servicer
may remove the Trustee or the Certificate Administrator, as the case may be, and the Depositor or the Master Servicer shall promptly
appoint a successor by written instrument, which shall be delivered to the Trustee or the Certificate Administrator, as the case
may be, so removed and to the successor.


 


The
Holders of Certificates entitled to at least 50% of the Voting Rights may at any time remove the Trustee or the Certificate Administrator
and appoint a successor by written instrument or instruments, in eight originals, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to each of the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Trustee, the Certificate Administrator and the successor trustee or certificate administrator,
as applicable.


 


In
addition, if the Trustee or the Certificate Administrator is terminated without cause, the terminating party shall pay all of
the expenses of the Trustee or the Certificate Administrator, as the case may be, necessary to affect the transfer of its responsibilities
to the successor.


 


If
the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement
and in and to the Mortgage Loans shall be


 



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terminated, other than any rights or obligations that accrued prior to the date of such
termination or removal (including the right to receive all fees, expenses, indemnities, and other amounts accrued or owing to
it under this Agreement, plus interest at the Advance Rate on all such amounts until received to the extent such amounts bear
interest as provided in this Agreement, with respect to periods prior to the date of such termination or removal).


 


If
the Certificate Administrator is terminated or removed pursuant to this Section 8.07, (i) all of its rights and obligations
under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior
to the date of such termination or removal (including the right to receive all fees, indemnities, expenses and other amounts accrued
or owing to it under this Agreement with respect to periods prior to the date of such termination or removal) and (ii) such
resignation, termination, or removal shall be effective with respect to each of its other capacities hereunder except its capacity
as Custodian (but including, without limitation, its capacities as Certificate Registrar, 17g-5 Information Provider, Paying Agent
and Authenticating Agent).


 


Upon
the resignation, assignment, or transfer of the Trustee or its business to a successor, or upon the termination of the Trustee,
(a) the outgoing Trustee, at its own expense without right to reimbursement therefor, shall (A) endorse the original
executed Note for each Mortgage Loan (to the extent that the original executed Note for each Mortgage Loan was endorsed to the
outgoing Trustee), without recourse, representation or warranty, express or implied, to the order of the successor, as trustee
for the registered holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates or in blank, and (B) in
the case of the other assignable Loan Documents (to the extent such other Loan Documents were assigned to the outgoing Trustee),
assign and record such Loan Documents to such successor, and such successor shall review the documents delivered to it or to the
Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement,
such endorsement and assignment has been made; (b) if any original executed Note for a Mortgage Loan was not endorsed to
the outgoing Trustee, the Custodian shall deliver such Note to the successor trustee and the Custodian shall cooperate with any
successor trustee to ensure that such Note is endorsed (without recourse, representation or warranty, express or implied) to the
order of the successor trustee, as trustee for the registered holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through
Certificates or in blank. If any assignable Loan Document (other than the Note) was not assigned to the outgoing Trustee or if
the Trustee is removed pursuant to Section 8.07 without cause, with respect to the Loan Documents identified in clause (B) of
the preceding sentence, the Custodian shall deliver such Loan Document to the successor trustee and, if appropriate, such Loan
Documents shall be recorded at the expense of the Trust (i) prior to the occurrence and continuance of a Control Termination
Event, with the consent of the Controlling Class Representative, (ii) after the occurrence and continuance of a Control Termination
Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling
Class Representative and the Operating Advisor and (iii) after the occurrence and continuance of a Consultation Termination
Event, after consultation with the Operating Advisor and the reasonable cooperation (as determined by the Depositor) of the Depositor.


 



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Section 8.08          Successor
Trustee and Certificate Administrator. (a) Any successor trustee or certificate administrator shall execute, acknowledge
and deliver to the Depositor, the Operating Advisor, the Master Servicer, the Certificate Administrator (or in the case of a successor
certificate administrator, to the predecessor Certificate Administrator) and the Trustee, as the case may be, instruments accepting
their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator,
as applicable, shall become effective and such successor, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named
as Trustee or Certificate Administrator, as applicable, herein; provided that such successor shall satisfy the requirements
contained in Section 8.06 of this Agreement. The predecessor Trustee or Certificate Administrator, as applicable, shall deliver
to its successor all Mortgage Files and related documents and statements held by it hereunder, and the Depositor and the predecessor
Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in the successor all such rights, powers, duties and
obligations. No successor trustee or certificate administrator, as the case may be, shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor shall be eligible under the provisions of Section 8.06
of this Agreement.


 


Upon
acceptance of appointment by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the
succession of such Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If
the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Depositor.


 


(b)          Any
successor trustee appointed pursuant to this Agreement shall satisfy the eligibility requirements set forth in Section 8.06
hereof.


 


Section 8.09          Merger
or Consolidation of Trustee or Certificate Administrator. Any corporation into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator, shall
be the successor of the Trustee or the Certificate Administrator, as the case may be, hereunder; provided that such
corporation shall be eligible under the provisions of Section 8.06 of this Agreement 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
Trustee or the Certificate Administrator, as applicable, shall notify the other parties hereto of any such event, and the
Certificate Administrator shall post notice of such merger or consolidation to the Certificate Administrator’s Website
in accordance with Section 3.14(d) of this Agreement and provide notice of such event to the 17g-5 Information Provider
(who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of
this Agreement).


 


Section 8.10          Appointment
of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the


 



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time be
located, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint
one or more Persons approved by the Trustee to act (at the expense of the Trust) as co-Trustee or co-Trustees, jointly with the
Trustee, or separate Trustee or separate Trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons,
in such capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the
Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case a
Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment.
Except as required by applicable law, the appointment of a co-Trustee or separate Trustee shall not relieve the Trustee of its
responsibilities, obligations and liabilities hereunder. No co-Trustee or separate Trustee hereunder shall be required to meet
the terms of eligibility as a successor Trustee under Section 8.06 hereunder and no notice to Holders of Certificates of
the appointment of co-Trustee(s) or separate Trustee(s) shall be required under Section 8.08 hereof.


 


In
the case of any appointment of a co-Trustee or separate Trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate Trustee or co-Trustee jointly (it being understood that such separate Trustee or co-Trustee is not authorized
to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the 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 Fund or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate Trustee or co-Trustee solely at the direction of the Trustee.


 


No
Trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement.
The Depositor and the Trustee acting jointly may at any time accept the resignation of or remove any separate Trustee or co-Trustee,
or if the separate Trustee or co-Trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of
or remove any separate Trustee or co-Trustee.


 


Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate Trustees
and co-Trustees, as effectively as if given to each of them. Every instrument appointing any separate Trustee or co-Trustee shall
refer to this Agreement and the conditions of this Article VIII. Every such instrument shall be filed with the Trustee. Each
separate Trustee and co-Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the
liability of, or affording protection to, the Trustee. In no event shall any such separate Trustee or co-Trustee be entitled to
any provision relating to the conduct of, affecting the liability of or affording protection to such separate Trustee or co-Trustee
that imposes a standard of conduct less stringent than that imposed by the Trustee hereunder, affording greater


 



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protection than
that afforded to the Trustee hereunder or providing a greater limit on liability than that provided to the Trustee hereunder.


 


Any
separate Trustee or co-Trustee may, at any time, constitute the Trustee 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.


 


Article IX



TERMINATION


 


Section 9.01          Termination. (a)
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates (other than the obligations of the
Certificate Administrator to make certain payments and to send certain notices to Certificateholders as hereinafter set forth)
shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced Companion Loan Noteholders
of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer, as the case may be,
required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage
Loans and all other property held by the Trust Fund in accordance with Section 9.01(c) of this Agreement; (ii) the exchange
by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of this Agreement;
and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust
Fund, or (b) the liquidation and disposition pursuant to this Agreement of the last asset held by the Trust Fund; provided,
that in no event shall the trust created hereby continue beyond the expiration of twenty-one years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the
date hereof.


 


For
purposes of this Section 9.01, the Sole Certificateholder shall have the first option to terminate the Trust Fund, pursuant
to Section 9.01(g), and then the Certificateholder owning a majority of the Percentage Interests in the Controlling Class,
the Special Servicer and the Master Servicer, in that order, shall have the option to terminate the Trust Fund pursuant to subsection (c).
For purposes of this Section 9.01, the Directing Holder with the consent of the Holders of the Controlling Class, shall act
on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust Fund and terminating the Trust.


 


(b)          The
Trust Fund, the Lower-Tier REMIC and the Upper-Tier REMIC shall be terminated and the assets of the Trust Fund shall be sold or
otherwise disposed of in connection therewith, only pursuant to a “plan of complete liquidation” within the meaning
of Section 860F(a)(4)(A) of the Code providing for the actions contemplated by the provisions hereof and pursuant to
which the applicable Notice of Termination is given, and requiring that the Trust Fund, the Lower-Tier REMIC and the Upper-Tier
REMIC shall terminate on a Distribution Date occurring not more than 90 days following the date of adoption of the plan of


 



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complete liquidation. For purposes of this Section 9.01(b), the Notice of Termination given pursuant to Section 9.01(c)
of this Agreement shall constitute the adoption of the plan of complete liquidation as of the date such notice is given, which
date shall be specified by the Certificate Administrator in the final federal income tax returns of the Upper-Tier REMIC and the
Lower-Tier REMIC. Notwithstanding the termination of the Lower-Tier REMIC or the Upper-Tier REMIC or the Trust Fund, the Certificate
Administrator shall be responsible for filing the final Tax Returns for each such REMIC and for the Grantor Trust for the period
ending with such termination, and shall retain books and records with respect to such REMICs and the Grantor Trust for the same
period of retention for which it maintains its own tax returns or such other reasonable period. The Trustee shall sign all Tax
Returns and other reports required by this Section.


 


(c)          The
Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee,
the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund,
and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash,
equal to the sum of, without duplication:


 


(i)          100%
of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the last day of the month preceding such
Anticipated Termination Date (less any P&I Advances previously made on account of principal);


 


(ii)         the
fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated
Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days
prior to the last day of the month preceding such Distribution Date;


 


(iii)        all
unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related
Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding such Anticipated Termination
Date (less any P&I Advances previously made on account of interest); and


 


(iv)        the
aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special
Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC® License Fees
and Trust Fund expenses.


 


If
the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Master Servicer or the Special
Servicer purchases all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund in accordance with this Section 9.01(c), the Certificateholder owning a majority of the Percentage Interests in the
Controlling Class, the Master Servicer or the Special Servicer, as applicable, shall deposit in the Lower-Tier Distribution Account
not later than the Servicer Remittance Date


 



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relating to the Anticipated Termination Date on which the final distribution on the
Certificates is to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive of any
portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a) of this Agreement, which
portion shall be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Certificate Administrator
for deposit in the Lower-Tier Distribution Account all amounts required to be transferred thereto on the Servicer Remittance Date
from the Collection Account, together with any other amounts on deposit in the Collection Account that would otherwise be held
for future distribution. Upon confirmation by the Master Servicer in writing that it has transferred all such amounts to the Certificate
Administrator, the Custodian shall release or cause to be released to the Certificateholder owning a majority of the Percentage
Interests in the Controlling Class, the Master Servicer or the Special Servicer, as applicable, the Mortgage Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by such purchasing party
as shall be necessary to effectuate transfer of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining
in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Article IX.


 


For
purposes of this Section 9.01, the Directing Holder with the consent of the Holders of the Controlling Class, shall act on behalf
of the Holders of the Controlling Class in purchasing the assets of the Trust Fund and terminating the Trust.


 


As
a condition to the purchase of the assets of the Trust Fund pursuant to this Section 9.01(c), the purchaser shall deliver
to the Trustee and the Certificate Administrator an Opinion of Counsel, which shall be at the expense of such purchaser, stating
that such termination will be a “qualified liquidation” under Section 860F(a)(4)(A) of the Code. All costs
and expenses incurred by any and all parties to this Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party exercising its purchase
rights hereunder. The Trustee and the Certificate Administrator shall be entitled to rely conclusively on any determination made
by an Independent appraiser pursuant to this subsection (c).


 


(d)          If
the Trust Fund has not been previously terminated pursuant to subsection (c) of this Section 9.01, the Certificate
Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator reasonably anticipates,
based on information with respect to the Mortgage Loans previously provided to it, that the final distribution will be made to
the Holders of outstanding Regular Certificates, notwithstanding that such distribution may be insufficient to distribute in full
the Certificate Balance of each Class of Certificates, together with amounts required to be distributed on such Distribution Date
pursuant to Section 4.01(b) of this Agreement; provided, that, if no such Classes of Certificates are then outstanding,
the final distribution shall be made (i) to the Holders of the Class LR Certificates of any amount remaining in the
Collection Accounts or the Lower-Tier Distribution Account, and (ii) to the Holders of the Class R Certificates of any
amount remaining in the Upper-Tier Distribution Account.


 


(e)          Notice
of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator to Certificateholders
(with a copy to the Trustee, the Master Servicer, the Special Servicer, the Mortgage Loan Sellers, the Operating Advisor, the
related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who


 



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shall promptly post such notice to
the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement)), at their addresses shown
in the Certificate Registrar not more than 30 days, and not less than ten days, prior to the Anticipated Termination Date.
The notice mailed by the Certificate Administrator to Certificateholders shall:


 


(i)           specify
the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of the Classes
specified therein;


 


(ii)          specify
the amount of any such final distribution, if known; and


 


(iii)         state
that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the office
of the Paying Agent therein specified.


 


If
the Trust Fund is not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly
mail notice thereof to each Certificateholder.


 


(f)           Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01 shall
not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to
surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of
their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of
the assets which remain held. If within two years after the second notice any Certificates shall not have been surrendered for
cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof, and
the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its
termination as Certificate Administrator hereunder and the transfer of such amounts to a successor certificate administrator and
(ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with this Section 9.01. Any amounts remaining in the Class V Distribution
Account representing Excess Interest shall be distributed to the Holders of the Class V Certificates.


 


(g)           Following
the date on which the Class X-A Notional Amount, the Class X-B Notional Amount and the Class X-C Notional Amount
and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall
have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the Sole Certificateholder has only taken an assignment of the


 



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Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) other than the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) by giving written notice to all the parties hereto no later than 60 days prior to the anticipated date
of exchange; provided that such Sole Certificateholder pays to the Certificate Administrator as additional compensation
an amount equal to one day of interest calculated at the Prime Rate on the aggregate Certificate Balance of the Sequential Pay
Certificates as of the first day of the current calendar month and such Sole Certificateholder pays to the Master Servicer as
additional compensation an amount equal to (i) the product of (a) the Prime Rate, (b) the aggregate Certificate Balance of the
then outstanding Certificates (other than any Class of Class X Certificates, the Class V Certificates, the Class R Certificates
and the Class LR Certificates) as of the date of the exchange and (c) three, divided by (ii) 360, for the Mortgage Loans
and any REO Properties remaining in the Trust Fund and such payments shall be treated as made by the Sole Certificateholder directly
to the Certificate Administrator and the Master Servicer and not through or by either of the Trust REMICs; provided, further,
that if the Holders of the Class X-D, Class X-E and Class X-F Certificates have assigned their Voting Rights to the “Sole
Certificateholder”, then the Sole Certificateholder may exchange the Class E, Class F, Class G and Class H Certificates
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a),
and the Holders of the Class X-D Certificates shall be entitled to exchange those Certificates for consideration in an amount
to be agreed by the Sole Certificateholder and the Holders of the Class X-D, Class X-E and Class X-F Certificates (the “Class X
Payoff Amount”); provided, that the Class X Payoff Amount shall consist solely of cash or other assets otherwise
payable or deliverable by the Trust to the Sole Certificateholder and to no other Person. If the Sole Certificateholder elects
to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates if the
Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) other than the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund in accordance with the preceding
sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, shall deposit in the 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 Certificate Administrator, the Operating Advisor and the Trustee
hereunder through the date of the liquidation of the Trust Fund that may be withdrawn from the Collection Account, or an escrow
account acceptable to the respective parties hereto, pursuant to Section 3.06(a) of this Agreement or that may be withdrawn
from the Distribution Accounts pursuant to Section 3.06(f) and Section 3.06(h) of this Agreement, but only to the extent
that such amounts are not already on deposit in the Collection Account. In addition, the Master Servicer shall transfer all amounts
required to be transferred to the Certificate Administrator for deposit in the Lower-Tier Distribution Account on such Servicer
Remittance Date from the Collection Account pursuant to Section 3.05 of this Agreement. Upon confirmation from the Certificate
Administrator that such final deposits have been made and following the surrender of all the then-outstanding Certificates (other
than (i) the Class X-D, Class X-E and Class X-F Certificates if the Sole Certificateholder has only taken an assignment of the
Voting Rights of the Class X-D, Class X-E and Class X-F Certificates pursuant to the definition of “Sole Certificateholder”
and (ii) other than the Class V, Class R and Class LR Certificates) on the final Distribution Date to the Certificate
Administrator, the Custodian


 



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shall (i) upon receipt of a Request for Release from the Master Servicer, release to the Sole
Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer
of the Mortgage Loans and REO Properties remaining in the Trust Fund and (ii) if the Sole Certificateholder has only taken an
assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates pursuant to the definition of “Sole
Certificateholder”, upon receipt of the Class X-D, Class X-E and Class X-F Certificates, release the Class X Payoff
Amount to the Holders of the Class X-D, Class X-E and Class X-F Certificates, and the Trust Fund shall be liquidated in accordance
with this Article IX; provided, that the release of the Class X Payoff Amount to the Holders of the Class X-D,
Class X-E and Class X-F Certificates shall be deemed to be delivery of the Class X Payoff Amount by the Trust to the Sole
Certificateholder and by the Sole Certificateholder to the Holders of the Class X-D, Class X-E and Class X-F Certificates. The
remaining Mortgage Loans and REO Properties are deemed distributed to the Sole Certificateholder in liquidation of the Trust Fund
pursuant to this Article IX. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased
the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of its Certificates (other than the
Class V, Class R and Class LR Certificates), plus accrued, unpaid interest with respect thereto, and the Certificate
Administrator shall credit such amounts against amounts distributable in respect of the Lower-Tier Regular Interests and such
Certificates.


 


(h)          The
duties of the Operating Advisor under this Agreement shall terminate, without cost or expense to the Operating Advisor, upon termination
of the Trust Fund.


 


Article X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 10.01          Intent
of the Parties; Reasonableness. Except with respect to Section 10.08, Section 10.11, Section 10.13, Section 10.14,
Section 10.15, Section 10.16 and Section 10.17, the parties hereto acknowledge and agree that the purpose of this
Article X is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced Companion Loan) with the provisions of Regulation AB and related rules and regulations of the Commission. None of the
Depositor, the Certificate Administrator or the Trustee shall exercise its rights to request delivery of information or other
performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities
Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder. The parties
to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive
guidance provided by the Commission or its staff, and agree to comply, subject to Section 10.02, with reasonable requests
made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion
Loan), the Certificate Administrator or the Trustee in reasonable good faith for delivery of information under these provisions
on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations require compliance and are
not “grandfathered” and do not mandate compliance). In connection with the COMM
2015-CCRE24 Commercial Mortgage Pass-Through Certificates and any Other Securitization subject to Regulation AB that includes
a Serviced Companion Loan, subject to the


 



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preceding sentence, each of the parties to this Agreement shall cooperate fully with
the Depositor, the Certificate Administrator, the Trustee and any Other Depositor or Other Trustee of any Other Securitization
that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor, the Certificate Administrator,
the Trustee and any such Other Depositor or Other Trustee, as applicable (including any of their assignees or designees), any
and all information in its possession and necessary in the reasonable good faith determination of the Depositor, the Certificate
Administrator, the Trustee or such Other Depositor or Other Trustee, as applicable, to permit the Depositor or such Other Depositor,
as applicable, to comply with the provisions of Regulation AB, together with such disclosure relating to the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, as applicable, and any Servicing Function
Participant, or the Servicing of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) (or, if applicable, the related
Serviced Companion Loan), reasonably believed by the Depositor, the Certificate Administrator, the Trustee or the related Other
Depositor or the related Other Trustee, as applicable, in good faith to be necessary in order to effect such compliance. Each
party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section 10.01,
but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor,
the Certificate Administrator or the Trustee, as applicable, to satisfy any related filing requirements.


 


For
purposes of this Article X, 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 10.02          Notification
Requirements and Deliveries in Connection with securitization of a Serviced Companion Loan. (a) Any other provision
of this Article X to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth in
this Article X, in connection with the requirements contained in this Article X that provide for the delivery of information
and other items to, and the cooperation with, the Other Depositor and Other Trustee of any Other Securitization that includes
a Companion Loan and is subject to Regulation AB, no party hereunder shall be obligated to provide any such items to or cooperate
with such Other Depositor or Other Trustee until the Other Depositor or Other Trustee of such Other Securitization has provided
each party hereto with not less than 10 Business Days’ (or such shorter period as required for such Other Depositor or Other
Trustee to comply with related filing obligations, provided that (i) such Other Depositor or Other Trustee, as applicable, has
provided written notice as soon as reasonably practicable and, concurrently with such written notice, obtained verbal confirmation
of receipt of such written notice, in each case, in accordance with Section 11.05 of this Agreement and (ii) such period shall
not be less than 3 Business Days’) written notice (which shall only be required to be delivered once) (i) stating that such
Other Securitization is subject to Regulation AB and that the Other Securitization is subject to Exchange Act reporting, and (ii) specifying
in reasonable detail the information and other items requested to be delivered (insofar as such information or other items are
not expressly identified herein); provided, that if Exchange Act reporting is being requested, such Other Depositor or
Other Trustee is only required to provide a single written notice to such effect. Any reasonable cost and expense of the Master
Servicer, Special Servicer, Operating Advisor, Trustee and Certificate Administrator in cooperating with such Other Depositor
or Other Trustee of such


 



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Other Securitization (above and beyond their expressed duties hereunder) shall be the responsibility
of such Other Depositor or Other Securitization. The parties hereto shall have the right to request written confirmation from
the Other Depositor or Other Trustee of such Other Securitization as to whether Regulation AB or the Exchange Act requires the
delivery of the items identified in this Article X to such Other Depositor and Other Trustee of such Other Securitization
prior to providing any of the reports or other information required to be delivered under this Article X in connection therewith
and if any such party makes such a request, then (i) upon such requesting party’s receipt of such written confirmation,
such requesting party shall comply with the deadlines for delivery set forth in this Article X with respect to such Other
Securitization and (ii) until such requesting party’s receipt of such written confirmation, such party shall not be
required to deliver such items. The parties hereunder shall also have the right to require that such Other Depositor provide them
with the contact details of such Other Depositor, Other Trustee and any other parties to the Other Pooling and Servicing Agreement
relating to such Other Securitization.


 


(b)          Each
of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written
request given in accordance with the terms of Section 10.02(a) above, and subject to a right of the Master Servicer, the
Special Servicer, the Certificate Administrator or the Trustee, as the case may be, to review and approve such disclosure materials,
permit a holder of a related Serviced Companion Loan to use such party’s description contained in the Prospectus (updated
as appropriate by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable) for
inclusion in the disclosure materials relating to any securitization of a Serviced Companion Loan.


 


(c)          The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given
in accordance with the terms of Section 10.02(a) above, shall each timely provide (to the extent the out-of-pocket cost thereof
is paid or caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to any Other Securitization
that includes a Serviced Companion Loan such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect
to the updated description referred in Section 10.02(b) with respect to such party, substantially identical to those,
if any, delivered by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may
be, or their respective counsel, in connection with the information concerning such party in the Prospectus and/or any other disclosure
materials relating to this Trust (updated as deemed appropriate by the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, or their respective legal counsel, as the case may be). Neither the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee shall be obligated to deliver any such item with respect to the securitization
of a Serviced Companion Loan if it did not deliver a corresponding item with respect to this Trust.


 


(d)          Each
of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request
given in accordance with the terms of Section 10.02(a) above, shall provide (to the extent the out-of-pocket cost thereof is paid
or caused to be paid by the applicable party set forth below in this Section 10.02(d)) to the Other Depositor and the Other Trustee
under the Other Pooling and Servicing Agreement related to any Other Securitization the following: (i) any information (including,
but not limited to,


 



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disclosure information) required for such Other Securitization to comply in a timely manner with applicable
filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to such information that are substantially similar to those delivered by the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as the case may be, or their respective counsel, in connection with the
information concerning such party in the Prospectus and/or any other disclosure materials relating to this Trust.


 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization in connection with the closing of this COMM 2015-CCRE24
Mortgage Trust securitization transaction, 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 Certificate Administrator
or the Trustee, as the case may be, pursuant to this Section 10.02(d) 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 mortgage loan seller that transferred the related Serviced Companion Loan to the related Other
Depositor for inclusion in such Other Securitization.


 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization as a result of the termination, removal, resignation
or any other replacement of the Master Servicer, the Special Servicer, the Trustee 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 Certificate Administrator or the Trustee, as the case may be,
pursuant to this Section 10.02(d) 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.


 


Section 10.03          Information
to be Provided by the Master Servicer and the Special Servicer. (a) For so long as the Trust is subject to the reporting
requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Companion Loan is subject
to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 10.09) in connection
with the succession to the Master Servicer, Special Servicer or any Servicing Function Participant (if such Servicing Function
Participant is a servicer as contemplated by Item 1108(a)(2) of Regulation AB) as servicer or Sub-Servicer under or as contemplated
by this Agreement or any related Other Pooling and Servicing Agreement by any Person (i) into which the Master Servicer,
Special Servicer or such Servicing Function Participant may be merged or consolidated, (ii) which may be appointed as a sub-servicer
(other than the appointment of a Mortgage Loan Seller Sub-Servicer) by a Master Servicer or Special Servicer, or (iii) that
is appointed as a successor Master Servicer or successor Special Servicer pursuant to Section 3.22 or Section 7.02,
the Master Servicer, the Special Servicer or any Servicing Function Participant (with respect to the foregoing clauses (i) and
(ii)) or the successor Master Servicer or the successor Special Servicer (with respect to the foregoing clause (iii)) shall,
as a condition to such succession and at the reasonable expense of the same party or parties required to pay the costs and expenses
relating to such succession pursuant to this Agreement, provide to the Depositor and to any Other Depositor related to any Other


 



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Securitization that includes a Serviced Companion Loan, at least 5 Business Days (other than a succession or appointment pursuant
to Section 7.01(b) for which notice shall be delivered as soon as reasonably practicable) 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 second Business Day after such effective date, but in no event later
than the time required pursuant to Section 10.09, (x) written notice to the Trustee, the Certificate Administrator and
the Depositor (and any Other Trustee and Other Depositor related to any Other Securitization that includes a Serviced Companion
Loan) of such succession or appointment, (y) in writing and in form and substance reasonably satisfactory to the Trustee,
the Certificate Administrator and the Depositor (or any Other Trustee or Other Depositor of any Other Securitization that includes
a Serviced Companion Loan), all information relating to such successor reasonably requested by the Depositor (or such Other Depositor)
so that it may comply with its reporting obligation under Items 1.01 and 6.02 of Form 8-K with respect to any Class of Certificates
or Serviced Companion Loan Securities and (z) such opinion(s) of counsel, certifications and/or indemnification agreement(s)
with respect to such information that are substantially similar to those delivered by the Master Servicer or the Special Servicer,
as the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus and/or
any other disclosure materials relating to this Trust.


 


Section 10.04          Information
to be Provided by the Trustee. (a) For so long as the Trust or Other Securitization is subject to the reporting requirements
of the Exchange Act, (in addition to any requirements contained in Section 10.09) in connection with the succession to the
Trustee as Trustee or appointment of a co-Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, (ii) which may be appointed as a co-Trustee or separate Trustee pursuant to Section 8.10, or (iii) that
is appointed as a successor Trustee pursuant Section 8.08, the Trustee (with respect to the foregoing clauses (i) and (ii))
or the successor Trustee (with respect to the foregoing clause (iii)) shall, as a condition to such succession and at the
reasonable expense of the same party or parties required to pay the costs and expenses relating to such succession pursuant to
this Agreement, provide to the Depositor and to the Other Depositor related to any Other Securitization that includes a Serviced
Companion Loan, at least 5 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 immediately
following such effective date, but in no event later than the time required pursuant to Section 10.09, (x) written notice
to the Depositor, and to the Other Depositor related to any Other Securitization that includes a Serviced Companion Loan, of such
succession or appointment, (y) in writing and in form and substance reasonably satisfactory to the Depositor, and to the
Other Depositor related to any Other Securitization that includes a Serviced Companion Loan, all information reasonably requested
by the Depositor, or such Other Depositor, so that it may comply with its reporting obligation under Items 1.01 and 6.02 of Form
8-K with respect to any Class of Certificates or Serviced Companion Loan Securities and (z) such opinion(s) of counsel, certifications
and/or indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the
Trustee or their respective counsel, in connection with the information concerning such party in the Prospectus and/or any other
disclosure materials relating to this Trust.


 



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Section 10.05          Filing
Obligations. (a) Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee shall, and each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee, as applicable, shall use commercially reasonable efforts to cause each Servicing Function Participant (other
than (x) any party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing
relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) to, reasonably cooperate with the Certificate
Administrator and the Depositor (and any Other Trustee or Other Depositor related to any Other Securitization that includes a
Serviced Companion Loan) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s
or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements
under the Exchange Act.


 


(b)          [Reserved].


 


(c)          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, solely to the extent that the Master Servicer is in receipt of the
updated financial statements of such “significant obligor” for any calendar quarter (other than the fourth calendar
quarter of any calendar year), beginning with the first calendar quarter following receipt of such notice from the Other Depositor,
or the updated financial statements of such “significant obligor” for any calendar year, beginning for the calendar
year following such notice from the Other Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor and
Other Trustee, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly
Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
(A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI
Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, such financial statements of such “significant obligor”, together with the net operating income of
such “significant obligor” for the applicable period as calculated by the Master Servicer in accordance with CREFC®
guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of such “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as reported by the related Mortgagor in such financial
statement.


 


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 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


 



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such Other Depositor under
the Exchange Act) to obtain the periodic financial statements of the related Borrower under the related 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
Pooling and Servicing Agreement.


 


Section 10.06          Form
10-D Filings. Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the
Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act and the rules
and regulations of the Commission thereunder, in form and substance as required by the Exchange Act and such rules and regulations.
A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator
shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto; provided that the Certificate
Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and
the identity of the Rating Agencies. Any 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 paragraph immediately below, be reported
by the parties set forth on Schedule IV and directed to the Certificate Administrator and the Depositor 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 IV) absent such reporting, direction and approval after the date hereof. The Certificate Administrator shall
include in any Form 10-D filed by it, without limitation, to the extent such information is provided to the Certificate Administrator
by the Depositor for inclusion therein, (i) 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 (ii) 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. 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 and for so long as any Other Securitization
that includes a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, within five calendar days
after the related Distribution Date, (i) the parties listed on Schedule IV hereto shall be required to provide to
the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant with a copy to the Master
Servicer) (and to any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Companion
Loan), to the extent a


 



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Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledge (other than
Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible
Officer, as the case may be or any lawyer in the in house legal department of such party), in EDGAR Compatible Format, or in such
other format as otherwise agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and Other Depositor)
and such party, the form and substance of the Additional Form 10-D Disclosure described on Schedule IV applicable to such
party, (ii) the parties listed on Schedule IV hereto shall include with such Additional Form 10-D Disclosure, an Additional
Disclosure Notification in the form attached hereto as Exhibit Z and (iii) the Certificate Administrator shall,
at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor to the extent that 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
the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D; provided
that if the Certificate Administrator does not receive a response from the Depositor by such time the Depositor will be deemed
to have consented to the inclusion of such Additional Form 10-D Disclosure. Other than to the extent provided for in clause (iii)
above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed
on Schedule IV of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed and any expenses incurred
by the Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
paragraph.


 


After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to
the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the
filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any
changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative
of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D,
upon signature thereof as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City time) on the 15th
calendar day after the related Distribution Date or (ii) if agreed to prior to the time set forth in clause (i) above,
such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing
such Form 10-D. 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 shall follow the procedures set forth in Section 10.10(b). After filing with the Commission, the Certificate
Administrator shall, pursuant to Section 4.02(b), make available on the Certificate Administrator’s website a final
executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 10.06 related to the timely preparation
and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing
all applicable deadlines in the performance of their duties under this Section 10.06. The Certificate Administrator shall
have no liability for


 



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any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare 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.


 


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 represents to the Certificate Administrator that the Depositor has filed all
such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days.
The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution
Date during any year in which the Trust is required to file a Form 10-D if the answer to the questions should be “no”;
provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization
contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect
to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified
by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence,
the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months)
from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period.
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form
10-D.


 


Section 10.07          Form
10-K Filings. Within 90 days 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 with fiscal year 2015, 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 applicable Certifying Servicer, as described under Section 10.11;


 


(ii)        (A) the
annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under
Section 10.12, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria
described under Section 10.12 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 10.12 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;


 



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(iii)          (A) the
registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.13, and (B) if
any registered public accounting firm attestation report described under Section 10.13 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 described in Section 10.08.


 


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
V hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee related to any Other
Securitization that includes a Serviced Companion Loan) and approved by the Depositor (and such Other Depositor), and the Certificate
Administrator (or such Other Trustee) 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
V) absent such reporting and approval.


 


Not
later than 10 Business Days after the end of each fiscal year for which the Trust (or any Other Securitization that includes a
Serviced Companion Loan) is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (and
the parties to any Other Pooling and Servicing Agreement with respect to any Other Securitization that includes such Serviced
Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party. Not
later than the end of each year for which the Trust is required to file a Form 10-K, (i) the Certificate Administrator shall
upon request provide to each Mortgage Loan Seller, Other Depositor and Other Trustee 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 and (ii) the Master Servicer
or the Special Servicer, as applicable, shall provide to each related Mortgage Loan Seller written notice of any change in the
identity of any Sub-Servicer that is a Servicing Function Participant or an Additional Servicer engaged by the Master Servicer
or the Special Servicer, as applicable, including the name and address of any new Sub-Servicer that is a Servicing Function Participant
or an Additional Servicer.


 


With
respect to any Other Securitization that includes a Serviced Companion Loan, not later than the end of each year for which the
Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide
to each mortgage loan seller with respect to such Other Securitization 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 and (ii) the Master Servicer or the
Special Servicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity
of any Sub-Servicer that is a Servicing Function Participant or an Additional Servicer engaged by the Master Servicer or the Special
Servicer for the servicing of such Serviced Loan Combination, as applicable, including the name and address of any new Sub-Servicer
that is a Servicing Function Participant or an Additional Servicer.


 



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For
so long as the Trust (or any Other Securitization that includes a Serviced Companion Loan) is subject to the reporting requirements
of the Exchange Act, by March 10th (with a grace period through March 15th), commencing in March 2016 (i) the
parties listed on Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and
in the case of any Servicing Function Participant with a copy to the Master Servicer) (and to any Other Depositor or Other Trustee
related to any Other Securitization that includes a Serviced Companion Loan), to the extent a Servicing Officer or a Responsible
Officer, as the case may be, thereof has actual knowledge (other than with respect to Items 1117 and 1119 of Regulation AB as
to such party which shall be reported if actually known by any Servicing Officer or any lawyer in the in house legal department
of such party), in EDGAR Compatible Format (to the extent available to such party in such format), or in such other form as otherwise
agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and Other Depositor) and such party, the
form and substance of the Additional Form 10-K Disclosure described on Schedule V applicable to such party, (ii) include
with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Z
and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice
to the Depositor to the extent that 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 the applicable party. No later than March 15th, the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure
on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such time
the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent
provided for in clause (iii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce
the performance by the parties listed on Schedule V of their duties under this paragraph or proactively solicit or procure
from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable fees assessed
and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on
Form 10-K pursuant to this paragraph.


 


After
preparing the Form 10-K, on or prior to the 6th Business Day prior to the 10-K Filing Deadline, the Certificate Administrator
shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after
receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approved of such Form 10-K. No later than 5:00 p.m., New York City
time, on the 4th 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. The Certificate Administrator shall file such Form 10-K, upon signature
thereof as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City time) on the 10-K Filing Deadline
or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission
for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. 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 10.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant
to Section 4.02(b), make available on its internet website a final


 



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executed copy of each Form 10-K prepared and filed by
the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 10.07 related to the timely preparation and filing of Form 10-K is contingent upon such
parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance
of their duties under this Article X. The Certificate Administrator shall have no liability with respect to any failure to
properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from
any other party any information 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.


 


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 represents to the Certificate Administrator that the Depositor has filed all
such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days.
The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during
any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided
that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated
by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange
Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor;
provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor
may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the
date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate
Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.


 


Section 10.08          Sarbanes-Oxley
Certification. Each Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”),
as set forth in Exhibit Y attached hereto, required to be included therewith pursuant to the Sarbanes-Oxley Act. Each
Reporting Servicer shall, and each Reporting Servicer shall use commercially reasonable efforts to cause each Servicing Function
Participant (other than (x) any party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has
entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan), to provide
to the Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a Serviced Companion
Loan (the “Certifying Person”), by March 10th (with a grace period through March 15th) of each year
in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization
that includes a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a
“Performance Certification”), in the form attached hereto as Exhibit O, Exhibit P,
Exhibit Q, Exhibit R, Exhibit S, Exhibit AA or Exhibit BB, as applicable,
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, “Certification Parties”) can reasonably
rely. The senior officer in charge of securitization of the Depositor shall serve as


 



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the Certifying Person on behalf of the Trust.
The Certifying Person at the Depositor can be contacted at Deutsche Mortgage & Asset Receiving Corporation at 60 Wall
Street, New York, New York 10005, Attention: Lainie Kaye, with a copy to Salvatore Palazzolo, Esq. If any Reporting Servicer is
terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement, such Reporting Servicer
shall provide a Performance Certification to the Certifying Person pursuant to this Section 10.08 with respect to the period
of time it was subject to this Agreement or the applicable Sub-Servicing Agreement. Notwithstanding the foregoing, the Trustee
shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing
Criteria applicable to it.


 


Notwithstanding
the foregoing, nothing in this Section 10.08 shall require any Reporting Servicer (i) to certify or verify the accurateness
or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional
Servicer or any other third party retained by it that is not a Sub-Servicer listed on Exhibit T or a Sub-Servicer
appointed pursuant to Section 3.01(c)), (ii) to certify information other than to such Reporting Servicer’s knowledge
and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of
information and reports, to certify anything other than that all fields of information called for in written reports prepared
by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Each
Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual
compliance statement provided pursuant to Section 10.11, (ii) annual report on assessment of compliance with servicing
criteria provided pursuant to Section 10.12 and (iii) registered public accounting firm attestation report provided
pursuant to Section 10.13.


 


For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under an Other Pooling and Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts
to procure a Sarbanes-Oxley back-up certification from the Non-Serviced Mortgage Loan Service Providers, in form and substance
similar to a Performance Certification or to the form, if any, provided in the Other 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 10.09          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”), to the extent it receives the Form 8-K Disclosure
Information described below, the Certificate Administrator shall, at the direction of the Depositor, 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 the parties set forth on Schedule VI to which such Reportable Event relates and such Form 8-K Disclosure
Information shall be delivered to the Depositor and the Certificate Administrator (and to any Other Depositor and Other Trustee
related to any Other Securitization that includes a Serviced Companion Loan) in EDGAR Compatible Format and approved by the


 



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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 VI)
absent such reporting and approval.


 


For
so long as the Trust (or any Other Securitization that includes a Serviced Companion Loan) is subject to the reporting requirements
of the Exchange Act, the parties listed on Schedule VI hereto shall, to the extent a Servicing Officer or a Responsible
Officer, as the case may be, thereof has actual knowledge, use their commercially reasonable efforts to provide to the Depositor
and the Certificate Administrator (and to any Other Depositor and Other Trustee related to any Other Securitization that includes
a Serviced Companion Loan) within 1 Business Day after the occurrence of the Reportable Event, but shall provide in no event later
than the end of business (New York City time) on the 2nd Business Day after the occurrence of the Reportable Event, the form and
substance of the Form 8-K Disclosure Information described on Schedule VI as applicable to such party, in EDGAR Compatible
Format, or in such other format as otherwise agreed to in advance by the Certificate Administrator and the Depositor (and such
Other Trustee and Other Depositor) and such party and accompanied by an Additional Disclosure Notification in the form attached
hereto as Exhibit Z. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Form 8-K Disclosure Information on Form 8-K by the end of business on the 2nd Business Day after the Reportable
Event; provided that if the Certificate Administrator does not receive a response from the Depositor by such time as required
under this Agreement the Depositor will be deemed to have consented to such Form 8-K Disclosure Information. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties
under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; provided
that to the extent that the Certificate Administrator is notified of such Reportable Event and it does not receive the necessary
Form 8–K Disclosure Information, it shall notify the Depositor that it has not received such information and, provided,
further, that the limitation on liability provided by this sentence shall not be applicable if the Reportable Event relates
to the Certificate Administrator or any party that the Certificate Administrator has engaged to perform its obligations under
this Agreement. The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Certificate
Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.


 


After
preparing the Form 8-K, the Certificate Administrator shall, no later than the end of the Business Day (New York City time) on
the 3rd Business Day after the Reportable Event, forward electronically a copy of the Form 8-K to the Depositor for review and
approval and the Depositor shall promptly notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to the Form 8-K. No later than noon on the 4th Business Day (New York City time) after the Reportable Event, a
duly authorized representative of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form
8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator
shall file such Form 8-K, upon signature thereof as provided in Section 10.16, not later than (i) 5:30 p.m. (New
York City time) on the 4th Business Day following the reportable event or (ii) such other time as the Depositor and the Certificate
Administrator mutually agree is permitted by the Commission for the filing such Form 8-K. If a


 



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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 10.10(b).
After filing with the Commission, the Certificate Administrator will, pursuant to Section 4.02(b), 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 that the performance by the Certificate Administrator of its duties under this Section 10.09 related
to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 10.09. The Certificate Administrator shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K,
where such failure results from the Certificate Administrator’s inability or failure to receive approved Form 8-K Disclosure
Information within the applicable timeframes set forth in this Section 10.09 and not resulting from the Certificate Administrator’s
own negligence, bad faith or willful misconduct (provided that to the extent that the Certificate Administrator is notified of
such Reportable Event and it does not receive the necessary Form 8–K Disclosure Information, it will notify the Depositor
that it has not received such information and further provided that the limitation on liability provided by this sentence
shall not be applicable if the Reportable Event relates to the Certificate Administrator or any party that the Certificate Administrator
has engaged to perform its obligations under this Agreement).


 


Section 10.10          Suspension
of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports. (a) If at any time the
Trust is permitted to suspend its reporting obligations under the Exchange Act, on or before January 30 of the first year
in which the Certificate Administrator is able to do so under applicable law, the Depositor shall direct the Certificate Administrator
to prepare and file any form necessary to be filed with the Commission to suspend such reporting obligations. With respect to
any reporting period occurring after the filing of such form, except with respect to the Other Securitization, the obligations
of the parties to this Agreement under Section 10.01, Section 10.03, Section 10.06, Section 10.07, Section 10.08
and Section 10.09 shall be suspended. The Certificate Administrator shall provide prompt notice to the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Mortgage Loan Sellers that such form has been filed.


 


(b)          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 (which notice (which may be sent by fax or by email notwithstanding the provisions of Section 11.04)
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) the Depositor and each Reporting Servicer that failed to make
such delivery. In the case of Form 10-D and Form 10-K, each such Reporting Servicer shall 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. 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


 



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next Form 10-D that
is required to be filed on behalf of the Trust. In the event that any previously filed Form 8-K, Form 10-D or Form 10-K needs
to be amended, the Certificate Administrator shall notify the Depositor and such other parties as needed and such parties shall
cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any Reporting Servicer receives notice
from the applicable parties to the Other Securitization that any previously filed Form 8-K, Form 10-D or Form 10-K needs to be
amended, such party shall cooperate in preparation of any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 12b-25 or
any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by the Depositor. The parties to this agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 10.10 related to the timely preparation
and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon the Master Servicer, the Special Servicer
and the Depositor performing their duties under this Section. 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 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 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


Section 10.11          Annual
Compliance Statements. (a) The Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator,
any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated
by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall, and
the Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator shall use commercially reasonable efforts
to cause each Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer
contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (other than (x) any party to this Agreement
or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan), to deliver to the Trustee, the Depositor, the Certificate Administrator, the
Operating Advisor (in the case of the Special Servicer only), the Other Trustee, the Other Depositor and the 17g-5 Information
Provider (who shall promptly post such report to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement) on or before March 10th (subject to a grace period through March 15th) of each year, commencing in
2016, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s
activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this
Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has
been made under such officer’s supervision and (B) that, to the best of such officer’s knowledge, based on such
review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement
or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion
thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure
known to such officer and the nature and status thereof.


 



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(b)          With
respect to any Non-Serviced Mortgage Loan serviced under an Other Pooling and Servicing Agreement, the Master Servicer shall use
commercially reasonable efforts to procure an Officer’s Certificate as described in this Section from the Non-Serviced
Mortgage Loan Service Providers in form and substance similar to the Officer’s Certificate described in this Section.


 


(c)          Promptly
after receipt of each such Officer’s Certificate, the Depositor (and each Other Depositor for any Other Securitization that
includes a Serviced Companion Loan) 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 under the applicable sub-servicing agreement. None of the Certifying
Servicers or any Additional Servicer or any Servicing Function Participant shall be required to deliver, or to endeavor to cause
the delivery of, any such Officer’s Certificate until April 15, in any given year so long as it has received written confirmation
from the Depositor that a Form 10-K is not required to be filed in respect of the Trust or any Other Securitization that includes
a Serviced Companion Loan for the preceding calendar year. If any Certifying Servicer is terminated or resigns pursuant to the
terms of this Agreement or any applicable Sub-Servicing Agreement, as the case may be, such Certifying Servicer shall provide
the Officer’s Certificate pursuant to this Section 10.11 with respect to the period of time it was subject to this
Agreement or the applicable Sub-Servicing Agreement, as the case may be.


 


Section 10.12          Annual
Reports on Assessment of Compliance with Servicing Criteria. By March 10th (subject to a grace period through March 15th)
of each year, commencing in March 2016, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Trustee, the Operating
Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall
furnish (and each Reporting Servicer, as applicable, shall use commercially reasonable efforts to cause, by March 10th (subject
to a grace period through March 15th) each Servicing Function Participant (other than (x) a party to this Agreement
or (y) a Mortgage Loan Seller Sub-Servicer), with which it has entered into a servicing relationship with respect to the
Mortgage Loans (other than a Non-Serviced Mortgage Loan) to furnish, each at its own expense, to the Trustee, the Certificate
Administrator, the Depositor (and to the Other Depositor and Other Trustee for any Other Securitization that includes a Serviced
Companion Loan) and the 17g-5 Information Provider (who shall promptly post such report to the 17g-5 Information Provider’s
Website pursuant to Section 3.16(d) of this Agreement) 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 10.07, 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


 



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compliance
with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section
10.12 shall be made available to any Privileged Person by the Certificate Administrator pursuant to Section 4.02(c) of this Agreement
and to any Rating Agency and NRSRO by the 17g-5 Information Provider pursuant to Section 3.16(d) of this Agreement. Notwithstanding
the foregoing, the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which
there was no Relevant Servicing Criteria applicable to it.





 


No
later than 10 Business Days after the end of each fiscal year for the Trust (and any Other Securitization that includes a Serviced
Companion Loan) for which a Form 10-K is required to be filed, the Master Servicer, the Special Servicer and the Operating Advisor
shall each forward to the Certificate Administrator and the Depositor (and to the Other Depositor and Other Trustee for any Other
Securitization that includes a Serviced Companion Loan) the name and contact information of each Servicing Function Participant
engaged by it during such year or portion thereof (except with respect to any Mortgage Loan Seller Sub-Servicer) and what Relevant
Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant.
When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor
and each Servicing Function Participant submit their respective assessments by March 10th (subject to a grace period through
March 15th), as applicable, to the Certificate Administrator (and such other trustee), each such party shall also at such
time, if it has received the assessment (and attestation pursuant to Section 10.13) of each Servicing Function Participant
engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator (and such other trustee).


 


Promptly
after receipt of each such report on assessment of compliance, (i) the Depositor (and any Other Depositor for any Other Securitization
that includes a Serviced Companion Loan) shall have the right to review each such report and, if applicable, consult with the
Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor 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 Operating Advisor, the Certificate Administrator, the Custodian, the Trustee
or any Servicing Function Participant, 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 II and notify the Depositor (and the Other Depositor
for any Other Securitization that includes a Serviced Companion Loan) of any exceptions; provided that the Certificate Administrator
shall not be responsible for confirming whether any such party has certified to all the Relevant Servicing Criteria applicable
to it. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating
Advisor 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 any given year so long as it has received written confirmation from the Depositor (and the Other
Depositor for any Other Securitization that includes a Serviced Companion Loan) that a Form 10-K is not required to be filed in
respect of the Trust (or, in the case of a Serviced Companion Loan, the related Other Securitization that includes such Serviced
Companion Loan) 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, as the case may be, such Reporting Servicer shall provide the reports and


 



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statements pursuant to this Section 10.12 with respect to the period of time it was subject to this Agreement or the applicable
Sub-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 10.12 by the Master Servicer or the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute
a breach of such parties’ obligations or a Servicer Termination Event or Operating Advisor Termination Event, as applicable,
under this Agreement unless otherwise provided for in this Agreement.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under an Other Pooling and Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts
to procure an annual report on assessment of compliance as described in this Section and an attestation as described in Section 10.13
from the Non-Serviced Mortgage Loan Service Providers in form and substance similar to the annual report on assessment of compliance
described in this Section (or in such Other Pooling and Servicing Agreement, as the case may be) and the attestation described
in Section 10.13. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such
assessment of compliance received by the Master Servicer. Until such time as the Certificate Administrator receives notice that
the Non-Serviced Mortgage Loan Service Providers no longer have a continuing obligation under the Other Pooling and Servicing
Agreement related to an Other Securitization that includes the related Non-Serviced Companion Loan to provide to the Trust an
annual report on assessment of compliance as described in this Section and an attestation as described in Section 10.13
for any year that the Trust formed under this Agreement is not subject to the reporting requirements of the Exchange Act, the
Certificate Administrator shall notify the Non-Serviced Mortgage Loan Service Providers if such parties fail to deliver to the
Certificate Administrator such assessment of compliance and attestation within the time frame required by such Other Pooling and
Servicing Agreement.


 


Section 10.13          Annual
Independent Public Accountants’ Servicing Report. By March 10th (subject to a grace period through March 15th), of each year, commencing in March 2016, each Reporting Servicer, each at its own expense, shall cause, and each Reporting Servicer, as applicable, shall use commercially reasonable efforts to cause each Servicing Function Participant (other than (x) a party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan), each at such Servicing Function Participant's own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Operating Advisor and such Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator, the Depositor (and to any Other Depositor and Other Trustee for any Other Securitization that includes a Serviced Companion Loan), the Operating Advisor (in the case of the Special Servicer only) and the 17g-5 Information Provider (who shall promptly post such report to the 17g-5 Information Provider's Website pursuant to Section 3.16(d) of this Agreement) to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting 


 



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Servicer, which includes an assessment from such Reporting Servicer of its
compliance with the Relevant Servicing Criteria in all material respects, 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. Notwithstanding the foregoing, the Trustee shall not be required to deliver an annual independent public accountants’
servicing report with respect to any period during which there was no Relevant Servicing Criteria applicable to it.


 


Promptly
after receipt of such report from each Reporting Servicer, (i) the Depositor (and any Other Depositor related to an Other
Securitization that includes a Serviced Companion Loan) shall have the right to review the report and, if applicable, consult
with the related Reporting Servicer as to the nature of any material instance of noncompliance by such Reporting Servicer with
the Servicing Criteria applicable to such person, as the case may be, in the fulfillment of any of such Reporting Servicer’s
obligations hereunder or under any applicable sub-servicing agreement or primary servicing agreement, and (ii) the Certificate
Administrator shall confirm that each assessment submitted pursuant to Section 10.12 is coupled with an attestation meeting
the requirements of this Section and notify the Depositor (and any Other Depositor related to an Other Securitization that
includes a Serviced Companion Loan) of any exceptions; provided, that the Certificate Administrator shall not be responsible for
confirming whether any particular Reporting Servicer has certified to all of the Relevant Servicing Criteria applicable to it.
No Reporting Servicer shall be required to deliver, or to endeavor to cause the delivery of, such reports until April 15 in any
given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in
respect of the Trust (or, in the case of a Serviced Companion Loan, the related Other Securitization that includes such Serviced
Companion Loan) 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 report pursuant to this Section 10.13 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.


 


Section 10.14          Exchange
Act Reporting Indemnification. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian
(if not the Certificate Administrator), the Certificate Administrator and the Trustee shall indemnify and hold harmless each Certification
Party, the Depositor (and any Other Depositor related to an Other Securitization that includes a Serviced Companion Loan), 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, 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 (i) the failure to perform its obligations to the Depositor (or any Other Depositor related
to an Other Securitization that includes a Serviced Companion Loan) or Certificate Administrator (or any


 



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Other Trustee related
to an Other Securitization that includes a Serviced Companion Loan) under this Article X by the time required after giving
effect to any applicable grace period or cure period, (ii) any untrue statement or alleged untrue statement of a material fact
contained in any information (x) regarding such party or any Servicing Function Participant, Additional Servicer or subcontractor
engaged by it (other than any Mortgage Loan 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 party in connection with the performance of such party’s obligations described in this Article X,
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 the applicable party shall be entitled
to participate in any action arising out of the foregoing and the Depositor shall consult with such party with respect to any
litigation or audit strategy, as applicable, in connection with the foregoing and any potential settlement terms related thereto,
(iii) the failure of any Servicing Function Participant or Additional Servicer retained by it (other than a Mortgage Loan
Seller Sub-Servicer) to perform its obligations to the Depositor (or any Other Depositor related to an Other Securitization that
includes a Serviced Companion Loan) or Certificate Administrator (or any Other Trustee related to an Other Securitization that
includes a Serviced Companion Loan) under this Article X by the time required after giving effect to any applicable grace
period and cure period or (iv) any Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator
and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate
under the applicable Sub-Servicing Agreement) with the Depositor as necessary for the Depositor to conduct any reasonable due
diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required
by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and
regulations promulgated thereunder (“Reporting Requirements”).


 


In
connection with comments provided to the Depositor from the Commission regarding information (x) delivered by the Master Servicer,
the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant
or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) regarding such Affected Reporting
Party, and (z) prepared by such Affected Reporting Party or any registered public accounting firm, attorney or other agent retained
by such party to prepare such information, which information is contained in a report filed by the Depositor under the Reporting
Requirements and which comments are received subsequent to the Depositor's filing of such report, the Depositor shall promptly
provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting
Party shall be responsible for timely preparing a written response to the Commission 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), to directly communicate with the Commission and negotiate a response and/or resolution
with the Commission; provided, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained
by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this paragraph. If
such election is made, the applicable


 



    	-398-



    	 



    




 


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 any 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 the 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 foregoing (other than those costs and expenses required to be at the Depositor’s expense as set forth above) and
any amendments to any reports filed with the Commission 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 Operating
Advisor, the Custodian, the Certificate Administrator and the Trustee shall use commercially reasonable efforts to cause any Servicing
Function Participant or Additional 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 Operating Advisor, the Certificate Administrator and the Trustee shall use commercially
reasonable efforts to cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) a
Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans
(other than a Non-Serviced Mortgage Loan) to indemnify and hold harmless each Certification Party 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
Agreement, as applicable or (ii) any Deficient Exchange Act Deliverable.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, each Additional Servicer or
other Servicing Function Participant (the “Performing Party”) shall, and the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee shall use commercially reasonable efforts to cause each Servicing
Function Participant with which it has entered into a servicing relationship (other than (x) a party to this Agreement or
(y) any Mortgage Loan Seller Sub-Servicer) with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) 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 X. The Master Servicer, the Special Servicer, the Operating


 



    	-399-



    	 



    




 


Advisor, the Certificate Administrator and the
Trustee shall use commercially reasonable efforts to cause each Servicing Function Participant (other than (x) any party
to this Agreement or (y) Mortgage Loan Seller Sub-Servicers) with which it has entered into a servicing relationship with
respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) to agree to the foregoing indemnification and contribution
obligations.


 


Promptly
after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the 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 any
indemnified 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 any indemnified 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 such indemnified party (which approval shall not be unreasonably withheld or
delayed), and after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof,
the indemnifying party shall not be liable to such indemnified party for any expenses subsequently incurred in connection with
the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless
(i) the indemnifying party and the indemnified 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 indemnified
party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them or (iii) the indemnifying party fails within a reasonable period of time to designate counsel that is reasonably
satisfactory to the indemnified 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 all indemnified parties 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 indemnified 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 indemnified party (which consent shall
not be unreasonably withheld or delayed) or, if such settlement (i) provides for an unconditional release of the indemnified
party in connection with all matters relating to the proceeding that have been asserted against the indemnified party in such
proceeding by the other parties to such settlement and (ii) does not require an admission of fault by the indemnified party,
without the consent of the indemnified party.


 



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Section 10.15          Amendments.
This Article X may be amended by the written consent of all the parties hereto pursuant to Section 11.07 for
purposes of complying with Regulation AB without, in each case, any Opinions of Counsel, Officer’s Certificates, No
Downgrade Confirmations or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this
Agreement.


 


Section 10.16          Exchange
Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods. (a) Each Form 8-K report, Form 10-D report
and Form 10-K report shall be signed by the Depositor in accordance with procedures to be agreed upon by the Depositor and
the Certificate Administrator. The signing party at the Depositor can be contacted at Deutsche Mortgage & Asset
Receiving Corporation at 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy to Salvatore
Palazzolo.


 


(b)          Notwithstanding
anything in Section 11.04 to the contrary, any notice required to be delivered to (i) the Depositor under this Article X
shall be properly given if sent by facsimile to (212) 797-4487, Attention: Lainie Kaye (or such other number as the Depositor
may instruct) and/or by email to lainie.kaye@db.com (or such other email address as the Depositor may instruct) and (ii) to
the Certificate Administrator under this Article X shall be properly given if sent by facsimile to (410) 884-2380, Attention:
Core Services, or such other number as the Certificate Administrator may instruct and/or by email to ets.sec.notifications@wellsfargo.com
(or such other email address as the Certificate Administrator may instruct).


 


(c)          For
the avoidance of doubt:


 


(i)           Neither
Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event, as applicable, pursuant to the last
clause of the definition of “Master Servicer Termination Event” or “Special Servicer Termination Event,”
as applicable, nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided
for in this Article X, provided, that if any such party fails to comply with the delivery requirements of this Article X
by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event with respect to such
party; and


 


(ii)          Neither
Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event, as applicable, pursuant to the last
clause of the definition of “Master Servicer Termination Event” or “Special Servicer Termination Event,”
as applicable, nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item
required under this Article X by the time required hereunder with respect to any reporting period for which the Trust is
not required to file Exchange Act reports.


 


(d)          If
the Certificate Administrator or the Depositor does not receive the Annual Assessment Report and/or the Annual Attestation Report
with respect to any Servicing Function Participant, or with respect to any Servicing Function Participant retained or engaged
by a party hereto that is actually known by a Responsible Officer of the Certificate Administrator or the Depositor, as the case
may be, by March 15th of any year during which an Annual Report on Form 10-K is required to be filed with the Commission
with respect to the Trust, then the


 



    	-401-



    	 



    




 


Certificate Administrator shall, and the Depositor may, forward a Servicer Notice to such
Servicing Function Participant or the party hereto that retained or engaged such Sub-Servicing Function Participant, as the case
may be, with a copy of such Servicer Notice to the Depositor (if the Certificate Administrator is sending the Servicer Notice)
or the Certificate Administrator (if the Depositor is sending the Servicer Notice), as applicable, within two (2) Business Days
of such failure. For the purposes of this Article X and Section 7.01 of this Agreement, a “Servicer Notice”
shall constitute either any writing forwarded to such party or, in the case of the Master Servicer and the Special Servicer, notwithstanding
the provisions of Section 11.05, e-mail notice or fax notice which, in the case of an email transmission, shall be forwarded
to all of the following e-mail addresses for the applicable party: in the case of the Master Servicer and the Special Servicer,
to the applicable email address as provided in writing by the Master Servicer or the Special Servicer, as applicable, upon request,
or such other e-mail addresses as are provided in writing by the Master Servicer or the Special Servicer, as applicable, to the
Certificate Administrator and the Depositor (but any party to this Agreement (or someone acting on their behalf) shall only be
required to forward any such notice to be delivered to the Master Servicer to no more than three e-mail addresses in the aggregate
in order to fulfill its notification requirements as set forth in the preceding sentence and/or under the provisions of Section 7.01.
Notwithstanding anything herein to the contrary, the forwarding of a Servicer Notice shall not relieve any Master Servicer or
the Special Servicer of any liability under Section 7.01(a)(viii) or Section 7.01(b)(viii), respectively, for the failure
of any Servicing Function Participant or Sub-Servicing Entity to deliver any Exchange Act reporting items pursuant to this Article X.


 


Section 10.17          Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor
may direct the Trustee to, and the Trustee shall upon such direction, terminate the Certificate Administrator upon five Business
Days’ notice if the Certificate Administrator fails to comply with any of its obligations under this Article X; provided
that (a) such termination shall not be effective until a successor certificate administrator shall have accepted the appointment,
(b) the Certificate Administrator may not be terminated if it cannot perform its obligations due to its failure to properly
prepare or file on a timely basis any Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any Form 12b-25 where
such failure results from the Certificate Administrator’s inability or failure to receive, within the exact time frames
set forth in this Agreement any information, approval, direction or signature from any other party hereto needed to prepare, arrange
for execution or file any such Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any form 12b-25 not resulting
from its own negligence, bad faith or willful misconduct, (c) the Certificate Administrator may not be terminated if, following
the Certificate Administrator’s failure to comply with any of such obligations under Section 10.06, Section 10.07,
Section 10.09, Section 10.11, Section 10.12 or Section 10.13 on or prior to the dates by which such obligations
are to be performed pursuant to, and as set forth in, such Sections the Certificate Administrator subsequently complies with such
obligations before the Depositor gives written notice to it that it is terminated in accordance with this Section 10.17 and
(d) the Certificate Administrator may not be terminated if the Certificate Administrator’s failure to comply does not
cause it to fail in its obligations to timely file the related Form 8-K, Form 10-D or Form 10-K, as the case may be, by the related
deadline for filing such Form 8-K, Form 10-D or Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate
Administrator under this Section 10.17 on the date on which such Form 8-K, Form 10-D or Form 10-K is so filed.


 



    	-402-



    	 



    





 


Article XI



MISCELLANEOUS PROVISIONS


 


Section 11.01     Counterparts.
This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a
signature page of this Agreement in Portable Document Format (PDF), any other electronic format or by facsimile transmission
shall be as effective as delivery of a manually executed original counterpart of this Agreement.


 


Section 11.02     Limitation
on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement
or the Trust Fund, or entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the Trust Fund, or otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.


 


No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the parties hereto, and nothing herein set forth, or contained
in the terms of the Certificates, shall be construed so as to constitute the Certificateholders from time to time as partners
or members of an association; and no Certificateholder shall be under any liability to any third person by reason of any action
taken by the parties to this Agreement pursuant to any provision hereof.


 


No
Certificateholder shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement, the Certificates or any Mortgage Loan, unless such Certificateholder previously shall have given to the Trustee
a written notice of default and of the continuance thereof, as hereinbefore provided, and unless the Certificateholders representing
Percentage Interests of at least 25% of each affected Class of Certificates, as applicable, has or have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and has or have offered to the Trustee
such security or indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of security or indemnity,
shall have failed or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee, that no Certificateholder of any Class shall have
any right in any manner whatever by virtue of any provision of this Agreement 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 Certificateholder,
or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit
of all Holders of Certificates of such Class, as applicable. 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.


 


No
Certificateholder shall be a “Party in Interest” as described under 11 U.S.C. Section 1109(b) solely by
virtue of its ownership of a Certificate.


 






    	-403-



    	 



    

 


Section 11.03     Governing
Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP
OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


Section 11.04     Waiver
of Jury Trial; Consent to Jurisdiction. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, 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 PARTIES, 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.


 


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 11.05     Notices.
Unless otherwise specified in this Agreement, all demands, notices and communications hereunder shall be in writing, shall be
deemed to have been given upon receipt (except that notices to Holders of Class R and Class LR Certificates or
Holders of any Class of Certificates no longer held through a Depository and instead held in


 






    	-404-



    	 



    

 


registered,
definitive form shall be deemed to have been given upon being sent by first-class mail, postage prepaid or by overnight courier)
as follows:


 


If
to the Certificate Administrator, to:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services — COMM 2015-CCRE24


 


If
to the Custodian, to:


 


Wells
Fargo Bank, N.A.

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: COMM 2015-CCRE24


 


If
to the Trustee, to:


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

CMBS Trustee – COMM 2015-CCRE24

Email: cmbstrustee@wilmingtontrust.com


 


If
to the Depositor, to:


 


Deutsche
Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


If
to the Operating Advisor, to:


 


Park
Bridge Lender Services LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022

Attention: COMM 2015-CCRE24 - Surveillance Manager (with a copy
 sent contemporaneously via email to
 cmbs.notices@parkbridgefinancial.com)


 






    	-405-



    	 



    

 


If
to the Master Servicer, to:


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: COMM 2015-CCRE24 Asset Manager



For items regarding the Rating Agency Q&A Forum and Document Request Tool to: RAinvRequests@wellsfargo.com



and



For items regarding the Investor Q&A Forum to: REAMInvestorRelations@wellsfargo.com


 


with
a copy to:


 


Wells
Fargo Bank, National Association

Legal Department

301 South College Street

D1053-300


Charlotte,
North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support


 


with
a copy to:


 


			K&L Gates
                                         LLP

                                         Hearst Tower

                                         214 North Tryon Street

                                         Charlotte, North Carolina 28202

                                         Attention: Stacy G. Ackermann



 


If
to the Special Servicer, to:


 


			LNR Partners,
                                         LLC

                                         1601 Washington Avenue, Suite 700

                                         Miami Beach, Florida 33139

                                         Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw

                                         Fax Number: (305) 695-5601



 






    	-406-



    	 



    

 


If
to German American Capital Corporation as Mortgage Loan Seller, to:


 


German
American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


If
to Cantor Commercial Real Estate Lending L.P., as Mortgage Loan Seller, to:


 


Cantor
Commercial Real Estate Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Anthony Orso


 


with
an electronic copy to:



Cantor Commercial Real Estate Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department

E-mail: legal@ccre.com


 


with
a copy to:


 


Cadwalader,
Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Lisa Pauquette


 


If
to Ladder Capital Finance LLC, as Mortgage Loan Seller, to:



Ladder Capital Finance LLC

345 Park Avenue, 8th Floor

New York, New York 10154

Attention: Pamela McCormack

Email: pamela.mccormack@laddercapital.com


 


			with an electronic
                                         copy to:

                                         

                                         Ladder Capital Finance LLC

                                         345 Park Avenue, 8th Floor

                                         New York, New York 10154

                                         Attention: Robert Perelman

                                         Email: robert.perelman@laddercapital.com



 






    	-407-



    	 



    

 


			with an electronic
                                         copy to:

                                         

                                         Ladder Capital Finance LLC

                                         345 Park Avenue, 8th Floor

                                         New York, New York 10154

                                         Attention: David Traitel

                                         Email: david.traitel@laddercapital.com



 


If
to Pillar Funding LLC, as Mortgage Loan Seller, to:


 


Pillar
Funding LLC

330 Madison Avenue

New York, New York 10017

Attention: James Shiles

Telephone: (212) 901-9343

Email: james.shiles@guggenheimpartners.com


 


with
a copy to:



Pillar Funding LLC

330 Madison Avenue

New York, New York 10017

Attention: General Counsel

Telephone: (212) 377-4082

Email: paul.sherrington@pillarfinance.com


 


with
a copy to:


 


Cadwalader,Wickersham
& Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Lisa Pauquette, Esq.

Telephone: (212) 504-629

Fax: (212) 504-6666

Email: lisa.pauquette@cwt.com


 


If
to Deutsche Bank Securities Inc., as Initial Purchaser or Underwriter, to:


 


Deutsche
Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 






    	-408-



    	 



    

 


If
to Cantor Fitzgerald & Co., as Initial Purchaser or Underwriter, to:


 


Cantor
Fitzgerald & Co.

499 Park Avenue

New York, New York 10022

Attention: Stephen Merkel and Shawn Matthews


 


with
a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Lisa Pauquette


 


If
to CastleOak Securities, L.P., as Underwriter, to:


 


CastleOak
Securities, L.P.

110 East 59th Street, 2nd Floor

New York, New York 10022

Attention: Philip Ippolito


 


If
to Citigroup Global Markets Inc., as Underwriter, to:


 


Citigroup
Global Markets Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

Facsimile Number: (212) 723-8599



with a copy to:



Citigroup Global Markets Inc.

388 Greenwich Street, 19th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile Number: (646) 328-2943

Email: richard.simpson@citi.com


 






    	-409-



    	 



    

 





If
to Wells Fargo Securities, LLC, as Initial Purchaser, to:


 


Wells
Fargo Securities, LLC

375 Park Avenue, 2nd Floor

New York, NY 10152

Attention: A.J. Sfarra

Facsimile: (212) 214-8970


 


If
to any Certificateholder, to:


 


the
address set forth in the Certificate Register


 


If
to the initial Controlling Class Representative with respect to any Mortgage Loan, to:


 


LNR
Securities Holdings, LLC

1601 Washington Ave., Suite 800

Miami Beach, Florida 33139

Attention: Thomas F. Nealon III, Esq., Steven A. Rivers, Esq. and Job Warshaw

Fax Number: (305) 695-5449


 


If
to the 17g-5 Information Provider, electronically to:


 


17g5informationprovider@wellsfargo.com

(in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system,
specifically with a subject reference of “COMM 2015-CCRE24” and an identification of the type of information being
provided in the body of such electronic mail)


 


or,
in the case of the parties to this Agreement, to such other address as such party shall specify by written notice to the other
parties hereto.


 


Solely
to the extent the provisions herein contemplate electronic delivery of information, such information shall be transmitted via
electronic mail with a subject reference to include “COMM 2015-CCRE24” (or substantially similar language) (i) in
the case of the Depositor, to dbsec.notifications@db.com, (ii) in the case of the Certificate Administrator, to the email
address specified on the Certificate Administrator’s Website (and, if no such email address is specified therein, to cts.cmbs.bond.admin@wellsfargo.com),
(iii) in the case of the Trustee, to cmbstrustee@wilmingtontrust.com, (iv) in the case of the Operating Advisor, to cmbs.notices@parkbridgefinancial.com,
(v)  in the case of the Master Servicer to commercial.servicing@wellsfargo.com, (vi) in the case of the Special Servicer,
to tnealon@lnrproperty.com, srivers@lnrproperty.com, and jwarshaw@lnrproperty.com, (vi) in the case of German American Capital
Corporation, to lainie.kaye@db.com, (vii) in the case of Deutsche Bank Securities Inc., to lainie.kaye@db.com, (viii) in the case
of Cantor Commercial Real Estate Lending, L.P., to legal@ccre.com and awessner@cantor.com, (ix) in the case of Cantor Fitzgerald
& Co., to smatthews@cantor.com and smerkel@cantor.com, (x) in the case of Ladder Capital Finance LLC, to robert.perelman@laddercapital.com,
(xi) in the case of Pillar


 






    	-410-



    	 



    

 


Funding
LLC to Paul.Sherrington@pillarfinance.com, (xii) in the case of CastleOak Securities, L.P., to pji@castleoaklp.com, (xiii) in
the case of Citigroup Global Markets Inc., to richard.simpson@citi.com and ryan.m.oconnor@citi.com, (xiv) in the case of the initial
Controlling Class Representative, to tnealon@lnrproperty.com, srivers@lnrproperty.com and jwarshaw@lnrproperty.com, and (xv) 
in the case of the 17g-5 Information Provider, to 17g5informationprovider@wellsfargo.com; or, in the case of the parties to this
Agreement, to such other electronic mail address as such party shall specify by written notice (which may be electronic) to the
other parties hereto.


 


The
obligation of any party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer,
Other Special Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such
party to this Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other
Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the
name and contact information provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or
Other 17g-5 Information Provider, as applicable, and shall be entitled to assume that the identity and contact information for
such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable
has not changed, absent receipt of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee
or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, of a
change with respect to the identity and contact information for such Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement,
as applicable.


 


Section 11.06     Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights
of the Holders thereof.


 


Section 11.07     Notice
to the Depositor and Each Rating Agency. (a) The Certificate Administrator shall use its best efforts to promptly provide
notice, promptly furnish (or make available) to the Depositor, the Underwriters, the Initial Purchasers, the Directing Holder
(if no Consultation Termination Event has occurred and is continuing), the Trustee, the related Serviced Companion Loan
Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website) with respect to each of the following of which a Responsible Officer of the Certificate
Administrator has actual knowledge:


 


(i)          any material change or amendment to this Agreement, any Mortgage Loan Purchase Agreement or any Intercreditor
Agreement;


 


(ii)         the
occurrence of any Servicer Termination Event that has not been cured;


 






    	-411-



    	 



    

 


(iii)          the
merger, consolidation, resignation or termination of the Certificate Administrator, the Master Servicer, the Special Servicer,
the Operating Advisor or the Trustee; and


 


(iv)          the
repurchase of Mortgage Loans pursuant to Section 2.03(e) of this Agreement.


 


(b)          The
Certificate Administrator shall promptly furnish to the Depositor, the Underwriters, the Initial Purchasers, the Directing Holder
and the 17g-5 Information Provider (who shall promptly post such materials to the 17g-5 Information Provider’s Website):


 


(i)            notice
of the final payment to any Class of Certificateholders;


 


(ii)           notice
of any change in the location of the Distribution Accounts, the Interest Reserve Account, or the Excess Liquidation Proceeds Account;
and


 


(iii)          each
report to Certificateholders described in Section 4.02 and Section 3.13 of this Agreement.


 


(c)          The
Master Servicer shall promptly furnish to the 17g-5 Information Provider (who shall promptly post such materials to the 17g-5
Information Provider’s Website) and the related Other 17g-5 Information Provider (if any):


 


(i)            a
copy of each rent roll and each operating and other financial statement and occupancy reports, to the extent such information
is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section 3.03 of this
Agreement;


 


(ii)           notice
of any change in the location of the Collection Account or any Serviced Loan Combination Collection Account,


 


(iii)          a
copy of any notice with respect to a breach of a representation or warranty with respect to any Mortgage Loan;


 


(iv)         any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer;


 


(v)          any
change in the lien priority of a Mortgage Loan;


 


(vi)         any
new lease of an anchor or a termination of an anchor lease at a retail Mortgaged Property;


 


(vii)        any
material damage to a Mortgaged Property; and


 


(viii)       any
amendment, modification, consent or waiver to or of any provision of a Mortgage Loan.


 


(d)          Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or


 






    	-412-



    	 



    

 


information
specified in Section 3.14(d) to the Rating Agencies at the address listed below, promptly following the occurrence thereof.
The Master Servicer or Special Servicer, as applicable, and the Certificate Administrator and Trustee also shall furnish such
other information regarding the Trust Fund as may be reasonably requested by the Rating Agencies to the extent such party has
or can obtain such information without unreasonable effort or expense; provided that such other information is first provided
to the 17g-5 Information Provider in accordance with the procedures set forth in Section 3.14(d). Notwithstanding the foregoing,
the failure to deliver such notices or copies shall not constitute a Servicer Termination Event, as the case may be, under this
Agreement. Any confirmation of the rating by the Rating Agencies required hereunder shall be in writing.


 


Notices
to each Rating Agency shall be addressed as follows:


 


Moody’s
Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 553-1350

Email:cmbssurveillance@moodys.com


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Michael Giordanella

Facsimile No.: (212) 635-0295

Email: britt.johnson@fitchratings.com


 


Morningstar
Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

E-mail: cmbsratings@morningstar.com


 


or
in each case to such other address as any Rating Agency shall specify by written notice to the parties hereto.


 


Section 11.08     Amendment.
This Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or any
Serviced Companion Loan Noteholders:


 


(i)
           to cure any ambiguity or to correct any error;


 


(ii)           to
cause the provisions herein or therein to conform or be consistent with or in furtherance of the statements made in the Prospectus
or Private Placement Memorandum with respect to the Certificates, the Trust or this Agreement or to correct or supplement any
provisions herein or therein which may be defective or inconsistent with any other provisions herein or therein;


 






    	-413-



    	 



    

 


(iii)          to
amend any provision hereof or thereof to the extent necessary or desirable to maintain the rating or ratings assigned to each
of the Classes of Certificates or any class of Serviced Companion Loan Securities by each Rating Agency; provided that
such amendment does not reduce the consent or consultation rights of the Controlling Class Representative or the right of the
Controlling Class Representative to receive information under this Agreement;


 


(iv)          to
amend or supplement a provision, or to supplement any provisions to the extent not inconsistent with the provisions of this Agreement,
or to effect any other change which will not adversely affect in any material respect the interests of any Certificateholder or
Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of Counsel or, if solely affecting
any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect of which a No Downgrade Confirmation
has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan Securities, if any;


 


(v)           to
modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; and


 


(vi)          in
the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement (A) to the
extent necessary to effect the qualification of this Agreement under the TIA or under any similar federal statute hereafter enacted
and to add to this Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other
provisions of this Agreement 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 (vi) shall be at the sole cost and expense
of the Depositor;


 


provided that any amendment under this Section 11.08 (a) shall not materially increase the obligations of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master
Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in any material respect
the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case
of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of
a rated Class, receipt of a No Downgrade Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.


 


This
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without
regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion
Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or modifying in any manner the rights of the


 






    	-414-



    	 



    

 


Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


(i)              reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Loan Combinations which
are required to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the
Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion
Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;


 


(ii)           change
the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action
or inaction under this Agreement;


 


(iii)          alter
the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer or the Trustee to make a P&I
Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests
of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders; or


 


(iv)         amend
any section hereof which relates to the amendment of this Agreement without the consent of the Holders of all Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders.


 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee,
at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan
Noteholders, may amend this Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be
necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the
Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


If
neither the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 11.08 shall be
effective with the consent of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special
Servicer, in writing, and to the extent required by this Section 11.08, the Certificateholders and Serviced Companion Loan
Noteholders.


 


It
shall not be necessary for the consent of Certificateholders under this Section 11.08 to approve the particular form of any
proposed amendment, but it shall be


 






    	-415-



    	 



    

 


sufficient if such consent shall approve the substance thereof. The method of obtaining such
consents and of evidencing the authorization of the execution thereof by Certificateholders and, if applicable, Serviced Companion
Loan Noteholders, shall be subject to such reasonable regulations as the Trustee may prescribe; provided, that such method
shall always be by affirmation and in writing.


 


Notwithstanding
any contrary provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless the Trustee
and the Certificate Administrator have received an Opinion of Counsel, at the expense of the party requesting such amendment (or,
if such amendment is required to maintain the rating issued by any Rating Agency or requested by the Trustee for any purpose described
in clause (i), (ii) or (iii) of the first sentence of this Section, then at the expense of the Trust Fund
(and, in the case of any Loan Combination, any such expense shall be allocated in accordance with the expense allocation provision
of the related Intercreditor Agreement) confirming that such amendment is authorized or permitted by this Agreement and that all
conditions precedent with respect thereto have been satisfied, respectively, hereunder and such amendment will not cause the Lower-Tier
REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or cause the Grantor
Trust to fail to qualify as a grantor trust, or cause a tax to be imposed on the Trust Fund or any such Trust REMIC or any such
Grantor Trust.


 


Prior
to the execution of any amendment to this Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the
Operating Advisor, the Special Servicer and the Master Servicer may request and shall be entitled to rely conclusively upon an
Opinion of Counsel and an Officer’s Certificate, at the expense of the party requesting such amendment (or, if such amendment
is required to maintain the rating issued by any Rating Agency or requested by the Trustee for any purpose described in clauses
(i), (ii) or (iii) of the first sentence of this Section 11.08 (which do not modify or otherwise relate solely
to the obligations, duties or rights of the Trustee), then at the expense of the Trust Fund (and, in the case of any Loan Combination,
any such expense shall be allocated in accordance with the expense allocation provision of the related Intercreditor Agreement))
confirming that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent
with respect thereto have been satisfied. The Trustee, the Certificate Administrator or the Operating Advisor may, but shall not
be obligated to, enter into any such amendment which affects the Trustee’s, the Certificate Administrator’s or the
Operating Advisor’s own rights, duties or immunities under this Agreement.


 


Notwithstanding
any contrary provision contained in this Agreement, no amendment shall be made to this Agreement (i) which adversely affects
the rights, including (without limitation) as a third-party beneficiary hereunder, and/or obligations (including, without limitation,
in the case of a Mortgage Loan Seller, under the related Mortgage Loan Purchase Agreement) of any Mortgage Loan Seller, Initial
Purchaser or Underwriter without the written consent of such Mortgage Loan Seller, Initial Purchaser or Underwriter, as applicable
or (ii) which adversely affects (as determined by the applicable Companion Loan Noteholder in good faith) the rights and/or
obligations of any Companion Loan Noteholder without the written consent of such Companion Loan Noteholder.


 


Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a


 






    	-416-



    	 



    

 


copy of the same to the 17g-5 Information Provider who shall post a copy of the same
on the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement, and thereafter, the Certificate
Administrator shall furnish written notification of the substance of such amendment to each Certificateholder, each Serviced Companion
Loan Noteholder, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, each Mortgage Loan
Seller, the Underwriters and the Initial Purchasers.


 


Notwithstanding
any contrary provision contained in this Agreement, if one but not all of the Notes evidencing a Joint Mortgage Loan is repurchased
by the applicable Mortgage Loan 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 No Downgrade Confirmation from each
Rating Agency (obtained at the expense of the repurchasing Mortgage Loan Seller) with respect to such amendment (or, if no such
No Downgrade 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 Notes with respect to a Joint Mortgage Loan is repurchased, the terms of Article III shall govern
the servicing and administration of such Joint Mortgage Loan.


 


Section 11.09     Confirmation
of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans)
by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement be treated for all purposes
as a sale by the Depositor of the Trust Fund to the Trustee. It is, further, not the intention of the parties that such conveyance
be deemed a pledge of the Trust Fund by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However,
if, notwithstanding the intent of the parties, the Trust Fund is held to continue to be property of the Depositor then (a) this
Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Trust Fund provided
for herein shall be deemed to be a grant by the Depositor to the Trustee on behalf of Certificateholders of a first priority security
interest in, and the Depositor hereby grants to the Trustee a security interest in, all of the Depositor’s right, title
and interest in and to, whether now owned or existing or hereafter acquired or arising, the property identified in clauses (i)
through (xiv) of the definition of “Trust Fund” and all proceeds thereof; (c) the possession by the Trustee
(or the Custodian on its behalf) of Notes and such other items of property as constitute instruments, money, negotiable documents
or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest
pursuant to Section 9-313 of the New York Uniform Commercial Code; and (d) notifications to Persons holding such property,
and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of
perfecting such security interest under applicable law. The Depositor shall, and upon the request and direction of the Master
Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund (and, in the case
of any Loan Combination, such expense shall be allocated in accordance with the expense allocation provision of the related Intercreditor
Agreement)), take such actions as may be necessary to ensure that such security interest is a


 






    	-417-



    	 



    

 


perfected security interest of first
priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties
that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned.


 


Section 11.10     No
Intended Third-Party Beneficiaries. Except as specified in Section 11.12 of this Agreement, no Person other than a party to this
Agreement, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter or any Certificateholder shall have any rights with
respect to the enforcement of any of the rights or obligations hereunder. Without limiting the foregoing, the parties to this
Agreement specifically state that no Borrower Party or any other party to a Mortgage Loan (other than the holder of a Companion
Loan that is not an Affiliate of any related Borrower Party) is an intended third-party beneficiary of this Agreement.


 


Section 11.11     Entire
Agreement.
This Agreement (and, with respect to each Loan Combination, together with the related Intercreditor 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, understanding, 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 supersedes any course of performance or usage
of the trade inconsistent with any of the terms hereof.


 


Section 11.12     Third
Party Beneficiaries.
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer acknowledge that (i) each
Mortgage Loan Seller and Deutsche Bank Securities Inc. are third party beneficiaries with respect to Section 8.05(h) of this
Agreement, the obligations of any party to this Agreement to deliver information to the 17g-5 Information Provider hereunder and
the obligations of the 17g-5 Information Provider to post information to the 17g-5 Information Provider’s Website (or make
available to the NRSROs the items referenced in Section 3.13(c) and (d)) and the express obligations of any party hereto
to deliver documents, notices, information or funds to a Mortgage Loan Seller, (ii) each Mortgage Loan Seller is a third
party beneficiary with respect to Section 1.04, Section 2.01, Section 2.02, Section 2.03, Section 8.05 and Section 11.08
of this Agreement and its rights as a Privileged Person, (iii) each Initial Purchaser and each Underwriter is a third party
beneficiary with respect to its rights to receive any notices, documents, certifications and/or information hereunder and its
rights under Section 11.08 of this Agreement, (iv) each holder of a Companion Loan and any related Other Depositor is
an intended third party beneficiary in respect of the rights afforded it under this Agreement and may directly (or, in the case
of a holder of a Companion Loan, the related Other Servicer may) enforce such rights, (v) each of the Serviced Companion Loan
Service Providers under the applicable Other Pooling and Servicing Agreement is an intended third party beneficiary under this
Agreement with respect to any provision herein expressly relating to compensation, reimbursement or indemnification of such Serviced
Companion Loan Service Provider and the provisions regarding the coordination of Advances, (vi) with respect to each Non-Serviced
Pari Passu Companion Loan, each of the related Non-Serviced Mortgage Loan Service Providers under the related Other Pooling and
Servicing Agreement is an intended third party beneficiary under this Agreement with respect to any provisions herein relating
to (1) the reimbursement of any nonrecoverable advances made with respect to the applicable Non-Serviced Mortgage Loan by such
Persons, (2) the indemnification of each applicable Other Servicer, Other Special Servicer and Other Trustee pursuant to Section 1.04
of this Agreement or pursuant to the related Intercreditor Agreement


 






    	-418-



    	 



    

 


against any claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the related
Other Pooling and Servicing Agreement and this Agreement that relate solely to its servicing of the related Loan Combination and
any related reimbursement provisions and (3) the provisions set forth in Section 4.07(e) of this Agreement regarding
advancing coordination, and (vii) if one, but not all, of the 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 Serviced
Companion Loan Noteholder, as contemplated by Section 3.33 hereof.


 


Section 11.13     Precautionary
Trust Indenture Act Provisions. In the event that 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.


 


[NO
FURTHER TEXT ON THIS PAGE]


 




    	-419-



    	 



    

 

IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the
Operating Advisor have caused their names to be signed hereto by their respective officers thereunto duly authorized all as of
the day and year first above written. 





 


	 	 	 
	 	DEUTSCHE MORTGAGE & ASSET

RECEIVING CORPORATION,

as Depositor
	 	 	 
	 	By:	/s/ Matt Smith
	 	 	Name:  Matt Smith
	 	 	Title: Director
	 	 	 
	 	By:	/s/ Natalie Grainger
	 	 	Name:  Natalie Grainger
	 	 	Title: Director
	 	 	 
	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Master Servicer
	 	 
	 	By:	/s/ Nachette Hadden
	 	 	Name:  Nachette Hadden
	 	 	Title: Director
	 	 	 
	 	LNR PARTNERS, LLC, as Special Servicer
	 	 
	 	By:	/s/ Jerry Hirschkorn
	 	 	Name:  Jerry Hirschkorn
	 	 	Title: Vice President


 

COMM 2015-CCRE24– Pooling and Servicing Agreement



 



    	 



    	 



    




 


	 	 	 
	 	WILMINGTON TRUST, NATIONAL

ASSOCIATION,

as Trustee
	 	 	 
	 	By:	/s/ Adam B. Scozzafava
	 	 	Name:  Adam B. Scozzafava
	 	 	Title: Vice President
	 	 	 
	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION,

as Certificate Administrator, Paying Agent

and Custodian
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name:  Stacey Gross
	 	 	Title: Vice President
	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor




	 	 	 	 	 
	 	By:  	Park Bridge Advisors LLC, a New York
	 	 	limited liability, company, its sole member
	 	 	 	 	 
	 	 	By:  	 Park Bridge Financial LLC, a New 
	 	 	 	 York limited liability company, its 
	 	 	 	 sole member 
	 	 	 	 	 
	 			 By:  	/s/ David M. Rodgers
	 	 	 	 	Name: David M. Rodgers
	 	 	 	 	Title: Managing Member
	 	 	  
	 	 	


 

COMM 2015-CCRE24– Pooling and Servicing Agreement



 











    	 



    	 



    
 


STATE
OF New York       )

                                                   :
ss.:

COUNTY OF New York   )


 





On
the 27th  day of August in the year 2015, before me, the undersigned, personally appeared     Natalie
Grainger & Matt Smith     , personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument, and that such individual made
such appearance before the undersigned in the New York (insert the city or other political subdivision and the state or
county or other place the acknowledgment was taken). 


 


	 	/s/ Christine L. Last
	 	Signature and Office of individual taking

 acknowledgment
	 	 
	 	Christine L.
Last


Notary Public
-State of New York


No. 01LA6274862


Qualified in
New York County


My Commission
Expires January 14, 2017










 


This
instrument prepared by:


 


Name:          Sidley
Austin LLP

Address:     787 Seventh Avenue

                     New York, New York


 

COMM 2015-CCRE24– Pooling and Servicing Agreement



 



    	 



    	 



    

 

STATE
OF   NORTH CAROLINA    )

                                                                    ) ss.:

COUNTY OF MECKLENBURG       )


 


On
this 27 day of July , 2015, personally appeared before me Nachette Hadden, to me known (or proved to me on
the basis of satisfactory evidence) to be a Director of Well Fargo Bank, National Association, a national banking
association, that executed the within and foregoing instrument, and acknowledge that said instrument to be the free and
voluntary act and deed of said entity, for the uses and purposes therein mentioned, and on oath stated that she was
authorized to execute said instrument, and that by her signature on the instrument the entity upon behalf of which she acted,
executed the instrument. 


 


	 	/s/ Erica L. Smith
	 	
	 	Notary:
	 	 
	ERICA L. SMITH


NOTARY PUBLIC


Gaston County


North Carolina


My Commission Expires 7/15/2017




	Name:
	 	 
	My Commission expires: July 15, 2017	 








  


COMM 2015-CCRE24– Pooling and Servicing Agreement


 


    	 



    	 



    
 


STATE
OF NEW YORK        )

                                                      : ss.:

COUNTY OF NASSAU         )


 


On
the 27th day of August in the year 2015, before me, the undersigned, personally appeared Jerry Hirschkorn, VP of LNR Partners,
LLC, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is
(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies),
and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s)
acted, executed the instrument, and that such individual made such appearance before the undersigned in the New York City
(insert the city or other political subdivision and the state or county or other place the acknowledgment was taken).


 

	 	/s/ Samantha Rae Gentile
	 	Signature and Office of individual taking

 acknowledgment
	 	SAMANTHA RAE GENTILE


Notary Public, State of New York


 Registration
# 01GE6293616


 Qualified In
Nassau County


 Commission Expires
December 16, 2017














 


This
instrument prepared by:


 


Name:          Sidley
Austin LLP

Address:     787 Seventh Avenue

                      New York, New York


 

COMM 2015-CCRE24– Pooling and Servicing Agreement


 







    	 



    	 



    
 

STATE
OF DELAWARE             )

                                                          :
ss.:

COUNTY OF NEW CASTLE     )


 


On
the 6th day of August in the year 2015, before me, the undersigned, personally appeared Adam B. Scozzafava, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument,
and that such individual made such appearance before the undersigned in the Wilmington, Delaware (insert the city or other
political subdivision and the state or county or other place the acknowledgment was taken).


 


	 	/s/ Christina M. Bader
	 	Signature and Office of individual taking

 acknowledgment
	 	CHRISTINA M BADER


NOTARY PUBLIC


STATE OF DELAWARE


My Commission Expires 04-15-2016














 



This
instrument prepared by:


 


Name:           Sidley
Austin LLP

Address:      787 Seventh Avenue

                      New York, New York


 


COMM 2015-CCRE24– Pooling and Servicing Agreement


 



    	 



    	 



    

 



 

STATE
OF Maryland        )

                                             :
ss.:

COUNTY OF Howard     )


 


On
the 27th day of August in the year 2015, before me, the undersigned, personally appeared Stacey Gross, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument,
and that such individual made such appearance before the undersigned in the State of Maryland (insert the city or other
political subdivision and the state or county or other place the acknowledgment was taken).


 


	 	/s/ Amy Martin
	 	Signature and Office of individual taking

 acknowledgment
	 	AMY MARTIN


NOTARY PUBLIC


ANNE ARUNDEL COUNTY


MARYLAND


My Commission Expires 2-22-2017














 



This
instrument prepared by:


 


Name:           Sidley
Austin LLP

Address:      787 Seventh Avenue

                      New York, New York


 


COMM 2015-CCRE24– Pooling and Servicing Agreement



    

     

    

 


STATE
OF NEW YORK          )

                                                       :
ss.:

COUNTY OF NEW YORK     )


 


 


On
the 27th day of July in the year 2015, before me, a notary public in and for said State, personally appeared David
M. Rodgers, to me known who, be me duly sworn, did depose and acknowledge before me that he is a Managing Member of Park
Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is the sole member of Park Bridge Lender
Services LLC, the entity described in and that executed the foregoing instrument; and that he singed his name thereto under authority
of said entity and on behalf of such entity.


 


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/ Xavia Wong
	 	Notary Public
	XAVIA WONG


Notary Public, State of New York


No. 01W05027871


Qualified in Queens County


Certification Expires Nov 20, 2018




	 
	 	 
	My Commission expires:	 
	Nov 20th, 2018	 









 


This
instrument prepared by:


 


Name:          Sidley
Austin LLP

Address:     787 Seventh Avenue

                      New York, New York


 

COMM 2015-CCRE24– Pooling and Servicing Agreement


 


 



    	 



    	 



    


EXHIBIT A-1


 


FORM OF CLASS A-1 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





 



    	A-1-1



    	 



    




 


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-1


 


	Class A-1 Pass-Through Rate: 1.652%	 	
        CUSIP:   12593JBA3

         

        ISIN:       US12593JBA34

	 	 	 
	Original Aggregate Certificate Balance of the Class A-1 Certificates: $70,050,000	 	Initial Certificate Balance of this Certificate: $70,050,000
	 	 	 
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: June 2020	 	No.: A-1-[_]


 


This certifies that
[_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D


 



    	A-1-2



    	 



    




 


of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-1 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-1 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon


 



    	A-1-3



    	 



    




 


presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any


 



    	A-1-4



    	 



    




 


Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as


 



    	A-1-5



    	 



    




 


provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause


 



    	A-1-6



    	 



    




 


the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced


 



    	A-1-7



    	 



    




 


by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB,


 



    	A-1-8



    	 



    




 


Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    	A-1-9



    	 



    




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-1 Certificate to be duly executed.


 


Dated: August 6, 2015





	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory









  


Certificate of Authentication


 


This is one of the Class
A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 



    	A-1-10



    	 



    




 


EXHIBIT A-2


 


FORM OF CLASS A-2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 






 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 



    	A-2-1



    	 



    




 


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-2


 


	Class A-2 Pass-Through Rate: 3.022%	 	
        CUSIP:   12593JBB1

         

        ISIN:       US12593JBB17

	 	 	 
	Original Aggregate Certificate Balance of the Class A-2 Certificates: $14,840,000	 	Initial Certificate Balance of this Certificate: $14,840,000
	 	 	 
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: July 2020	 	No.: A-2-[_]


 


This certifies that
[_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by


 



    	A-2-2



    	 



    




 


acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-2 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-2 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its


 



    	A-2-3



    	 



    




 


agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case and to the extent of the Trust Fund’s interest therein and
specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to
time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security
for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination
Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the
Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto and any


 



    	A-2-4



    	 



    




 


reinvestment
income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties;
(xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights
and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage
Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier
Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower).
As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other
than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor


 



    	A-2-5



    	 



    




 


of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 



    	A-2-6



    	 



    




 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 



    	A-2-7



    	 



    




 


Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the


 



    	A-2-8



    	 



    




 


Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    	A-2-9



    	 



    




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-2 Certificate to be duly executed.


 


Dated: August 6, 2015





	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory









  


Certificate of Authentication


 


This is one of the Class
A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 



    	A-2-10



    	 



    

 


EXHIBIT A-3


 


FORM OF CLASS A-SB CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


1 Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 



    	A-3-1



    	 



    




 


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-SB


 


	Class A-SB Pass-Through Rate: 3.445%	 	
        CUSIP:   12593JBC9

         

        ISIN:       US12593JBC99

	 	 	 
	Original Aggregate Certificate Balance of the Class A-SB Certificates: $107,950,000	 	Initial Certificate Balance of this Certificate: $107,950,000
	 	 	 
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: December 2024	 	No.: A-SB-[_]


 


This certifies that
[_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-SB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D


 



    	A-3-2



    	 



    




 


of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-SB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-SB Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its


 



    	A-3-3



    	 



    




 


agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any


 



    	A-3-4



    	 



    




 


reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor


 



    	A-3-5



    	 



    




 


of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 



    	A-3-6



    	 



    




 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 



    	A-3-7



    	 



    




 


Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the


 



    	A-3-8



    	 



    




 


Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    	A-3-9



    	 



    






 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-SB Certificate to be duly executed.


 


Dated: August 6, 2015





	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory









  


Certificate of Authentication


 


This is one of the Class
A-SB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 



    	A-3-10



    	 



    

 



EXHIBIT
A-4


 


FORM
OF CLASS A-3 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.


 





 




  


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.  


 






    	A-4-1



    	 



    

  


COMM
2015-CCRE24 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-3


 


	Class
    A-3 Pass-Through Rate: 3.214%	 	CUSIP:12593JBD7

         

        ISIN:US12593JBD72 

	 	 	 
	Original
    Aggregate Certificate Balance of the Class A-3 Certificates: $8,360,000	 	Initial
    Certificate Balance of this Certificate: $8,360,000
	 	 	 
	First Distribution
    Date: September 14, 2015	 	Cut-off Date: The
    close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of
    such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date: July 2022	 	No.:
    A-3-[_]


  


This
certifies that [________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans secured by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust
by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between
the Depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
LNR Partners, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (the “Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by


 






    	A-4-2



    	 



    

 





acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-3 Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth
day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-3 Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be
made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date,
by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United
States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in
writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the
address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its


 






    	A-4-3



    	 



    




 


agent (which
may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such
final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates
as to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been
surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining non-tendering Certificateholders, at their last addresses shown in the Certificate Register,
to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. If within two years after the second notice any such Certificates shall
not have been surrendered for cancellation, the Paying Agent shall distribute to the Certificate Administrator all amounts distributable
to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until
the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the transfer of
such amounts to a successor certificate administrator and (ii) the termination of the Trust Fund and distribution of such amounts
to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and all
income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto;
(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest
Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited
thereto and any


 






    	A-4-4



    	 



    

  


reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating
to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor


 






    	A-4-5



    	 



    

  


of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders
or Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the
Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to amend any provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable
to maintain the rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities
by each Rating Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling
Class Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing
Agreement; (iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with
the provisions of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material
respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing
by an Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder,
in respect of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion
Loan Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 






    	A-4-6



    	 



    

  


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each
Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or
the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby or which are required to be distributed
                                         to any Serviced Companion Loan Noteholders without the consent of such Serviced Companion
                                         Loan Noteholders;



 


		(ii)	change
                                         the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
                                         are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter
                                         the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
                                         or the Trustee to make a P&I Advance or a Property Advance, without the consent of
                                         the Holders of Certificates representing all of the Percentage Interests of the Class
                                         or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders;
                                         or



 


		(iv)	amend
                                         any section hereof which relates to the amendment of the Pooling and Servicing Agreement
                                         without the consent of the Holders of all Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby and the consent of any affected Serviced
                                         Companion Loan Noteholders.



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee,
at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan
Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent
as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification
of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel
(obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable,
any


 






    	A-4-7



    	 



    

  


Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect
an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the
Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which
the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of
                                         the last day of the month preceding such Anticipated Termination Date (less any P&I
                                         Advances previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate,
                                         and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Trustee/Certificate Administrator Fees, the CREFC® License Fees
                                         and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class
A-SB, Class A-3, Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F
Certificates if the


 






    	A-4-8



    	 



    

  


Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than
the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as
set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and
the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    	A-4-9



    	 



    

  


 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 


Dated: August 6, 2015


 



		



WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
but solely as Certificate Administrator







	 	 	
	 	
By:

	 
	 	 	
Authorized Signatory







  


Certificate
of Authentication


 


This
is one of the Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


 





		



WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
but solely as Authenticating Agent







	 	 	
	 	
By:

	 
	 	 	
Authorized Signatory






 



    	A-4-10



    	 



    







  


EXHIBIT
A-5


 


FORM
OF CLASS A-4 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.


 





 




  





1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


 






    	A-5-1



    	 



    

  


COMM
2015-CCRE24 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-4


 


	Class
    A-4 Pass-Through Rate: 3.432%	 	CUSIP:12593JBE5

         

        ISIN:US12593JBE55 

	 	 	 
	Original
    Aggregate Certificate Balance of the Class A-4 Certificates: $300,000,000	 	Initial
    Certificate Balance of this Certificate: $300,000,000
	 	 	 
	First Distribution
    Date: September 14, 2015	 	Cut-off Date: The
    close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of
    such Mortgage Loan
	 	 	 
	Assumed
    Final Distribution Date: July 2025	 	No.:
    A-4-[_]


 


This
certifies that [________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be
made with respect to the Class A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans secured by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust
by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between
the Depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
LNR Partners, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (the “Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by


 






    	A-5-2



    	 



    

  


acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-4 Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth
day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-4 Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the
last Business Day of the calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be
made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date,
by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United
States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in
writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the
address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its


 






    	A-5-3



    	 



    

 





agent (which
may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such
final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates
as to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been
surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail
a second notice to the remaining non-tendering Certificateholders, at their last addresses shown in the Certificate Register,
to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. If within two years after the second notice any such Certificates shall
not have been surrendered for cancellation, the Paying Agent shall distribute to the Certificate Administrator all amounts distributable
to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until
the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the transfer of
such amounts to a successor certificate administrator and (ii) the termination of the Trust Fund and distribution of such amounts
to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and all
income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto;
(ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii)
the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments
of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given
as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account,
the Serviced Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest
Reserve Account and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any


 






    	A-5-4



    	 



    

  


reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the
Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of
any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor


 






    	A-5-5



    	 



    

  


of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders
or Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the
Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing
Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may
be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii)
to amend any provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable
to maintain the rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities
by each Rating Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling
Class Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing
Agreement; (iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with
the provisions of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material
respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing
by an Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder,
in respect of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion
Loan Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule
17g-5 of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 






    	A-5-6



    	 



    

  


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each
Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or
the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby or which are required to be distributed
                                         to any Serviced Companion Loan Noteholders without the consent of such Serviced Companion
                                         Loan Noteholders;



 


		(ii)	change
                                         the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
                                         are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter
                                         the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
                                         or the Trustee to make a P&I Advance or a Property Advance, without the consent of
                                         the Holders of Certificates representing all of the Percentage Interests of the Class
                                         or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders;
                                         or



 


		(iv)	amend
                                         any section hereof which relates to the amendment of the Pooling and Servicing Agreement
                                         without the consent of the Holders of all Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby and the consent of any affected Serviced
                                         Companion Loan Noteholders.



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee,
at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan
Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent
as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification
of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all
times that any Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel
(obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable,
any


 






    	A-5-7



    	 



    

  


Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect
an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the
Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which
the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100%
                                         of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of
                                         the last day of the month preceding such Anticipated Termination Date (less any P&I
                                         Advances previously made on account of principal);



 


		(B)	the
                                         fair market value of all other property included in the Trust Fund as of the last day
                                         of the month preceding such Anticipated Termination Date, as determined by an Independent
                                         appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
                                         to the last day of the month preceding such Distribution Date;



 


		(C)	all
                                         unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
                                         Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage
                                         Rate to the last day of the month preceding such Anticipated Termination Date (less any
                                         P&I Advances previously made on account of interest); and



 


		(D)	the
                                         aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate,
                                         and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor
                                         Fees, Trustee/Certificate Administrator Fees, the CREFC® License Fees
                                         and Trust Fund expenses.



 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class
A-SB, Class A-3, Class A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F
Certificates if the


 






    	A-5-8



    	 



    

 





Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the
Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than
the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as
set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders
and the Serviced Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and
the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in
accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its
Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later
of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    	A-5-9



    	 



    

   


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.


 


Dated: August 6, 2015


 


		



WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
but solely as Certificate Administrator







	 	 	
	 	
By:

	 
	 	 	
Authorized Signatory





  


Certificate
of Authentication


 


This
is one of the Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


 


		



WELLS
FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity
but solely as Authenticating Agent







	 	 	
	 	
By:

	 
	 	 	
Authorized Signatory









  






    	A-5-10



    	 



    

 


 





EXHIBIT A-6


 


FORM OF CLASS A-5 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    	A-6-1



    	 



    

 


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-5


 


	Class A-5 Pass-Through Rate: 3.696%	 	
        CUSIP:12593JBF2

         

        ISIN:    US12593JBF21

         

	Original Aggregate Certificate Balance of the Class A-5 Certificates: $470,508,000

         
	 	Initial Certificate Balance of this Certificate: $470,508,000
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan

         

	Assumed Final Distribution Date: July 2025	 	No.: A-5-[_]


 


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made
with respect to the Class A-5 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans secured by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust
by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by


 






    	A-6-2



    	 



    

 


acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-5 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-5 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its


 






    	A-6-3



    	 



    

 


agent
(which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any


 






    	A-6-4



    	 



    

 


reinvestment
income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties;
(xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the
rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the
Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii)
the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for
purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor


 






    	A-6-5



    	 



    

 


of
a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 






    	A-6-6



    	 



    

  


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 






    	A-6-7



    	 



    

 


Serviced
Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the


 






    	A-6-8



    	 



    

 


Sole
Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates pursuant
to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    	A-6-9



    	 



    




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-5 Certificate to be duly executed.


 


Dated: August 6, 2015 









	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 
	 	 By:	 
	 	 	Authorized Signatory



  


Certificate of Authentication


 


This is one of the Class
A-5 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	 By:	 
	 	 	Authorized Signatory


 



    	A-6-10



    	 



    







 


EXHIBIT A-7


 


FORM OF CLASS A-M CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED.


 





 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    	A-7-1



    	 



    

  


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-M


 


	Class A-M Pass-Through Rate: A per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage Pass-Through Rate, and (ii) 4.028%	 	
        CUSIP:12593JBH8

         

        ISIN:
           US12593JBH86

         

	Original Aggregate Certificate Balance of the
Class A-M Certificates: $85,025,000

                                        
	 	Initial Certificate Balance of this Certificate as of the Closing Date: $85,025,000
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan

         

	Assumed Final Distribution Date: July 2025	 	No.: A-M-[_]


 


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-M Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D


 






    	A-7-2



    	 



    

 


of
the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-M Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-M Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its


 






    	A-7-3



    	 



    

 


agent
(which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any


 






    	A-7-4



    	 



    

 


reinvestment
income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties;
(xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the
rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the
Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii)
the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for
purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor


 






    	A-7-5



    	 



    

 


of
a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 






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The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 






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Serviced
Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the


 






    	A-7-8



    	 



    

 


Sole
Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates pursuant
to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 


 



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IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-M Certificate to be duly executed.


 


Dated: August 6, 2015 









	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 
	 	 By:	 
	 	 	Authorized Signatory



  


Certificate of Authentication


 


This is one of the Class
A-M Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	 By:	 
	 	 	Authorized Signatory


 



    	A-7-10



    	 



    










 


EXHIBIT
A-8


 


FORM OF CLASS B CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED.


 


 






 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    	A-8-1



    	 



    

 


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS B


 


	Class B Pass-Through Rate: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate	 	
        CUSIP:12593JBJ4

         

        ISIN:    US12593JBJ43

         

	Original Aggregate Certificate Balance of the
Class B Certificates: $95,435,000 
	 	Initial Certificate Balance of this Certificate as of the Closing Date: $95,435,000
	 	 	 
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan

         

	Assumed Final Distribution Date: July 2025	 	No.: B-[_]


 


 


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a beneficial interest in a “regular interest” in a “real estate mortgage investment conduit”, as those
terms are defined, respectively, in Sections


 



    	A-8-2



    	 



    




 


860G(a)(1)
and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat,
and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes
of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class B Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon


 






    	A-8-3



    	 



    

 


presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in


 






    	A-8-4



    	 



    

 


any
REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x)
a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in
all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the
Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and
(xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling
and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor


 






    	A-8-5



    	 



    

 


of
a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 






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The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 






    	A-8-7



    	 



    

 


Serviced
Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the


 






    	A-8-8



    	 



    

 


Sole
Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates pursuant
to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    	A-8-9



    	 



    

 




IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class B Certificate to be duly executed.


 


Dated: August 6, 2015 









	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 
	 	 By:	 
	 	 	Authorized Signatory



  


Certificate of Authentication


 


This is one of the Class
B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	 By:	 
	 	 	Authorized Signatory


 



    	A-8-10



    	 



    







  


EXHIBIT A-9


 


FORM OF CLASS C CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED.


 





 






 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    	A-9-1



    	 



    

 


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS C


 


	Class C Pass-Through Rate: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate	 	
        CUSIP:12593JBK1

         

        ISIN:US12593JBK16

         

	Original Aggregate Certificate Balance of the Class C Certificates: $62,467,000

                                        
	 	Initial Certificate Balance of this Certificate as of the Closing Date: $62,467,000
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan

         

	Assumed Final Distribution Date: August 2025	 	No.: C-[_]


 


 


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a beneficial interest in a “regular interest” in a “real estate mortgage investment conduit”, as those
terms are defined, respectively, in Sections


 






    	A-9-2



    	 



    

 


860G(a)(1)
and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat,
and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes
of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class C Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class C Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon


 






    	A-9-3



    	 



    

 


presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in


 






    	A-9-4



    	 



    

 


any
REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x)
a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in
all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the
Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and
(xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling
and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor


 






    	A-9-5



    	 



    

 


of
a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 






    	A-9-6



    	 



    

  


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 






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Serviced
Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the


 






    	A-9-8



    	 



    

 


Sole
Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates pursuant
to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    	A-9-9



    	 



    

 




IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class C Certificate to be duly executed.


 


Dated: August 6, 2015 









	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 
	 	 By:	 
	 	 	Authorized Signatory



  


Certificate of Authentication


 


This is one of the Class
C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	 By:	 
	 	 	Authorized Signatory


 



    	A-9-10



    	 



    







  


EXHIBIT A-10


 


FORM OF CLASS D CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED.


 





 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    	A-10-1



    	 



    

 


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS D


 


	Class D Pass-Through Rate: A per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage Pass-Through Rate, and (ii) 3.463%	 	
        CUSIP:12593JBL9

         

        ISIN:   US12593JBL98

         

	Original Aggregate Certificate Balance of the Class D Certificates: $71,143,000

                                        
	 	Initial Certificate Balance of this Certificate: $71,143,000
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan

         

	Assumed Final Distribution Date: August 2025	 	No.: D-[_]


  


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D


 






    	A-10-2



    	 



    

 


of
the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class D Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its


 






    	A-10-3



    	 



    

 


agent
(which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any


 






    	A-10-4



    	 



    

 


reinvestment
income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties;
(xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the
rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the
Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii)
the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for
purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor


 






    	A-10-5



    	 



    

 


of
a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 






    	A-10-6



    	 



    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 






    	A-10-7



    	 



    

 


Serviced
Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the


 






    	A-10-8



    	 



    

 


Sole
Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates pursuant
to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    	A-10-9



    	 



    

  




IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class D Certificate to be duly executed.


 


Dated: August 6, 2015 









	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 
	 	 By:	 
	 	 	Authorized Signatory



  


Certificate of Authentication


 


This is one of the Class
D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	 By:	 
	 	 	Authorized Signatory


 



    	A-10-10



    	 



    







  


EXHIBIT A-11


 


FORM OF CLASS E [RULE 144A] 1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 





 



 


1
For Rule 144A Global Certificates only.


 


2
For Reg S Global Certificates only.


 


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 






    	A-11-1



    	 



    

 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    	A-11-2



    	 



    

 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE
ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE
BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95 60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS
CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING
AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND
SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE
AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT
THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR
THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE


 






    	A-11-3



    	 



    

 


SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR
LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 



 


4
For Reg S Global Certificates only.


 






    	A-11-4



    	 



    

 


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS E


 


	Class E Pass-Through Rate: A per annum rate equal to (i) the Weighted Average Net Mortgage Pass-Through Rate, minus (ii) 1.250%, but no less than 0.000%	 	
        CUSIP:   12593JAL05
 U20244AF36
 12593JAM87

         

        ISIN:      US12593JAL088

USU20244AF349
 US12593JAM8010

         

	Original Aggregate Certificate Balance of the Class E Certificates: $31,234,000

                                        
	 	Initial Certificate Balance of this Certificate: $[_]
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan

         

	Assumed Final Distribution Date: February 2026	 	No.: E-[_]


  


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate


 





 



 


5
For Rule 144A Certificates





6
For Regulation S Certificates 


7
For IAI Certificates





8
For Rule 144A Certificates





9
For Regulation S Certificates 


10
For IAI Certificates



 



    	A-11-5



    	 



    




 


Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015.


 


During each Interest
Accrual Period (as defined below), interest on the Class E Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of


 






    	A-11-6



    	 



    

 


business
on the last Business Day of the calendar month preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United
States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in
writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the
address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which
may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such
final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage


 






    	A-11-7



    	 



    

 


Files
relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property;
(v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection
Account, the Serviced Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account,
the Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and
the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery
requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding
its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest
earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent
such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from
certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 






    	A-11-8



    	 



    

 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer


 






    	A-11-9



    	 



    

 


without
such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder
or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x)
an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation
from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan


 






    	A-11-10



    	 



    

 


Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall
be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of
the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times
that any Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel
(obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed
Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating
Advisor Fees,



 






    	A-11-11



    	 



    

 


			Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.





 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.








    	A-11-12



    	 



    

 




IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class E Certificate to be duly executed.


 


Dated: August 6, 2015 









	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 
	 	 By:	 
	 	 	Authorized Signatory



  


Certificate of Authentication


 


This is one of the Class
E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 
	 	 By:	 
	 	 	Authorized Signatory


 



    	A-11-13



    	 



    


 

EXHIBIT A-12


 


FORM OF CLASS F [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 





 






 





1
For Rule 144A Global Certificates only.


 


2
For Reg S Global Certificates only.


 


3 Legend required
as long as DTC is the Depository under the Pooling and Servicing Agreement.


  






    	A-12-1



    	 



    




 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    	A-12-2



    	 



    




 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE
ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE
BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95 60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS
CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING
AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND
SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE
AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT
THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR
THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE


 






    	A-12-3



    	 



    

 


SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR
LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4





 





 






 


4
For Reg S Global Certificates only.


 






    	A-12-4



    	 



    

 


 


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS F


 


	Class F Pass-Through Rate: A per annum rate equal to (i) the Weighted Average Net Mortgage Pass-Through Rate, minus (ii) 1.250%, but no less than 0.000%	 	
        CUSIP:    12593JAN65

        U20244AG16

        12593JAP17

         

        ISIN:        US12593JAN638

        USU20244AG179

        US12593JAP1210

         

	Original Aggregate Certificate Balance of the Class F Certificates: $13,881,000	 	Initial Certificate Balance of this Certificate: $[_]
	 	 	 
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: June 2026	 	No.: F-[_]


  


This
certifies that [              ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate  


 





 




 



5
For Rule 144A Certificates 


6
For Regulation S Certificates 


7
For IAI Certificates 


8
For Rule 144A Certificates 


9
For Regulation S Certificates 


10 For
IAI Certificates 







 



    	A-12-5



    	 



    




 





Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015.


 


During each Interest
Accrual Period (as defined below), interest on the Class F Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of


 






    	A-12-6



    	 



    




 


business
on each Record Date, which will be the close of business on the last Business Day of the calendar month preceding the month in
which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than the Termination Date
to each Certificateholder of record on the related Record Date, by wire transfer of immediately available funds to the account
of such Holder at a bank or other entity located in the United States and having appropriate facilities therefor if such Holder
shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record
Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at
the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as
such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage



 






    	A-12-7



    	 



    




 


Files
relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property;
(v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection
Account, the Serviced Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account,
the Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and
the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery
requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding
its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest
earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent
such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from
certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 






    	A-12-8



    	 



    




 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer


 






    	A-12-9



    	 



    




 


without
such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder
or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x)
an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation
from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan


 






    	A-12-10



    	 



    




 


Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall
be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of
the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times
that any Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel
(obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed
Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating
Advisor Fees,



 






    	A-12-11



    	 



    




 





			Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.







 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.




 






    	A-12-12



    	 



    




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class F Certificate to be duly executed.


 


Dated:
August 6, 2015 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION, not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Certificate of Authentication


 


This is one of the Class
F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015








	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    	A-12-13



    	 



    







 


EXHIBIT A-13


 


FORM OF CLASS G [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 





 






 





1
For Rule 144A Global Certificates only.


 


2
For Reg S Global Certificates only.


 


3 Legend required as long as DTC is
the Depository under the Pooling and Servicing Agreement.










 






    	A-13-1



    	 



    

 





TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    	A-13-2



    	 



    

  


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE
ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE
BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95 60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS
CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING
AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND
SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE
AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT
THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR
THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE


 






    	A-13-3



    	 



    




 


SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR
LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 



 


4
For Reg S Global Certificates only.


 


 






    	A-13-4



    	 



    

 


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS G


 


	Class G Pass-Through Rate: A per annum rate equal to (i) the Weighted Average Net Mortgage Pass-Through Rate, minus (ii) 1.250%, but no less than 0.000%	 	
        CUSIP:    12593JAQ95

U20244AH96

12593JAR77

         

        ISIN:        US12593JAQ948

USU20244AH999

US12593JAR7710

         

	Original Aggregate Certificate Balance of the Class G Certificates: $15,617,000	 	Initial Certificate Balance of this Certificate: $[_]
	 	 	 
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: June 2026	 	No.: G -[_]





 


This
certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made
with respect to the Class G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans secured by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust
by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate


 





 




 


5
For Rule 144A Certificates 


6
For Regulation S Certificates 


7
For IAI Certificates 


8
For Rule 144A Certificates 


9
For Regulation S Certificates 


10 For
IAI Certificates 







 




    	A-13-5



    	 



    




 


Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class G Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015.


 


During each Interest
Accrual Period (as defined below), interest on the Class G Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of 


 






    	A-13-6



    	 



    




 


business
on each Record Date, which will be the close of business on the last Business Day of the calendar month preceding the month
in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than the Termination
Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately available funds to the
account of such Holder at a bank or other entity located in the United States and having appropriate facilities therefor if
such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior to the
related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of
such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the
Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage


 






    	A-13-7



    	 



    




 


Files
relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property;
(v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection
Account, the Serviced Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account,
the Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and
the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery
requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding
its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest
earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent
such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from
certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 






    	A-13-8



    	 



    


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer


 






    	A-13-9



    	 



    




 


without
such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder
or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x)
an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation
from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan


 






    	A-13-10



    	 



    




 


Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall
be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of
the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times
that any Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel
(obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed
Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating
Advisor Fees,



 






    	A-13-11



    	 



    




 





			Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



  


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.




 






    	A-13-12



    	 



    




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class G Certificate to be duly executed.


 


Dated: August 6, 2015








	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  


Certificate of Authentication


 


This is one of the Class
G Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015











	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    	A-13-13



    	 



    

 


EXHIBIT A-14


 


FORM OF CLASS H [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 





 






 





1
For Rule 144A Global Certificates only.


 


2
For Reg S Global Certificates only.


 


3 Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.





 






    	A-14-1



    	 



    




 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    	A-14-2



    	 



    




 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE
ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE
BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95 60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS
CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING
AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND
SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE
AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT
THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR
THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE  


  






    	A-14-3



    	 



    

 


SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR
LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 






 


4
For Reg S Global Certificates only.


 






    	A-14-4



    	 



    

  


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS H


 


	Class H Pass-Through Rate: A per annum rate equal to (i) the Weighted Average Net Mortgage Pass-Through Rate, minus (ii) 1.250%, but no less than 0.000%	 	
        CUSIP:    12593JAS55

U20244AJ56

12593JAT37

         

        ISIN:       US12593JAS508

USU20244AJ559

US12593JAT3410

         

	Original Aggregate Certificate Balance of the Class H Certificates: $41,645,303	 	Initial Certificate Balance of this Certificate: $[_]
	 	 	 
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: June 2026	 	No.: H -[_]


  


This
certifies that [              ] is the registered
owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class H
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate


 





 



 



5
For Rule 144A Certificates 


6
For Regulation S Certificates 


7
For IAI Certificates 


8
For Rule 144A Certificates 


9
For Regulation S Certificates 


10 For
IAI Certificates


  






    	A-14-5



    	 



    




 


Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class H Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015.


 


During each Interest
Accrual Period (as defined below), interest on the Class H Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of


 






    	A-14-6



    	 



    




 


business
on the last Business Day of the calendar month preceding the month in which such Distribution Date occurs. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United
States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in
writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the
address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which
may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such
final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage


 






    	A-14-7



    	 



    

 


Files
relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property;
(v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection
Account, the Serviced Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account,
the Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and
the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery
requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding
its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest
earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent
such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from
certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 






    	A-14-8



    	 



    




 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer


 






    	A-14-9



    	 



    




 


without
such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder
or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x)
an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation
from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


  


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan


 






    	A-14-10



    	 



    

 


Noteholders,
may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall
be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of
the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times
that any Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel
(obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition
of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable,
any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed
Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating
Advisor Fees,



 






    	A-14-11



    	 



    




 





			Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.







 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.




 






    	A-14-12



    	 



    




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class H Certificate to be duly executed.


 


Dated: August 6, 2015











	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Certificate of Authentication


 


This is one of the Class
H Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015 














	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    	A-14-13



    	 



    

 


EXHIBIT A-15


 


FORM OF CLASS X-A CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-A CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-A CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-A CERTIFICATES IS EQUAL TO AN AMOUNT AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.




 





    	A-15-1



    	 



    




 


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS X-A


 


	Class X-A Pass-Through Rate: Variable	 	
        CUSIP:  12593JBG0

         

        ISIN:      US12593JBG04

         

	Original Aggregate Notional Balance of the

Class X-A Certificates: $1,056,733,000	 	Initial Notional Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: July 2025	 	No.: X-A-[__]


  


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the
Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to
the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents
to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D


 






    	A-15-2



    	 



    




 


of
the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-A Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-A Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its


 






    	A-15-3



    	 



    




 




agent
(which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of
such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any


 






    	A-15-4



    	 



    

 


reinvestment
income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties;
(xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the
rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the
Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii)
the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock
Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for
purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor


 






    	A-15-5



    	 



    

 


of
a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 






    	A-15-6



    	 



    

  


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 






    	A-15-7



    	 



    




 


Serviced
Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the


 






    	A-15-8



    	 



    

 


Sole
Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates pursuant
to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    	A-15-9



    	 



    

  


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-A Certificate to be duly executed.


 


Dated: August 6, 2015














	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Certificate of Authentication


 


This is one of the Class
X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015

















	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    	A-15-10



    	 



    

  


EXHIBIT A-16


 


FORM OF CLASS X-B [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 





 






 





1
For Rule 144A Global Certificates only.


 


2 For
Reg S Global Certificates only.


 


3 Legend required as long as DTC is the Depository under the
Pooling and Servicing Agreement. 




 






    	A-16-1



    	 



    

 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE
REGISTRAR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER
IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-B CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-B CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-B CERTIFICATES IS EQUAL TO AN AMOUNT AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 






    	A-16-2



    	 



    

 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 






 


4
For Reg S Global Certificates only.


 


 






    	A-16-3



    	 



    

  


COMM 2015-CCRE24 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-B


 


	
        Class X-B Pass-Through Rate: Variable

         

         

         
	 	
        CUSIP:  12593JAA45

        U20244AA46

        12593JAB27

         

        ISIN:     US12593JAA438

USU20244AA479

US12593JAB2610

         

	Original Aggregate Notional Balance of the Class X-B Certificates: $157,902,000	 	Initial Notional Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: August 2025	 	No.: X-B-[__]


  


This
certifies that [              ] is the registered
owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class X-B
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating


 





 



 





5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10 For IAI Certificates


  






    	A-16-4



    	 



    




 


Advisor”)
Wilmington Trust, National Association, as trustee (the “Trustee”), and Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian,
evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M, Class B,
Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class H, Class V, Class R
and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-B Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 






    	A-16-5



    	 



    




 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any


 






    	A-16-6



    	 



    




 


interest
of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all
revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements
related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans; (vii) a
security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts;
(viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts, the Distribution
Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest in any REO Account,
including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest
in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies
with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase
Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate


 






    	A-16-7



    	 



    




 


Administrator,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge
to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and


 






    	A-16-8



    	 



    




 


expense
of the Depositor. Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent,
the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer
without such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder
or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x)
an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation
from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 






    	A-16-9



    	 



    




 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 






    	A-16-10



    	 



    




 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 






    	A-16-11



    	 



    




 


Unless the Certificate
of Authentication on this Certificate 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.


 






    	A-16-12



    	 



    




 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class X-B Certificate to be duly executed.


 


Dated: August 6, 2015

















	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Certificate of Authentication


 


This is one of the Class
X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015




















	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    	A-16-13



    	 



    

  


EXHIBIT A-17


 


FORM OF CLASS X-C [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 





 






 





1
For Rule 144A Global Certificates only.


 


2
For Reg S Global Certificates only.


 


3 Legend required as long as DTC is the Depository under the
Pooling and Servicing Agreement. 


 






    	A-17-1



    	 



    

 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-C CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-C CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-C CERTIFICATES IS EQUAL TO AN AMOUNT AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 






    	A-17-2



    	 



    

  


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 


 



 





4
For Reg S Global Certificates only.




 



    	A-17-3



    	 



    




 




 


COMM 2015-CCRE24 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-C


 


	Class X-C Pass-Through Rate: Variable	 	
        CUSIP:   12593JAC05

U20244AB26

12593JAD87

         

        ISIN:       US12593JAC098

        USU20244AB209

        US12593JAD8110

         

	Original Aggregate Notional Balance of the Class X-C Certificates: $71,143,000	 	Initial Notional Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: August 2025	 	No.: X-C-[__]


  





This
certifies that [              ] is the registered
owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class X-C
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. 







 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating



 





 




 




5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10 For IAI Certificates


 







 






    	A-17-4



    	 



    




 


Advisor”)
Wilmington Trust, National Association, as trustee (the “Trustee”), and Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian,
evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M, Class B,
Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class H, Class V, Class R
and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-C Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-C Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 






    	A-17-5



    	 



    

  


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any


 






    	A-17-6



    	 



    

 


interest
of any Serviced Companion Loan Noteholder therein) (i) such Mortgage Loans as from time to time are subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all
revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements
related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans; (vii) a
security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts;
(viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts, the Distribution
Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest in any REO Account,
including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest
in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies
with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase
Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds
of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate


 






    	A-17-7



    	 



    

 


Administrator,
the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge
to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and


 






    	A-17-8



    	 



    

 


expense
of the Depositor. Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent,
the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer
without such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder
or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x)
an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation
from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby or which are required to be distributed to any Serviced Companion Loan Noteholders without the consent of such Serviced
Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage
Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard
or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent
of any affected Serviced Companion Loan Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment
of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.



 






    	A-17-9



    	 



    




 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 






    	A-17-10



    	 



    




 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 






    	A-17-11



    	 



    




 


Unless the Certificate
of Authentication on this Certificate 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.


 






    	A-17-12



    	 



    

  


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-C Certificate to be duly executed.


 


Dated: August 6, 2015 























	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  


Certificate of Authentication


 


This is one of the Class
X-C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


























	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    	A-17-13



    	 



    

 



EXHIBIT A-18


 


FORM OF CLASS X-D [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 





 






 


1
For Rule 144A Global Certificates only.


 


2
For Reg S Global Certificates only.


 


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 







    	A-18-1



    	 



    

  


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-D CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-D CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-D CERTIFICATES IS EQUAL TO AN AMOUNT AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 






    	A-18-2



    	 



    

 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 






 


4
For Reg S Global Certificates only.


 






    	A-18-3



    	 



    

  



 


COMM 2015-CCRE24 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-D


 


	Class X-D Pass-Through Rate: Variable	 	
        CUSIP:   12593JAE65

U20244AC06

12593JAF37

         

        ISIN:       US12593JAE648

        USU20244AC039

        US12593JAF3010

         

	Original Aggregate Notional Balance of the Class X-D Certificates: $31,234,000	 	Initial Notional Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: February 2026	 	No.: X-D-[__]


  


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating


 





 






 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates



 






    	A-18-4



    	 



    

 














Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-D Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 






    	A-18-5



    	 



    

 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any


 






    	A-18-6



    	 



    

 


interest of any Serviced Companion Loan Noteholder therein) (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate


 






    	A-18-7



    	 



    

 


Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and


 






    	A-18-8



    	 



    

 


expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 






    	A-18-9



    	 



    




 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 






    	A-18-10



    	 



    

 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 






    	A-18-11



    	 



    

 


Unless the Certificate
of Authentication on this Certificate 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.


 






    	A-18-12



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-D Certificate to be duly executed.


 


Dated: August 6, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 





Certificate of Authentication


 


This is one of the Class
X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 



    	A-18-13



    	 



    







 


EXHIBIT A-19


 


FORM OF CLASS X-E [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 





 






 


1
For Rule 144A Global Certificates only.


 


2
For Reg S Global Certificates only.


 


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 






    	A-19-1



    	 



    

  


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-E CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-E CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-E CERTIFICATES IS EQUAL TO AN AMOUNT AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


  


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 






    	A-19-2



    	 



    

 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 



 


 4
For Reg S Global Certificates only.


 









    	A-19-3



    	 



    

 




 


COMM 2015-CCRE24 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-E


 


	Class X-E Pass-Through Rate: Variable	 	
        CUSIP:   12593JAG15

        U20244AD86

        12593JAH97

         

        ISIN:       US12593JAG138

USU20244AD859

US12593JAH9510 

	 	 	 
	Original Aggregate Notional Balance of the Class X-E Certificates: $29,498,000	 	Initial Notional Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: June 2026	 	No.: X-E-[__]


  


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made
with respect to the Class X-E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans secured by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust
by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating


 





 






 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates


 





    	A-19-4



    	 



    








 


Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-E Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


 



    	A-19-5



    	 



    

 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any


 






    	A-19-6



    	 



    

  


interest of any Serviced Companion Loan Noteholder therein) (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate


 






    	A-19-7



    	 



    

 


Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and


 






    	A-19-8



    	 



    




 


expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 



		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 






    	A-19-9



    	 



    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 






    	A-19-10



    	 



    

 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 






    	A-19-11



    	 



    

 


Unless the Certificate
of Authentication on this Certificate 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.


 






    	A-19-12



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-E Certificate to be duly executed.


 


Dated: August 6, 2015





	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory









  


Certificate of Authentication


 


This is one of the Class
X-E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 






    	A-19-13



    	 



    

  


EXHIBIT A-20


 


FORM OF CLASS X-F [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE


 






 






 


1
For Rule 144A Global Certificates only.


 


2
For Reg S Global Certificates only.


 


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 






    	A-20-1



    	 



    




 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-F CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-F CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-F CERTIFICATES IS EQUAL TO AN AMOUNT AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 






    	A-20-2



    	 



    




 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4 








 





 






 


4
For Reg S Global Certificates only.



 



    	A-20-3



    	 



    




 


COMM 2015-CCRE24 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-F


 


	Class X-F Pass-Through Rate: Variable	 	
        CUSIP:   12593JAJ55

        U20244AE66

        12593JAK27

         

        ISIN:      US12593JAJ518

USU20244AE689

US12593JAK2510

         

	Original Aggregate Notional Balance of the Class X-F Certificates: $41,645,303	 	Initial Notional Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: September 14, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in August 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: June 2026	 	No.: X-F-[__]


  


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating 


 





 






 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates



 






    	A-20-4



    	 



    

 





Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-F Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 






    	A-20-5



    	 



    

 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any


 






    	A-20-6



    	 



    

 





interest of any Serviced Companion Loan Noteholder therein) (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate


 






    	A-20-7



    	 



    

 


Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and


 






    	A-20-8



    	 



    

 


expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without
regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion
Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced
Companion Loan Noteholders; provided, that no such amendment may:



 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 






    	A-20-9



    	 



    

 





Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 






    	A-20-10



    	 



    

 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 






    	A-20-11



    	 



    

 


Unless the Certificate
of Authentication on this Certificate 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.


 






    	A-20-12



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-F Certificate to be duly executed.


 


Dated: August 6, 2015





	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory









  


Certificate of Authentication


 


This is one of the Class
X-F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 






    	A-20-13



    	 



    

  


EXHIBIT A-21


 


FORM OF CLASS V CERTIFICATE


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND


 






    	A-21-1



    	 



    

 


SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED
TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT. 


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 






    	A-21-2



    	 



    

 


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V


 


	No.: V-1	 	Percentage Interest: [_]%
	 	 	 
	 	 	
        CUSIP:   12593JAU01

        U20244AK22

        12593JAV83

         

        ISIN:      US12593JAU074

USU20244AK295

US12593JAV896 



 


This certifies that [               ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class V Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 





 






1
For Rule 144A Certificates 


2
For Regulation S Certificates 


3
For IAI Certificates 


4
For Rule 144A Certificates 


5
For Regulation S Certificates 


6
For IAI Certificates



 






    	A-21-3



    	 



    

 


This Certificate represents
a beneficial interest in a portion of a grantor trust under subpart E, part I of subchapter J of the Internal Revenue Code of 1986,
as amended (the “Code”), which portion includes the Excess Interest and any proceeds thereof in the Class V
Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with
the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class V Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in September 2015. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in


 






    	A-21-4



    	 



    

 


such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such


 






    	A-21-5



    	 



    

 





interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made


 






    	A-21-6



    	 



    

 





in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without
regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion
Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced
Companion Loan Noteholders; provided, that no such amendment may:


 






    	A-21-7



    	 



    

 







		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the


 






    	A-21-8



    	 



    

 


Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The


 






    	A-21-9



    	 



    

 


Trustee
and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust created by
the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    	A-21-10



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class V Certificate to be duly executed.


 


Dated: August 6, 2015





	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory









  


Certificate of Authentication


 


This is one of the Class
V Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 






    	A-21-11



    	 



    

  


EXHIBIT A-22


 


FORM OF CLASS R CERTIFICATE


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN
AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT 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, (C) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY
ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY
BECOME DUE. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE
IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BECAUSE
THIS CERTIFICATE REPRESENTS A “NON ECONOMIC RESIDUAL INTEREST,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c),
TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR
UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO
THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO PAY A SPECIFIED AMOUNT TO THE PROPOSED TRANSFEREE OR TRANSFER
TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.


 






    	A-22-1



    	 



    

 


THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT TO ACT AS “TAX MATTERS PERSON” OF THE [UPPER TIER REMIC] [LOWER TIER REMIC]
AND TO THE APPOINTMENT OF THE CERTIFICATE ADMINISTRATOR AS ATTORNEY IN FACT AND AGENT FOR THE TAX MATTERS PERSON OR AS OTHERWISE
PROVIDED IN THE POOLING AND SERVICING AGREEMENT TO PERFORM THE FUNCTIONS OF A “TAX MATTERS PARTNER” FOR PURPOSES OF
SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH


 






    	A-22-2



    	 



    

 


TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED
TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT. 


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 






    	A-22-3



    	 



    




 


COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS R


 


	No.: R-1	 	Percentage Interest: [_]%
	 	 	 
	 	 	
        CUSIP:12593JAW61

         

        ISIN:    US12593JAW622 



  


This certifies that [                    ] is the registered owner of the Percentage Interest evidenced by this Certificate in the Class R Certificates issued by the Trust
Fund. The Class R Certificateholder is not entitled to interest or principal distributions. The Class R Certificateholder will
be entitled to receive the proceeds of the remaining assets of the Upper Tier REMIC, if any, on the Final Scheduled Distribution
Date for the Certificates, after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions
in reduction of principal balance have reduced the principal balances of the Certificates to zero. It is not anticipated that there
will be any assets remaining in the Upper Tier REMIC or Trust Fund on the Final Scheduled Distribution Date following the distributions
on the Regular Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Class R Certificate
represents the sole “residual interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(2)


 





 






1
For Rule 144A Certificates 










2
For Rule 144A Certificates 









    	A-22-4



    	 



    




 


and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the
“tax matters person” for the Upper-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Certificate
Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax
matters person”.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such


 






    	A-22-5



    	 



    




 


amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender


 






    	A-22-6



    	 



    

 


of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not


 






    	A-22-7



    	 



    

 


inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without
regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion
Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced
Companion Loan Noteholders; provided, that no such amendment may: 




 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 






    	A-22-8



    	 



    

 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month



 






    	A-22-9



    	 



    




 


			preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the


 






    	A-22-10



    	 



    

 





obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    	A-22-11



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class R Certificate to be duly executed.


 


Dated: August 6, 2015





	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory









  


Certificate of Authentication


 


This is one of the Class
R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory










 



    	A-22-12



    	 



    



 



EXHIBIT A-23


 


FORM OF CLASS LR CERTIFICATE


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN
AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT 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, (C) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY
ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY
BECOME DUE. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE
IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BECAUSE
THIS CERTIFICATE REPRESENTS A “NON ECONOMIC RESIDUAL INTEREST,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c),
TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR
UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO
THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO PAY A SPECIFIED AMOUNT TO THE PROPOSED TRANSFEREE OR TRANSFER
TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.


 



    	A-23-1



    	 



    




 


THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT TO ACT AS “TAX MATTERS PERSON” OF THE LOWER TIER REMIC AND TO THE APPOINTMENT
OF THE CERTIFICATE ADMINISTRATOR AS ATTORNEY IN FACT AND AGENT FOR THE TAX MATTERS PERSON OR AS OTHERWISE PROVIDED IN THE POOLING
AND SERVICING AGREEMENT TO PERFORM THE FUNCTIONS OF A “TAX MATTERS PARTNER” FOR PURPOSES OF SUBCHAPTER C OF CHAPTER
63 OF SUBTITLE F OF THE CODE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH


 



    	A-23-2



    	 



    




 


TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A. 


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED
FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 



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COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS LR


 


	No.: LR-1	 	Percentage Interest: [_]%
	 	 	
        CUSIP:  12593JAY21

         

        ISIN:      US12593JAY292



 


This certifies that [                    ] is the registered owner of the Percentage Interest evidenced by this Certificate in the Class LR Certificates issued by the Trust
Fund. The Class LR Certificateholder is not entitled to interest or principal distributions. The Class LR Certificateholder will
be entitled to receive the proceeds of the remaining assets of the Lower Tier REMIC, if any, on the Final Scheduled Distribution
Date for the Certificates, after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions
in reduction of principal balance have reduced the principal balances of the Certificates to zero. It is not anticipated that there
will be any assets remaining in the Lower Tier REMIC or Trust Fund on the Final Scheduled Distribution Date following the distributions
on the Regular Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class
X-A, Class A-M, Class B, Class C, Class D, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class
H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under
the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate
is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Class LR Certificate
represents the sole “residual interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by


 


 



 


1
For Rule 144A Certificates


2 For
Rule 144A Certificates 


 



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acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class LR Certificates shall be the
“tax matters person” for the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Certificate
Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax
matters person”.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate


 



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Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the LockBox Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and


 



    	A-23-6



    	 



    




 


transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other


 



    	A-23-7



    	 



    




 


change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
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 (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 



    	A-23-8



    	 



    




 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated 



 



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			Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4, Class A-5, Class A-M, Class B, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have
the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates
if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates
pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of
the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later
than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to


 



    	A-23-10



    	 



    



 


be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust created by
the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    	A-23-11



    	 



    



 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class LR Certificate to be duly executed.


 


Dated: August 6, 2015





	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory









  


Certificate of Authentication


 


This is one of the Class
LR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: August 6, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory






 



    	A-23-12



    	 



    



 







EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 



    	 



    	 



    




 







	COMM 2015 - CCRE24 - Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Mortgage
    Loan	 	 	 	 	 	 	 	 	 	 	 	Mortage	 	Original
    Principal	 	Cut-off
    Date 	 	Maturity
    Date	 	Due
	ID	 	Loan
    Number	 	 Seller	 	Mortgage
    Loan Name	 	Street
    Address	 	City	 	State	 	Zip
    Code	 	Rate	 	Balance	 	Stated
    Principal Balance	 	or
    ARD	 	Date
    
	1	 	GACC1	 	GACC	 	Lakewood
    Center 	 	500
    Lakewood Center	 	Lakewood	 	CA	 	90712	 	3.4320%	 	$120,000,000	 	$119,365,622.83
    	 	6/1/2026	 	1
	2	 	CCRE2	 	CCRE	 	Eden
    Roc	 	4525
    Collins Avenue	 	Miami
    Beach	 	FL	 	33140	 	4.3400%	 	$95,000,000	 	$95,000,000.00
    	 	7/6/2025	 	6
	3	 	GACC3	 	GACC	 	Heartland
    Industrial Portfolio	 	Various	 	Various	 	Various	 	Various	 	4.3060%	 	$95,000,000	 	$95,000,000.00
    	 	7/1/2025	 	1
	3.01	 	GACC3.01	 	GACC	 	1080
    Jenkins Brothers Road	 	1080
    Jenkins Brothers Road	 	 Blythewood	 	SC	 	29016	 	4.3060%	 	$11,664,248	 	$11,664,248.24
    	 	 	 	 
	3.02	 	GACC3.02	 	GACC	 	4080
    Perry Boulevard	 	4080
    Perry Boulevard	 	Whitestown	 	IN	 	46075	 	4.3060%	 	$7,059,142	 	$7,059,142.44
    	 	 	 	 
	3.03	 	GACC3.03	 	GACC	 	5045
    West 79th Street	 	5045
    West 79th Street	 	 Indianapolis	 	IN	 	46268	 	4.3060%	 	$6,816,768	 	$6,816,768.45
    	 	 	 	 
	3.04	 	GACC3.04	 	GACC	 	117-119
    Industrial Drive	 	117-119
    Industrial Drive	 	 Granite
    City	 	IL	 	62040	 	4.3060%	 	$6,483,504	 	$6,483,504.22
    	 	 	 	 
	3.05	 	GACC3.05	 	GACC	 	150
    Omicron Court	 	150
    Omicron Court	 	 Shepherdsville	 	KY	 	40165	 	4.3060%	 	$5,816,976	 	$5,816,975.75
    	 	 	 	 
	3.06	 	GACC3.06	 	GACC	 	431
    Smith Lane	 	431
    Smith Lane	 	 Jackson	 	TN	 	38301	 	4.3060%	 	$5,670,037	 	$5,670,036.52
    	 	 	 	 
	3.07	 	GACC3.07	 	GACC	 	4800
    Corporation Drive	 	4800
    Corporation Drive	 	 Fayetteville	 	NC	 	28306	 	4.3060%	 	$5,514,008	 	$5,514,008.26
    	 	 	 	 
	3.08	 	GACC3.08	 	GACC	 	6500
    Adelaide Court	 	6500
    Adelaide Court	 	 Groveport	 	OH	 	43125	 	4.3060%	 	$5,029,260	 	$5,029,260.28
    	 	 	 	 
	3.09	 	GACC3.09	 	GACC	 	271
    Omega Parkway	 	271
    Omega Parkway	 	 Shepherdsville	 	KY	 	40165	 	4.3060%	 	$4,362,732	 	$4,362,731.81
    	 	 	 	 
	3.1	 	GACC3.1	 	GACC	 	1380
    Perry Road	 	1380
    Perry Road	 	 Plainfield	 	IN	 	46231	 	4.3060%	 	$4,029,468	 	$4,029,467.58
    	 	 	 	 
	3.11	 	GACC3.11	 	GACC	 	2000
    Stanley Gault Parkway	 	2000
    Stanley Gault Parkway	 	 Louisville	 	KY	 	40223	 	4.3060%	 	$3,756,797	 	$3,756,796.83
    	 	 	 	 
	3.12	 	GACC3.12	 	GACC	 	300
    Oak Bluff Lane	 	300
    Oak Bluff Lane	 	 Goodlettsville	 	TN	 	37072	 	4.3060%	 	$3,665,907	 	$3,665,906.59
    	 	 	 	 
	3.13	 	GACC3.13	 	GACC	 	120
    Trans Air Drive	 	120
    Trans Air Drive	 	 Morrisville	 	NC	 	27560	 	4.3060%	 	$3,665,907	 	$3,665,906.59
    	 	 	 	 
	3.14	 	GACC3.14	 	GACC	 	5201
    Interchange Way	 	5201
    Interchange Way	 	 Louisville	 	KY	 	40229	 	4.3060%	 	$3,272,049	 	$3,272,048.86
    	 	 	 	 
	3.15	 	GACC3.15	 	GACC	 	5250-5350
    Lakeview Parkway	 	5250-5350
    Lakeview Parkway	 	 Indianapolis	 	IN	 	46268	 	4.3060%	 	$3,272,049	 	$3,272,048.86
    	 	 	 	 
	3.16	 	GACC3.16	 	GACC	 	2850
    Earhart Court	 	2850
    Earhart Court	 	 Hebron	 	KY	 	41048	 	4.3060%	 	$3,181,159	 	$3,181,158.61
    	 	 	 	 
	3.17	 	GACC3.17	 	GACC	 	7555
    Woodland Drive	 	7555
    Woodland Drive	 	 Indianapolis	 	IN	 	46278	 	4.3060%	 	$2,999,378	 	$2,999,378.12
    	 	 	 	 
	3.18	 	GACC3.18	 	GACC	 	801
    Swan Drive	 	801
    Swan Drive	 	 Smyrna	 	TN	 	37167	 	4.3060%	 	$2,620,669	 	$2,620,668.76
    	 	 	 	 
	3.19	 	GACC3.19	 	GACC	 	7601-7687
    Winton Drive	 	7601-7687
    Winton Drive	 	 Indianapolis	 	IN	 	46268	 	4.3060%	 	$2,484,333	 	$2,484,333.39
    	 	 	 	 
	3.2	 	GACC3.2	 	GACC	 	7645
    Woodland Drive	 	7645
    Woodland Drive	 	 Indianapolis	 	IN	 	46278	 	4.3060%	 	$1,636,024	 	$1,636,024.43
    	 	 	 	 
	3.21	 	GACC3.21	 	GACC	 	200
    Northfork Lane	 	200
    Northfork Lane	 	 Goodlettsville	 	TN	 	37072	 	4.3060%	 	$1,166,425	 	$1,166,424.82
    	 	 	 	 
	3.22	 	GACC3.22	 	GACC	 	100
    Northfork Lane	 	100
    Northfork Lane	 	 Goodlettsville	 	TN	 	37072	 	4.3060%	 	$833,161	 	$833,160.59
    	 	 	 	 
	4	 	LCF4	 	LCF	 	Palazzo
    Verdi	 	6363
    South Fiddler’s Green Circle	 	Greenwood
    Village	 	CO	 	80111	 	4.8770%	 	$73,500,000	 	$73,500,000.00
    	 	7/6/2025	 	6
	5	 	CCRE5	 	CCRE	 	Equinox
    West LA	 	1835
    Sepulveda Boulevard	 	Los
    Angeles	 	CA	 	90025	 	4.6510%	 	$66,400,000	 	$66,400,000.00
    	 	8/6/2025	 	6
	6	 	GACC6	 	GACC	 	Two
    Chatham Center & Garage	 	112
    Washington Place	 	Pittsburgh	 	PA	 	15219	 	4.2700%	 	$62,400,000	 	$62,321,739.78
    	 	7/6/2025	 	6
	7	 	LCF7	 	LCF	 	40
    Wall Street	 	40
    Wall Street	 	New
    York	 	NY	 	10006	 	3.6650%	 	$60,000,000	 	$59,883,648.57
    	 	7/6/2025	 	6
	8	 	GACC8	 	GACC	 	Westin
    Portland	 	750
    Southwest Alder Street	 	Portland	 	OR	 	97205	 	4.7800%	 	$58,500,000	 	$58,500,000.00
    	 	8/6/2025	 	6
	9	 	CCRE9	 	CCRE	 	Carefree
    Natomas Apartments	 	5601
    Natomas Boulevard	 	Sacramento	 	CA	 	95835	 	4.5115%	 	$37,800,000	 	$37,800,000.00
    	 	8/6/2025	 	6
	10	 	LCF10	 	LCF	 	Bunker
    Hill Village and Valley Forge Village MHC	 	1
    Sunflower Drive	 	Bohemia	 	NY	 	11716	 	4.3860%	 	$37,650,000	 	$37,650,000.00
    	 	7/6/2025	 	6
	11	 	Pillar11	 	Pillar	 	McMullen
    Portfolio	 	Various	 	Various	 	MI	 	48108	 	4.5820%	 	$32,100,000	 	$32,100,000.00
    	 	7/6/2025	 	6
	11.01	 	Pillar11.01	 	Pillar	 	Atrium
    I	 	900
    Victors Way	 	Ann
    Arbor	 	MI	 	48108	 	4.5820%	 	$8,700,000	 	$8,700,000.00
    	 	 	 	 
	11.02	 	Pillar11.02	 	Pillar	 	Atrium
    II	 	1000
    Victors Way	 	Ann
    Arbor	 	MI	 	48108	 	4.5820%	 	$6,975,000	 	$6,975,000.00
    	 	 	 	 
	11.03	 	Pillar11.03	 	Pillar	 	Eisenhower
    Commerce Center	 	1400
    Eisenhower Place	 	Ann
    Arbor	 	MI	 	48108	 	4.5820%	 	$4,350,000	 	$4,350,000.00
    	 	 	 	 
	11.04	 	Pillar11.04	 	Pillar	 	Valley
    Ranch Business Park #3	 	1136
    Oak Valley Drive	 	Pittsfield
    Township	 	MI	 	48108	 	4.5820%	 	$3,525,000	 	$3,525,000.00
    	 	 	 	 
	11.05	 	Pillar11.05	 	Pillar	 	Valley
    Ranch Business Park #4 & 5	 	1168
    Oak Valley Drive	 	Pittsfield
    Township	 	MI	 	48108	 	4.5820%	 	$3,525,000	 	$3,525,000.00
    	 	 	 	 
	11.06	 	Pillar11.06	 	Pillar	 	Valley
    Ranch Business Park #19	 	3923
    Ranchero Drive	 	Pittsfield
    Township	 	MI	 	48108	 	4.5820%	 	$2,100,000	 	$2,100,000.00
    	 	 	 	 
	11.07	 	Pillar11.07	 	Pillar	 	Valley
    Ranch Business Park #23	 	3980
    Ranchero Drive	 	Pittsfield
    Township	 	MI	 	48108	 	4.5820%	 	$1,575,000	 	$1,575,000.00
    	 	 	 	 
	11.08	 	Pillar11.08	 	Pillar	 	Valley
    Ranch Business Park #27	 	3754
    Ranchero Drive	 	Pittsfield
    Township	 	MI	 	48108	 	4.5820%	 	$1,350,000	 	$1,350,000.00
    	 	 	 	 
	12	 	LCF12	 	LCF	 	Embassy
    Suites Denver Tech Center	 	10250
    East Costilla Avenue	 	Centennial	 	CO	 	80112	 	4.6520%	 	$30,600,000	 	$30,600,000.00
    	 	7/6/2025	 	6
	13	 	CCRE13	 	CCRE	 	AVCO
    Center	 	10840
    & 10850 Wilshire Boulevard	 	Los
    Angeles	 	CA	 	90024	 	3.8980%	 	$30,000,000	 	$30,000,000.00
    	 	7/6/2025	 	6
	14	 	GACC14	 	GACC	 	Arbors
    at Las Colinas	 	1000
    San Jacinto Drive	 	Irving	 	TX	 	75063	 	4.5100%	 	$29,000,000	 	$29,000,000.00
    	 	7/6/2025	 	6
	15	 	CCRE15	 	CCRE	 	Boudin
    at the Wharf	 	160
    Jefferson Street	 	San
    Francisco	 	CA	 	94133	 	4.2525%	 	$27,000,000	 	$27,000,000.00
    	 	7/6/2025	 	6
	16	 	LCF16	 	LCF	 	La
    Gran Plaza	 	4200
    South Freeway	 	Fort
    Worth	 	TX	 	76115	 	4.2400%	 	$26,000,000	 	$25,898,101.00
    	 	5/6/2025	 	6
	17	 	CCRE17	 	CCRE	 	Westway
    Industrial	 	220-330
    Westway Place; 4300-4360 Beltway Place; 301 East Stephens Street	 	Arlington	 	TX	 	76018	 	4.6135%	 	$25,750,000	 	$25,750,000.00
    	 	7/6/2025	 	6
	18	 	LCF18	 	LCF	 	Osborne
    Chattanooga Office Portfolio	 	Various	 	Chattanooga	 	TN	 	37411	 	4.8050%	 	$24,000,000	 	$23,973,311.00
    	 	7/6/2025	 	6
	18.01	 	LCF18.01	 	LCF	 	Osborne
    Building	 	5746
    Marlin Road	 	Chattanooga	 	TN	 	37411	 	4.8050%	 	$5,105,389	 	$5,099,712.00
    	 	 	 	 
	18.02	 	LCF18.02	 	LCF	 	Uptain
    Building	 	5751
    Uptain Road	 	Chattanooga	 	TN	 	37411	 	4.8050%	 	$4,376,048	 	$4,371,182.00
    	 	 	 	 
	18.03	 	LCF18.03	 	LCF	 	Franklin
    Building	 	5726
    Marlin Road	 	Chattanooga	 	TN	 	37411	 	4.8050%	 	$3,305,389	 	$3,301,714.00
    	 	 	 	 
	18.04	 	LCF18.04	 	LCF	 	6200
    Building	 	5715
    Uptain Road	 	Chattanooga	 	TN	 	37411	 	4.8050%	 	$2,766,467	 	$2,763,391.00
    	 	 	 	 
	18.05	 	LCF18.05	 	LCF	 	6000
    Building	 	5704
    Marlin Road	 	Chattanooga	 	TN	 	37411	 	4.8050%	 	$1,365,269	 	$1,363,751.00
    	 	 	 	 
	18.06	 	LCF18.06	 	LCF	 	6300
    Building	 	5740
    Uptain Road	 	Chattanooga	 	TN	 	37411	 	4.8050%	 	$1,332,934	 	$1,331,452.00
    	 	 	 	 
	18.07	 	LCF18.07	 	LCF	 	6100
    Building	 	5720
    Uptain Road	 	Chattanooga	 	TN	 	37411	 	4.8050%	 	$1,020,359	 	$1,019,225.00
    	 	 	 	 
	18.08	 	LCF18.08	 	LCF	 	5800
    Building	 	5708
    Uptain Road	 	Chattanooga	 	TN	 	37411	 	4.8050%	 	$905,389	 	$904,382.00
    	 	 	 	 
	18.09	 	LCF18.09	 	LCF	 	5900
    Building	 	5705
    Marlin Road	 	Chattanooga	 	TN	 	37411	 	4.8050%	 	$855,090	 	$854,139.00
    	 	 	 	 
	18.1	 	LCF18.1	 	LCF	 	5700
    Building	 	951
    Eastgate Loop	 	Chattanooga	 	TN	 	37411	 	4.8050%	 	$819,162	 	$818,251.00
    	 	 	 	 
	18.11	 	LCF18.11	 	LCF	 	6500
    Building	 	5720
    Skurlock Road	 	Chattanooga	 	TN	 	37411	 	4.8050%	 	$819,162	 	$818,251.00
    	 	 	 	 
	18.12	 	LCF18.12	 	LCF	 	6600
    Building	 	5715
    Cornelison Road	 	Chattanooga	 	TN	 	37411	 	4.8050%	 	$682,635	 	$681,876.00
    	 	 	 	 
	18.13	 	LCF18.13	 	LCF	 	6400
    Building	 	5751
    Cornelison Road	 	Chattanooga	 	TN	 	37411	 	4.8050%	 	$646,707	 	$645,987.00
    	 	 	 	 
	19	 	LCF19	 	LCF	 	Midway
    Shopping Center	 	1449-1566,
    1532, 1544, and 1570 University Avenue West	 	St.
    Paul	 	MN	 	55104	 	4.3080%	 	$24,000,000	 	$23,970,150.00
    	 	7/1/2025	 	1
	20	 	CCRE20	 	CCRE	 	ART
    Multi-State Portfolio I	 	Various	 	Various	 	Various	 	Various	 	4.8920%	 	$22,318,000	 	$22,318,000.00
    	 	7/6/2025	 	6
	20.01	 	CCRE20.01	 	CCRE	 	Slate
    Run	 	806
    Granite Drive	 	Louisville	 	KY	 	40223	 	4.8920%	 	$6,100,010	 	$6,100,010.00
    	 	 	 	 
	20.02	 	CCRE20.02	 	CCRE	 	Rosewood	 	13905
    Sassafras Tree Drive	 	Louisville	 	KY	 	40245	 	4.8920%	 	$3,944,917	 	$3,944,917.00
    	 	 	 	 
	20.03	 	CCRE20.03	 	CCRE	 	Redwood
    Hollow	 	600
    Weakley Lane	 	Smyrna	 	TN	 	37167	 	4.8920%	 	$3,579,646	 	$3,579,646.00
    	 	 	 	 
	20.04	 	CCRE20.04	 	CCRE	 	Ranchside	 	2508
    Ranchside Terrace	 	New
    Port Richey	 	FL	 	34655	 	4.8920%	 	$3,433,538	 	$3,433,538.00
    	 	 	 	 
	20.05	 	CCRE20.05	 	CCRE	 	Sutton
    Place	 	3150
    Pyramid Parkway	 	Lakeland	 	FL	 	33805	 	4.8920%	 	$2,702,998	 	$2,702,998.00
    	 	 	 	 
	20.06	 	CCRE20.06	 	CCRE	 	Capital
    Ridge   	 	3255
    Capitol Circle Northeast	 	Tallahassee	 	FL	 	32308	 	4.8920%	 	$2,556,890	 	$2,556,890.00
    	 	 	 	 






    	 



    	 



    




	COMM 2015 - CCRE24 - Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Mortgage
    Loan	 	 	 	 	 	 	 	 	 	 	 	Mortage	 	Original
    Principal	 	Cut-off
    Date 	 	Maturity
    Date	 	Due
	ID	 	Loan
    Number	 	 Seller	 	Mortgage
    Loan Name	 	Street
    Address	 	City	 	State	 	Zip
    Code	 	Rate	 	Balance	 	Stated
    Principal Balance	 	or
    ARD	 	Date
    
	21	 	LCF21	 	LCF	 	East
    Hampton Village	 	105
    Oak View Highway	 	East
    Hampton	 	NY	 	11937	 	4.3770%	 	$21,360,000	 	$21,360,000.00
    	 	7/6/2025	 	6
	22	 	CCRE22	 	CCRE	 	Vero
    Beach Outlets	 	1824
    94th Drive	 	Vero
    Beach	 	FL	 	32966	 	4.5505%	 	$21,000,000	 	$21,000,000.00
    	 	12/6/2024	 	6
	23	 	CCRE23	 	CCRE	 	LG&E
    Center	 	220
    West Main Street	 	Louisville	 	KY	 	40202	 	4.2425%	 	$20,862,000	 	$20,862,000.00
    	 	6/6/2025	 	6
	24	 	GACC24	 	GACC	 	Siemens
    Buffalo Grove	 	1000
    Deerfield Parkway	 	Buffalo
    Grove	 	IL	 	60089	 	4.8900%	 	$18,500,000	 	$18,479,828.39
    	 	7/6/2025	 	6
	25	 	GACC25	 	GACC	 	Sheraton
    Suites Akron	 	1989
    Front Street	 	Cuyahoga
    Falls	 	OH	 	44221	 	4.0600%	 	$18,000,000	 	$17,932,492.72
    	 	6/6/2025	 	6
	26	 	CCRE26	 	CCRE	 	Las
    Palmas Village	 	415-535
    East Windmill Lane	 	Las
    Vegas	 	NV	 	89123	 	4.7125%	 	$17,500,000	 	$17,480,121.62
    	 	7/6/2025	 	6
	27	 	GACC27	 	GACC	 	FogCatcher
    Inn Pacifica	 	6400
    Moonstone Beach Drive	 	Cambria	 	CA	 	93428	 	4.5750%	 	$16,325,000	 	$16,325,000.00
    	 	6/6/2025	 	6
	28	 	GACC28	 	GACC	 	Cottage
    Inn by the Sea Pacifica	 	2351
    Price Street	 	Pismo
    Beach	 	CA	 	93449	 	4.5750%	 	$15,250,000	 	$15,250,000.00
    	 	6/6/2025	 	6
	29	 	GACC29	 	GACC	 	Fireside
    Inn on Moonstone Beach Pacifica	 	6700
    Moonstone Beach Drive	 	Cambria	 	CA	 	93428	 	4.5750%	 	$12,250,000	 	$12,250,000.00
    	 	6/6/2025	 	6
	30	 	GACC30	 	GACC	 	Anaheim
    Hills Business Center	 	5100-5150
    East La Palma Avenue	 	Anaheim	 	CA	 	92807	 	4.1500%	 	$10,800,000	 	$10,800,000.00
    	 	5/6/2025	 	6
	31	 	Pillar31	 	Pillar	 	Motor
    Lofts & Locust Street Lofts	 	Various	 	St.
    Louis	 	MO	 	63103	 	4.5270%	 	$10,650,000	 	$10,650,000.00
    	 	6/6/2025	 	6
	31.01	 	Pillar31.01	 	Pillar	 	Locust
    Street Lofts	 	416
    North 23rd Street	 	St.
    Louis	 	MO	 	63103	 	4.5270%	 	$5,407,500	 	$5,407,500.00
    	 	 	 	 
	31.02	 	Pillar31.02	 	Pillar	 	Motor
    Lofts	 	2207
    Washington Avenue	 	St.
    Louis	 	MO	 	63103	 	4.5270%	 	$5,242,500	 	$5,242,500.00
    	 	 	 	 
	32	 	GACC32	 	GACC	 	Hilton
    Garden Inn Blacksburg	 	900
    Plantation Road	 	Blacksburg	 	VA	 	24060	 	4.3100%	 	$10,500,000	 	$10,500,000.00
    	 	6/6/2020	 	6
	33	 	GACC33	 	GACC	 	940
    Howard	 	940
    Howard Street	 	San
    Francisco	 	CA	 	94103	 	4.1600%	 	$10,000,000	 	$10,000,000.00
    	 	7/6/2025	 	6
	34	 	GACC34	 	GACC	 	2217
    Caton Avenue	 	2217
    Caton Avenue	 	Brooklyn	 	NY	 	11226	 	4.5200%	 	$9,700,000	 	$9,700,000.00
    	 	7/6/2025	 	6
	35	 	LCF35	 	LCF	 	Corpus
    Christi Portfolio	 	Various	 	Corpus
    Christi	 	TX	 	Various	 	5.0210%	 	$9,500,000	 	$9,433,196.00
    	 	5/6/2025	 	6
	35.01	 	LCF35.01	 	LCF	 	LaQuinta
    Inn & Suites Corpus Christi	 	10446
    Interstate 37 Access Road	 	Corpus
    Christi	 	TX	 	78410	 	5.0210%	 	$5,200,000	 	$5,163,433.00
    	 	 	 	 
	35.02	 	LCF35.02	 	LCF	 	Candlewood
    Suites Corpus Christi	 	5014
    Crosstown Expressway	 	Corpus
    Christi	 	TX	 	78416	 	5.0210%	 	$4,300,000	 	$4,269,762.00
    	 	 	 	 
	36	 	CCRE36	 	CCRE	 	Cypress
    Point Shopping Center	 	928
    Diamond Springs Road	 	Virginia
    Beach	 	VA	 	23455	 	4.7795%	 	$9,100,000	 	$9,100,000.00
    	 	7/6/2022	 	6
	37	 	CCRE37	 	CCRE	 	Bemidji
    Multifamily	 	Various	 	Bemidji	 	MN	 	56601	 	4.9430%	 	$8,175,000	 	$8,166,195.83
    	 	7/6/2025	 	6
	38	 	Pillar38	 	Pillar	 	Home
    2 Suites	 	3810
    Promenade Parkway	 	D’lberville	 	MS	 	39540	 	4.3800%	 	$8,050,000	 	$8,019,343.57
    	 	5/6/2025	 	6
	39	 	Pillar39	 	Pillar	 	Trowbridge
    Village Retail Center	 	920
    Trowbridge Road	 	East
    Lansing	 	MI	 	48823	 	4.4330%	 	$7,725,000	 	$7,725,000.00
    	 	6/6/2025	 	6
	40	 	LCF40	 	LCF	 	Grand
    Rapids - 4147 Eastern Ave  	 	4147
    Eastern Avenue	 	Wyoming	 	MI	 	49508	 	5.0000%	 	$7,125,000	 	$7,125,000.00
    	 	7/6/2025	 	6
	41	 	Pillar41	 	Pillar	 	The
    Addison	 	6274
    Linton Boulevard 	 	Delray
    Beach	 	FL	 	33484	 	4.4220%	 	$7,000,000	 	$7,000,000.00
    	 	7/6/2025	 	6
	42	 	GACC42	 	GACC	 	Cedar
    Brook Business Park 	 	12800-12900
    Garden Grove Boulevard	 	Garden
    Grove	 	CA	 	92843	 	4.1100%	 	$6,910,000	 	$6,910,000.00
    	 	5/6/2025	 	6
	43	 	LCF43	 	LCF	 	AT&T
    Office	 	1460
    Round Table Drive 	 	Dallas	 	TX	 	75201	 	4.5530%	 	$6,750,000	 	$6,733,567.00
    	 	7/6/2025	 	6
	44	 	LCF44	 	LCF	 	Haier
    America HQ	 	1800
    Valley Road	 	Wayne	 	NJ	 	7470	 	5.4730%	 	$6,565,000	 	$6,565,000.00
    	 	7/6/2025	 	6
	45	 	GACC45	 	GACC	 	Grandview
    Center	 	5802-5858
    West Camelback Road	 	Glendale	 	AZ	 	85301	 	4.3800%	 	$6,420,000	 	$6,420,000.00
    	 	6/6/2025	 	6
	46	 	LCF46	 	LCF	 	Office
    Court on Inverness	 	88
    Inverness Circle East	 	Englewood	 	CO	 	80112	 	4.8880%	 	$5,600,000	 	$5,593,891.00
    	 	7/6/2025	 	6
	47	 	Pillar47	 	Pillar	 	Sherman
    Oaks	 	5201-5651
    Sherman Street	 	Wausau	 	WI	 	54401	 	4.5420%	 	$5,350,000	 	$5,350,000.00
    	 	7/6/2025	 	6
	48	 	GACC48	 	GACC	 	34
    Marketplace	 	1415-1453
    North Denver Avenue	 	Loveland	 	CO	 	80537	 	4.4500%	 	$5,300,000	 	$5,291,000.40
    	 	7/6/2025	 	6
	49	 	LCF49	 	LCF	 	Weyhill
    Building	 	2025
    East Beltline Avenue Southeast	 	Grand
    Rapids	 	MI	 	49546	 	4.8050%	 	$5,100,000	 	$5,094,329.00
    	 	7/6/2025	 	6
	50	 	Pillar50	 	Pillar	 	Rancho
    Crossroads Plaza	 	41115
    - 41125 Winchester Road	 	Temecula	 	CA	 	92591	 	4.5460%	 	$5,000,000	 	$5,000,000.00
    	 	6/6/2025	 	6
	51	 	CCRE51	 	CCRE	 	Addison
    House	 	5,
    9, 17, 19 and 21 Northwest 36th Street	 	Miami	 	FL	 	33127	 	4.5855%	 	$4,900,000	 	$4,887,893.04
    	 	6/6/2025	 	6
	52	 	CCRE52	 	CCRE	 	CVS
    & BBT Margate	 	1200
    North State Road 7	 	Margate	 	FL	 	33063	 	4.5240%	 	$4,850,000	 	$4,850,000.00
    	 	8/6/2025	 	6
	53	 	LCF53	 	LCF	 	Grand
    Rapids - 5010 52nd St SE  	 	5010
    52nd Street Southeast	 	Cascade
    Township	 	MI	 	49512	 	4.9900%	 	$4,850,000	 	$4,850,000.00
    	 	7/6/2025	 	6
	54	 	Pillar54	 	Pillar	 	Three
    Seasons MHP	 	21253
    Yontz Road	 	Brooksville	 	FL	 	34601	 	4.5610%	 	$3,650,000	 	$3,650,000.00
    	 	7/6/2025	 	6
	55	 	Pillar55	 	Pillar	 	Brooksville
    Mini-Storage Warehouse	 	21355
    Yontz Road	 	Brooksville	 	FL	 	34601	 	4.7110%	 	$975,000	 	$975,000.00
    	 	7/6/2025	 	6
	56	 	CCRE56	 	CCRE	 	Tarponaire
    Mobile Resort	 	38791
    U.S. Highway 19	 	Tarpon
    Springs	 	FL	 	34689	 	5.0025%	 	$4,620,000	 	$4,620,000.00
    	 	7/6/2020	 	6
	57	 	Pillar57	 	Pillar	 	Oddfellows
    Building	 	19
    West Hargett Street	 	Raleigh	 	NC	 	27601	 	4.3200%	 	$4,500,000	 	$4,488,273.05
    	 	6/6/2025	 	6
	58	 	GACC58	 	GACC	 	Black
    Bear Center	 	6021-6039
    West Bell Road	 	Glendale	 	AZ	 	85308	 	4.6300%	 	$4,300,000	 	$4,300,000.00
    	 	6/6/2025	 	6
	59	 	LCF59	 	LCF	 	Garden
    of the Gods RV Park	 	3704
    West Garden of the Gods Road 	 	Colorado
    Springs & Manitou Springs	 	CO	 	80904
    & 80829	 	4.5880%	 	$4,250,000	 	$4,235,339.00
    	 	6/6/2025	 	6
	60	 	LCF60	 	LCF	 	Grande
    Haven Villas	 	2780
    Fitzgerald Industrial Drive	 	Bowling
    Green	 	KY	 	42101	 	5.0120%	 	$3,840,000	 	$3,831,307.00
    	 	6/6/2025	 	6
	61	 	CCRE61	 	CCRE	 	Extra
    Space Storage	 	3011
    San Jacinto Street	 	Houston	 	TX	 	77004	 	4.8575%	 	$3,750,000	 	$3,745,880.18
    	 	7/6/2025	 	6
	62	 	CCRE62	 	CCRE	 	StoreSmart
    Spring Hill	 	2465
    Anderson Snow Road	 	Spring
    Hill	 	FL	 	34609	 	4.8750%	 	$3,700,000	 	$3,700,000.00
    	 	7/6/2025	 	6
	63	 	CCRE63	 	CCRE	 	Atrium
    Villa Apartments	 	500
    East Camellia Avenue	 	McAllen	 	TX	 	78501	 	4.5085%	 	$3,500,000	 	$3,500,000.00
    	 	6/6/2025	 	6
	64	 	Pillar64	 	Pillar	 	Edinburg
    Shopping Center	 	2801
    West University Road	 	Edinburg	 	TX	 	78539	 	5.0150%	 	$3,500,000	 	$3,496,294.00
    	 	7/6/2025	 	6
	65	 	GACC65	 	GACC	 	Merced
    Estates MHC	 	2020
    Ashby Road	 	Merced	 	CA	 	95348	 	4.3800%	 	$3,500,000	 	$3,490,987.45
    	 	6/6/2025	 	6
	66	 	Pillar66	 	Pillar	 	Spanish
    Palms Plaza	 	5693
    South Jones Boulevard	 	Las
    Vegas	 	NV	 	89118	 	4.3800%	 	$3,500,000	 	$3,486,671.11
    	 	5/6/2025	 	6
	67	 	CCRE67	 	CCRE	 	Easy
    Street Apartments	 	100
    Easy Street	 	Troy	 	AL	 	36081	 	4.9700%	 	$3,300,000	 	$3,296,468.42
    	 	7/6/2025	 	6
	68	 	CCRE68	 	CCRE	 	Great
    American Office Plaza	 	8350
    West Sahara Avenue	 	Las
    Vegas 	 	NV	 	89117	 	4.4100%	 	$3,300,000	 	$3,291,553.26
    	 	6/6/2025	 	6
	69	 	GACC69	 	GACC	 	Carriage
    House Apartments	 	601
    West Wenger Road	 	Englewood	 	OH	 	45322	 	4.6300%	 	$2,800,000	 	$2,796,759.15
    	 	7/6/2025	 	6
	70	 	Pillar70	 	Pillar	 	Valley
    View I & II	 	741
    Valley View Drive	 	Ionia	 	MI	 	48846	 	4.5500%	 	$2,750,000	 	$2,743,156.35
    	 	6/6/2025	 	6
	71	 	LCF71	 	LCF	 	New
    Hyde Park Commons	 	1596
    Union Turnpike	 	New
    Hyde Park	 	NY	 	11040	 	4.7160%	 	$2,450,000	 	$2,439,698.00
    	 	6/6/2025	 	6
	72	 	LCF72	 	LCF	 	Gypsum
    Riverview MHP	 	667
    Trail Gulch Road	 	Gypsum	 	CO	 	81637	 	4.9790%	 	$2,400,000	 	$2,397,437.00
    	 	7/6/2025	 	6
	73	 	CCRE73	 	CCRE	 	Sprint
    Oviedo	 	7915
    Red Bug Lake Road	 	Oviedo	 	FL	 	32765	 	4.9650%	 	$2,200,000	 	$2,194,970.92
    	 	6/6/2025	 	6
	74	 	GACC74	 	GACC	 	Wickshire
    Apartments	 	1570
    Lane Avenue South	 	Jacksonville	 	FL	 	32210	 	4.3800%	 	$2,050,000	 	$2,047,490.53
    	 	7/6/2025	 	6
	75	 	CCRE75	 	CCRE	 	Georgetown
    Self Storage	 	135
    Connector Road	 	Georgetown	 	KY	 	40324	 	4.1895%	 	$1,800,000	 	$1,795,186.37
    	 	6/6/2025	 	6
	76	 	LCF76	 	LCF	 	Dollar
    General - Canyon Lake	 	10297
    FM 2673	 	Canyon
    Lake	 	TX	 	78133	 	5.2000%	 	$897,000	 	$897,000.00
    	 	7/6/2025	 	6
	77	 	LCF77	 	LCF	 	Dollar
    General - Pleasanton	 	612
    Second Street	 	Pleasanton	 	TX	 	78064	 	5.0260%	 	$855,400	 	$855,400.00
    	 	7/6/2025	 	6
	78	 	LCF78	 	LCF	 	Dollar
    General - Peoria (West)	 	5019
    West Farmington Road	 	Peoria	 	IL	 	61604	 	5.0250%	 	$845,000	 	$845,000.00
    	 	7/6/2025	 	6
	79	 	LCF79	 	LCF	 	Dollar
    General - Bridgeport	 	1265
    Judy Avenue	 	Bridgeport	 	IL	 	62417	 	5.0240%	 	$812,500	 	$812,500.00
    	 	7/6/2025	 	6
	80	 	LCF80	 	LCF	 	Dollar
    General - Tremont	 	601
    West Pearl Street	 	Tremont	 	IL	 	61568	 	5.0230%	 	$780,000	 	$780,000.00
    	 	7/6/2025	 	6
	81	 	LCF81	 	LCF	 	Dollar
    General - Wheeler	 	402
    East Oklahoma Avenue	 	Wheeler	 	TX	 	79096	 	5.2000%	 	$708,500	 	$708,500.00
    	 	7/6/2025	 	6


 






    	 



    	 



    

  





	COMM 2015 - CCRE24 - Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Servicing
    Fee Rate	 	Interest	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Mortgage
    Loan	 	 	 	Current
    Monthly	 	Master
    Servicing	 	Primary
    Servicing	 	Accrual
    	 	Letter
    of 	 	 	 	Part
    of	 	Leasehold	 	Current
    Mezzanine
	ID	 	Loan
    Number	 	 Seller	 	Mortgage
    Loan Name	 	Debt
    Service	 	Fee
    Rate	 	Fee
    Rate	 	Method	 	Credit	 	Post-ARD
    Revised Rate	 	Loan
    Combination	 	Interest	 	or
    Subordinate Debt
	1	 	GACC1	 	GACC	 	Lakewood
    Center 	 	664,759.33	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	Yes	 	 	 	Yes
	2	 	CCRE2	 	CCRE	 	Eden
    Roc	 	355,036.11	 	0.0025%	 	0.0000%	 	Actual/360	 	None	 	 	 	Yes	 	 	 	 
	3	 	GACC3	 	GACC	 	Heartland
    Industrial Portfolio	 	352,254.72	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	Yes	 	 	 	 
	3.01	 	GACC3.01	 	GACC	 	1080
    Jenkins Brothers Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	GACC3.02	 	GACC	 	4080
    Perry Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	GACC3.03	 	GACC	 	5045
    West 79th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	GACC3.04	 	GACC	 	117-119
    Industrial Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	GACC3.05	 	GACC	 	150
    Omicron Court	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	GACC3.06	 	GACC	 	431
    Smith Lane	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	GACC3.07	 	GACC	 	4800
    Corporation Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	 	GACC3.08	 	GACC	 	6500
    Adelaide Court	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	 	GACC3.09	 	GACC	 	271
    Omega Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.1	 	GACC3.1	 	GACC	 	1380
    Perry Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	 	GACC3.11	 	GACC	 	2000
    Stanley Gault Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	 	GACC3.12	 	GACC	 	300
    Oak Bluff Lane	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	 	GACC3.13	 	GACC	 	120
    Trans Air Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	 	GACC3.14	 	GACC	 	5201
    Interchange Way	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	 	GACC3.15	 	GACC	 	5250-5350
    Lakeview Parkway	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	 	GACC3.16	 	GACC	 	2850
    Earhart Court	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	 	GACC3.17	 	GACC	 	7555
    Woodland Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	 	GACC3.18	 	GACC	 	801
    Swan Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	 	GACC3.19	 	GACC	 	7601-7687
    Winton Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.2	 	GACC3.2	 	GACC	 	7645
    Woodland Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	 	GACC3.21	 	GACC	 	200
    Northfork Lane	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	 	GACC3.22	 	GACC	 	100
    Northfork Lane	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	LCF4	 	LCF	 	Palazzo
    Verdi	 	308,673.46	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	5	 	CCRE5	 	CCRE	 	Equinox
    West LA	 	265,933.84	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	6	 	GACC6	 	GACC	 	Two
    Chatham Center & Garage	 	307,701.55	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	7	 	LCF7	 	LCF	 	40
    Wall Street	 	305,709.77	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	Yes	 	Leasehold	 	 
	8	 	GACC8	 	GACC	 	Westin
    Portland	 	306,222.42	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	9	 	CCRE9	 	CCRE	 	Carefree
    Natomas Apartments	 	146,849.33	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	10	 	LCF10	 	LCF	 	Bunker
    Hill Village and Valley Forge Village MHC	 	142,197.78	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	11	 	Pillar11	 	Pillar	 	McMullen
    Portfolio	 	126,654.12	 	0.0025%	 	0.0000%	 	Actual/360	 	None	 	 	 	 	 	 	 	Yes
	11.01	 	Pillar11.01	 	Pillar	 	Atrium
    I	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.02	 	Pillar11.02	 	Pillar	 	Atrium
    II	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.03	 	Pillar11.03	 	Pillar	 	Eisenhower
    Commerce Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.04	 	Pillar11.04	 	Pillar	 	Valley
    Ranch Business Park #3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.05	 	Pillar11.05	 	Pillar	 	Valley
    Ranch Business Park #4 & 5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.06	 	Pillar11.06	 	Pillar	 	Valley
    Ranch Business Park #19	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.07	 	Pillar11.07	 	Pillar	 	Valley
    Ranch Business Park #23	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.08	 	Pillar11.08	 	Pillar	 	Valley
    Ranch Business Park #27	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12	 	LCF12	 	LCF	 	Embassy
    Suites Denver Tech Center	 	122,580.20	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	13	 	CCRE13	 	CCRE	 	AVCO
    Center	 	100,698.33	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	14	 	GACC14	 	GACC	 	Arbors
    at Las Colinas	 	112,624.72	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	15	 	CCRE15	 	CCRE	 	Boudin
    at the Wharf	 	98,870.63	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	Leasehold	 	 
	16	 	LCF16	 	LCF	 	La
    Gran Plaza	 	127,752.21	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	Yes	 	 	 	 
	17	 	CCRE17	 	CCRE	 	Westway
    Industrial	 	102,297.95	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	18	 	LCF18	 	LCF	 	Osborne
    Chattanooga Office Portfolio	 	125,992.23	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	18.01	 	LCF18.01	 	LCF	 	Osborne
    Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	LCF18.02	 	LCF	 	Uptain
    Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	LCF18.03	 	LCF	 	Franklin
    Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.04	 	LCF18.04	 	LCF	 	6200
    Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.05	 	LCF18.05	 	LCF	 	6000
    Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.06	 	LCF18.06	 	LCF	 	6300
    Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.07	 	LCF18.07	 	LCF	 	6100
    Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.08	 	LCF18.08	 	LCF	 	5800
    Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.09	 	LCF18.09	 	LCF	 	5900
    Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.1	 	LCF18.1	 	LCF	 	5700
    Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.11	 	LCF18.11	 	LCF	 	6500
    Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.12	 	LCF18.12	 	LCF	 	6600
    Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.13	 	LCF18.13	 	LCF	 	6400
    Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	LCF19	 	LCF	 	Midway
    Shopping Center	 	118,881.91	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	20	 	CCRE20	 	CCRE	 	ART
    Multi-State Portfolio I	 	94,015.81	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	20.01	 	CCRE20.01	 	CCRE	 	Slate
    Run	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.02	 	CCRE20.02	 	CCRE	 	Rosewood	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.03	 	CCRE20.03	 	CCRE	 	Redwood
    Hollow	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.04	 	CCRE20.04	 	CCRE	 	Ranchside	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.05	 	CCRE20.05	 	CCRE	 	Sutton
    Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.06	 	CCRE20.06	 	CCRE	 	Capital
    Ridge   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 






    	 



    	 



    



 


	COMM 2015 - CCRE24 - Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Servicing
    Fee Rate	 	Interest	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Mortgage
    Loan	 	 	 	Current
    Monthly	 	Master
    Servicing	 	Primary
    Servicing	 	Accrual
    	 	Letter
    of 	 	 	 	Part
    of	 	Leasehold	 	Current
    Mezzanine
	ID	 	Loan
    Number	 	 Seller	 	Mortgage
    Loan Name	 	Debt
    Service	 	Fee
    Rate	 	Fee
    Rate	 	Method	 	Credit	 	Post-ARD
    Revised Rate	 	Loan
    Combination	 	Interest	 	or
    Subordinate Debt
	21	 	LCF21	 	LCF	 	East
    Hampton Village	 	80,507.62	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	22	 	CCRE22	 	CCRE	 	Vero
    Beach Outlets	 	82,288.21	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	23	 	CCRE23	 	CCRE	 	LG&E
    Center	 	76,214.39	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	Leasehold	 	 
	24	 	GACC24	 	GACC	 	Siemens
    Buffalo Grove	 	98,072.03	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	25	 	GACC25	 	GACC	 	Sheraton
    Suites Akron	 	95,607.97	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	26	 	CCRE26	 	CCRE	 	Las
    Palmas Village	 	90,893.14	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	27	 	GACC27	 	GACC	 	FogCatcher
    Inn Pacifica	 	64,313.70	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	28	 	GACC28	 	GACC	 	Cottage
    Inn by the Sea Pacifica	 	60,078.65	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	29	 	GACC29	 	GACC	 	Fireside
    Inn on Moonstone Beach Pacifica	 	48,259.90	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	30	 	GACC30	 	GACC	 	Anaheim
    Hills Business Center	 	38,595.00	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	31	 	Pillar31	 	Pillar	 	Motor
    Lofts & Locust Street Lofts	 	41,516.36	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	31.01	 	Pillar31.01	 	Pillar	 	Locust
    Street Lofts	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.02	 	Pillar31.02	 	Pillar	 	Motor
    Lofts	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	 	GACC32	 	GACC	 	Hilton
    Garden Inn Blacksburg	 	38,969.58	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	Leasehold	 	 
	33	 	GACC33	 	GACC	 	940
    Howard	 	35,822.22	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	34	 	GACC34	 	GACC	 	2217
    Caton Avenue	 	37,754.56	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	35	 	LCF35	 	LCF	 	Corpus
    Christi Portfolio	 	62,806.06	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	35.01	 	LCF35.01	 	LCF	 	LaQuinta
    Inn & Suites Corpus Christi	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.02	 	LCF35.02	 	LCF	 	Candlewood
    Suites Corpus Christi	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	CCRE36	 	CCRE	 	Cypress
    Point Shopping Center	 	37,452.69	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	37	 	CCRE37	 	CCRE	 	Bemidji
    Multifamily	 	43,600.83	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	38	 	Pillar38	 	Pillar	 	Home
    2 Suites	 	40,216.21	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	39	 	Pillar39	 	Pillar	 	Trowbridge
    Village Retail Center	 	29,488.69	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	40	 	LCF40	 	LCF	 	Grand
    Rapids - 4147 Eastern Ave  	 	30,677.08	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	The
    sum of 5.0000% and 4.0000% or 9.000%	 	 	 	 	 	 
	41	 	Pillar41	 	Pillar	 	The
    Addison	 	26,654.83	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	42	 	GACC42	 	GACC	 	Cedar
    Brook Business Park 	 	24,455.64	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	43	 	LCF43	 	LCF	 	AT&T
    Office	 	42,897.19	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	44	 	LCF44	 	LCF	 	Haier
    America HQ	 	30,939.93	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	The
    sum of 5.4730% and 4.0000% or 9.4730%	 	 	 	 	 	 
	45	 	GACC45	 	GACC	 	Grandview
    Center	 	24,214.10	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	46	 	LCF46	 	LCF	 	Office
    Court on Inverness	 	29,679.86	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	47	 	Pillar47	 	Pillar	 	Sherman
    Oaks	 	20,924.74	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	48	 	GACC48	 	GACC	 	34
    Marketplace	 	29,308.91	 	0.0025%	 	0.0000%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	49	 	LCF49	 	LCF	 	Weyhill
    Building	 	26,773.35	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	50	 	Pillar50	 	Pillar	 	Rancho
    Crossroads Plaza	 	19,573.06	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	51	 	CCRE51	 	CCRE	 	Addison
    House	 	25,077.13	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	Leasehold	 	 
	52	 	CCRE52	 	CCRE	 	CVS
    & BBT Margate	 	18,893.98	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	53	 	LCF53	 	LCF	 	Grand
    Rapids - 5010 52nd St SE  	 	20,840.18	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	The
    sum of 4.9900% and 4.0000% or 8.9900%	 	 	 	 	 	 
	54	 	Pillar54	 	Pillar	 	Three
    Seasons MHP	 	14,335.48	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	55	 	Pillar55	 	Pillar	 	Brooksville
    Mini-Storage Warehouse	 	3,955.28	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	56	 	CCRE56	 	CCRE	 	Tarponaire
    Mobile Resort	 	19,901.61	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	57	 	Pillar57	 	Pillar	 	Oddfellows
    Building	 	22,322.09	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	58	 	GACC58	 	GACC	 	Black
    Bear Center	 	17,143.86	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	59	 	LCF59	 	LCF	 	Garden
    of the Gods RV Park	 	23,835.66	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	60	 	LCF60	 	LCF	 	Grande
    Haven Villas	 	20,642.12	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	61	 	CCRE61	 	CCRE	 	Extra
    Space Storage	 	19,805.49	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	62	 	CCRE62	 	CCRE	 	StoreSmart
    Spring Hill	 	15,532.29	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	63	 	CCRE63	 	CCRE	 	Atrium
    Villa Apartments	 	13,588.12	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	64	 	Pillar64	 	Pillar	 	Edinburg
    Shopping Center	 	18,820.86	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	65	 	GACC65	 	GACC	 	Merced
    Estates MHC	 	17,485.31	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	66	 	Pillar66	 	Pillar	 	Spanish
    Palms Plaza	 	17,485.31	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	67	 	CCRE67	 	CCRE	 	Easy
    Street Apartments	 	17,654.66	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	68	 	CCRE68	 	CCRE	 	Great
    American Office Plaza	 	16,544.61	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	69	 	GACC69	 	GACC	 	Carriage
    House Apartments	 	14,404.29	 	0.0025%	 	0.0000%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	70	 	Pillar70	 	Pillar	 	Valley
    View I & II	 	14,015.66	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	71	 	LCF71	 	LCF	 	New
    Hyde Park Commons	 	14,929.15	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	Leasehold	 	 
	72	 	LCF72	 	LCF	 	Gypsum
    Riverview MHP	 	12,852.93	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	73	 	CCRE73	 	CCRE	 	Sprint
    Oviedo	 	11,763.06	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	74	 	GACC74	 	GACC	 	Wickshire
    Apartments	 	10,241.39	 	0.0025%	 	0.0000%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	75	 	CCRE75	 	CCRE	 	Georgetown
    Self Storage	 	8,791.28	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	 	 	 	 	 	 	 
	76	 	LCF76	 	LCF	 	Dollar
    General - Canyon Lake	 	4,016.57	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	The
    sum of 5.2000% and 4.0000% or 9.2000%	 	 	 	 	 	 
	77	 	LCF77	 	LCF	 	Dollar
    General - Pleasanton	 	3,702.12	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	The
    sum of 5.0260% and 4.000% or 9.0260%	 	 	 	 	 	 
	78	 	LCF78	 	LCF	 	Dollar
    General - Peoria (West)	 	3,656.39	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	The
    sum of 5.0250% and 4.000% or 9.0250%	 	 	 	 	 	 
	79	 	LCF79	 	LCF	 	Dollar
    General - Bridgeport	 	3,515.06	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	The
    sum of 5.0240% and 4.000% or 9.0240%	 	 	 	 	 	 
	80	 	LCF80	 	LCF	 	Dollar
    General - Tremont	 	3,373.78	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	The
    sum of 5.0230% and 4.000% or 9.0230%	 	 	 	 	 	 
	81	 	LCF81	 	LCF	 	Dollar
    General - Wheeler	 	3,172.51	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	The
    sum of 5.2000% and 4.000% or 9.2000%	 	 	 	 	 	 


 



    	 



    	 



    

 


 


EXHIBIT C-1


 


FORM OF TRANSFEREE AFFIDAVIT


 


AFFIDAVIT PURSUANT TO

SECTION 860E(e)(4) OF THE

INTERNAL REVENUE CODE OF

1986, AS AMENDED


 





	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 




 


______________________, being first duly sworn,
deposes and says:


 


1.           That
he/she is a ______________________ of ______________________ (the “Purchaser”), a
______________________ duly organized and existing under the laws of the State of ______________________ on behalf of which
he/she makes this affidavit.


 


2.           That the Purchaser’s
Taxpayer Identification Number is .


 


3.           That the Purchaser
of the COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [R] [LR] (the “Class [R] [LR]
Certificate”) is a Permitted Transferee (as defined in Article I of the Pooling and Servicing Agreement, dated as of
August 1, 2015 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving
Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer,
Park Bridge Lender Services LLC, as operating advisor, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank,
National Association, as certificate administrator, paying agent and custodian, or is acquiring the Class [R] [LR] Certificate
for the account of, or as agent (including as a broker, nominee, or other middleman) for, a Permitted Transferee and has received
from such person or entity an affidavit substantially in the form of this affidavit.


 


4.           That the Purchaser
historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class [R] [LR] Certificate as they become due.


 


5.           That the Purchaser
understands that it may incur tax liabilities with respect to the Class [R] [LR] Certificate in excess of any cash flow generated
by the Class [R] [LR] Certificate.


 


6.           That the Purchaser
will not transfer the Class [R] [LR] Certificate to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit or as to which the Purchaser has actual knowledge that the requirements set forth in
paragraph 3, paragraph 4 or paragraph 7 hereof are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.


 



    	C-1-1



    	 



    




 


7.           That the Purchaser
is not a Disqualified Non-U.S. Tax Person and is not purchasing the Class [R] [LR] Certificate for the account of, or as an agent
(including as a broker, nominee or other middleman) for, a Disqualified Non-U.S. Tax Person and is otherwise a Permitted Transferee.


 


8.           That the Purchaser
agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the restrictions on transfer
of the Class [R] [LR] Certificate to a “disqualified organization,” an agent thereof, or a person that does not satisfy
the requirements of paragraph 4, paragraph 7 and paragraph 11 hereof.


 


9.           That, if a “tax
matters person” is required to be designated with respect to the [Upper-Tier REMIC] [Lower-Tier REMIC], the Purchaser agrees
to act as “tax matters person” and to perform the functions of “tax matters partner” of the [Upper-Tier
REMIC][Lower-Tier REMIC] pursuant to Section 4.04 of the Pooling and Servicing Agreement, and agrees to the irrevocable designation
of the Certificate Administrator as the Purchaser’s agent in performing the function of “tax matters person”
and “tax matters partner.”


 


10.         The Purchaser
agrees to be bound by and to abide by the provisions of Section 5.02 of the Pooling and Servicing Agreement concerning registration
of the transfer and exchange of the Class [R] [LR] Certificate.


 


11.         The Purchaser
will not cause income from the Class [R] [LR] Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.


 


12.         Check the applicable
paragraph:


 


☐          The present value of the anticipated tax liabilities associated with holding the Class [R] [LR]
Certificate, as applicable, does not exceed the sum of:


 


(i)            the
present value of any consideration given to the Purchaser to acquire such Class [R] [LR] Certificate;


 


(ii)           the
present value of the expected future distributions on such Certificate; and


 


(iii)          the
present value of the anticipated tax savings associated with holding such Class [R] [LR] Certificate as the related REMIC generates
losses.


 


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the highest rate currently specified in Code Section 11(b) (but the tax rate in Code
Section 55(b)(1)(B) may be used in lieu of the highest rate specified in Code Section 11(b) if the Purchaser has been subject to
the alternative minimum tax under Code Section 55 in the preceding two years and will compute its taxable income in the current
taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to the short
term Federal rate prescribed by Code Section 1274(d) for the month of the transfer and the compounding period used by the Purchaser.


 



    	C-1-2



    	 



    




 


☐          The
transfer of the Class [R] [LR] Certificate complies with U.S. Treasury Regulations Section 1.860E 1(c)(5) and (6) and, accordingly,


 


(i)            the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E 1(c)(6)(i), as to which
income from the Class [R] [LR] Certificate will only be taxed in the United States;


 


(ii)           at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E 1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)          the
Purchaser will transfer the Class [R] [LR] Certificate only to another “eligible corporation,” as defined in U.S. Treasury
Regulations Section 1.860E 1(c)(6)(i), in a transaction that satisfies the requirements of Section 1.860E 1(c)(4)(i), (ii) and
(iii) and Section 1.860E 1(c)(5) of the U.S. Treasury Regulations; and


 


(iv)          the
Purchaser determined the consideration paid to it to acquire the Class [R] [LR] Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions,
tax rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐          None of the above.


 


Capitalized terms used
but not defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


IN WITNESS
WHEREOF, the Purchaser has caused this instrument to be executed on its behalf by its _____________________ this _____ day of
____________, 20__.


	 	 	 
	 	[The Purchaser]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:



 



    	C-1-3



    	 



    




 


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 ___.


 



    	C-1-4



    	 



    




 


EXHIBIT C-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


Wells Fargo Bank, National Association


Sixth Street & Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: COMM 2015-CCRE24 Mortgage Trust


 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [R] [LR] 



 


Ladies and Gentlemen:


 


[Transferor] has reviewed
the attached affidavit of [Transferee], and has no actual knowledge that such affidavit is not true or that [Transferee] is not
a Permitted Transferee (as defined in the Pooling and Servicing Agreement defined in the attached affidavit) and has no actual
knowledge or reason to know that the information contained in paragraphs 4, 7 and 11 thereof is not true. No purpose of [Transferor]
relating to the transfer of the Class [R] [LR] Certificate by [Transferor] to [Transferee] is or will be to impede the assessment
of any tax.








	 	 	 	 
	 	Very
    truly yours,
	 	 	 	 
	 	[Transferor]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 




 



    	C-2-1



    	 



    

 


EXHIBIT D-1


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National Association


Sixth Street & Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: COMM 2015-CCRE24 Mortgage Trust


 


Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


		Re:	COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through
                                                               Certificates, Class [       ]



 


Ladies and Gentlemen: 


This letter is delivered
pursuant to Section 5.02 of the Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling and Servicing
Agreement”), entered into and executed in connection with the above-referenced transaction, on behalf of the holders
of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”) with respect
to the transfer by [__________] (the “Seller”) to the undersigned (the “Purchaser”) of [$_____
aggregate Certificate Balance][_____% Percentage Interest] of Class [_____] Certificates, in certificated fully registered form
(such registered interest, the “Certificate”). Terms used but not defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement.


 


In connection with
such transfer, the undersigned hereby represents and warrants to you as follows:


 


			[For Institutional Accredited Investors only] 1. The Purchaser is an institutional investor that
is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”) or an entity in which all of the equity owners
are institutional investors that are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D promulgated under the Securities Act, and has such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of the investment in the Certificate, and the Purchaser and any accounts for which
the Purchaser is acting are each able to bear the economic risk of the investment. The Purchaser is acquiring the Certificate for
its own account or for one or more accounts (each of which is an Institutional Accredited Investor) as to each of which the Purchaser
exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection
with this transfer.



 


			[For Qualified Institutional Buyers only]
1. The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A (“Rule 144A”)
promulgated under the Securities Act of



 



    	D-1-1



    	 



    




 


			1933, as amended (the “Securities
Act”). The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the
opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.



 


		2.	The Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s
own account or (b) for reoffer, resale, pledge or other transfer to (i) “qualified institutional buyers” within the
meaning of, and in transactions complying with, Rule 144A promulgated under the Securities Act, or (ii) institutional investors
that are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under
the Securities Act or any entity in which all of the equity owners are institutional investors that are “accredited investors”
within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act, pursuant to any other
exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (a) the receipt
by the Certificate Registrar of a letter substantially in the form hereof, (b) the receipt by the Certificate Registrar of an opinion
of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (c) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer,
resale, pledge or transfer is in compliance with the Securities Act and other applicable laws (including applicable state and foreign
securities laws), and (d) a written undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed
transfer. It understands that the Certificate (and any subsequent Individual Certificate) has not been registered under the Securities
Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends upon, among other
things, the bona fide nature of the Purchaser’s investment intent (or intent to resell to only certain investors in certain
exempted transactions) as expressed herein.



 


		3.	The Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange
thereof) has not been registered or qualified under the Securities Act or the securities laws of any State or any other jurisdiction,
and that the Certificate cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder
or unless an exemption from such registration or qualification is available.



 


		4.	The Purchaser has reviewed the applicable Private Placement Memorandum dated July 24, 2015, relating
to the Certificates (the “Private Placement Memorandum”) and the agreements and other materials referred to
therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions
contemplated by the Private Placement Memorandum.



 


		5.	The Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing
Agreement in its capacity as an owner of an Individual Certificate or Certificates, as the case may be (each, a “Certificateholder”),
in all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Trustee, the Certificate
Administrator, the Certificate Registrar and all Certificateholders present and future.



 


		6.	The Purchaser will not sell or otherwise transfer any portion of the Certificate, except in compliance
with Section 5.02 of the Pooling and Servicing Agreement.



 



    	D-1-2



    	 



    




 


		7.	Check one of the following:



 


☐   The
Purchaser is a “U.S. Tax Person” (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”)
Form W-9 (or successor form).


 


☐   The
Purchaser is not a “U.S. Tax Person” (as defined below) and under applicable law in effect on the date hereof, no taxes
will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificate(s).
The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN (or successor form) if the Purchaser is an individual, or
IRS Form W-8BEN-E (or successor form) if the Purchaser is an entity, which identifies such Purchaser as the beneficial owner of
the Certificate(s) and states that such Purchaser is not a U.S. Tax Person, (ii) two duly executed copies of IRS Form W-8IMY (and
all appropriate attachment or (iii)]* two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser
as the beneficial owner of the Certificate(s) and state that interest and original issue discount on the Certificate(s) is, or
is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar
updated IRS Forms W-8BEN, IRS Forms W-8BEN-E, IRS Forms W-8IMY or IRS Forms W-8ECI, as the case may be, any applicable successor
IRS forms, or such other certifications as the Certificate Registrar may reasonably request, on or before the date that any such
IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the
most recent IRS form of certification furnished by it to the Certificate Registrar.


 


For purposes of this
paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, partnership
(except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of
the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership
for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to the extent provided
in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax
Persons).


 


Please make all payments
due on the Certificates:**


 


(a)  by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:








	 	 	 	 
	Account
    number:	 	 
	 	 	 	 
	Institution:	 	 	 







 


(b)  by
mailing a check or draft to the following address:





	 	 	 	 	 



 



    	D-1-3



    	 



    




 


	 	 	 	 	 
	 	 	 	 	 









	 	 	 	 
	 	Very truly yours,
	 	 	 	 
	 	[The Purchaser]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 







 


Dated: ______________________, 20___ 


 






*
Delete for Class R and Class LR.


**
Only to be filled out by Purchasers of Individual Certificates. Please select (a) or (b).


 



    	D-1-4



    	 



    

 


EXHIBIT D-2


 


FORM OF ERISA REPRESENTATION LETTER


 


[Date]


 


Wells Fargo Bank, National Association


Sixth Street & Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: COMM 2015-CCRE24 Mortgage Trust




Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


		Re:	COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [
                                                           ]



 


Ladies and Gentlemen:






 


_______________ (the
“Purchaser”) intends to purchase from (the “Seller”) [$_____ initial Certificate Balance][$_____
initial Notional Balance][ or _____% Percentage Interest] of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Class [_____], CUSIP No. _____ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement
dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), entered into and executed in connection
with the above-referenced transaction. All capitalized terms used herein and not otherwise defined shall have the meaning set forth
in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor,
the Certificate Administrator, the Certificate Registrar and the Trustee that:


 


The Purchaser is not
(a) an employee benefit plan or other retirement arrangement, including an individual retirement account or a Keogh plan, which
is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Code Section 4975,
a governmental plan, as defined in Section 3(32) of ERISA, or other plan subject to any federal, state or local law (“Similar
Law”) which is to a material extent similar to the foregoing provisions of ERISA or the Code (each, a “Plan”),
or (b) a collective investment fund whose underlying assets include Plan assets by reason of a Plan’s investment in the collective
investment fund (pursuant to U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, or
Similar Law), an insurance company using assets of separate accounts or general accounts which are deemed pursuant to ERISA or
any Similar Law to include assets of Plans, or other person acting on behalf of any such Plan or using the assets of any such Plan,
other than (except in the case of the Private Non-Regular Certificates) an insurance company using the assets of its general account
under circumstances whereby such purchase and the subsequent holding of such Certificate by such insurance company would be exempt
from the prohibited transaction provisions of Section 406 and 407 of ERISA and Code Section 4975 under Sections I and III of PTCE
95-60, or a substantially similar exemption under Similar Law; and


 



    	D-2-1



    	 



    




 


The Purchaser understands
that if the Purchaser is a person referred to in clause (a) or (b) above, except in the case of the Private Non-Regular Certificates,
which may not be transferred unless the transferee represents it is not such a person, such Purchaser is required to provide to
the Certificate Registrar any Opinions of Counsel, officers’ certificates or agreements as may be required by such persons,
and which establishes to the satisfaction of the Depositor, the Certificate Administrator and the Certificate Registrar that the
purchase and holding of the Certificates by or on behalf of a Plan will not constitute or result in a non-exempt prohibited transaction
within the meaning of Section 406 and Section 407 of ERISA or Code Section 4975 or any corresponding provision of any Similar Law,
and will not subject the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA,
Code Section 4975 or Similar Law), which Opinions of Counsel, officers’ certificates or agreements shall not be at the expense
of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor, the Certificate Administrator, the Trustee
or the Certificate Registrar.


 


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on this ___ day of ___, 20__.


	 	 	 	 
	 	Very truly yours,
	 	 	 	 
	 	[Purchaser]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 



 



    	D-2-2



    	 



    




 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE


 


[Date]


 


Wells Fargo Bank, National Association


1055 10th Avenue SE


Minneapolis, Minnesota 55414


Attention: COMM 2015-CCRE24 Mortgage Trust


 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


Dear __________________:


 


In connection with the
administration of the Mortgage Files held by, or on behalf of, you as Custodian under the Pooling and Servicing Agreement, the
undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you as Custodian with
respect to the following described Mortgage Loan for the reason indicated below:








	 	 	 	 	 
	Mortgagor’s Name:	 	 
	 	 	 	 	 
	Address:	 	 	 
	 	 	 	 	 
	Asset No.:	 	 	 







 


If only particular documents
in the Mortgage File are requested, please specify which:


 


Reason for requesting
file (or portion thereof):


 





	 	_____	1.	Mortgage Loan paid in full. Such [Master Servicer] [Special Servicer][Other Servicer][Other Special Servicer] hereby certifies that all amounts received in connection with the Mortgage Loan have been or will be, following such [Master Servicer’s] [Special Servicer’s] [Other Servicer’s][Other Special Servicer’s] release of the Mortgage File, credited to the Collection Account pursuant to the Pooling and Servicing Agreement.
	 	 	 	 
	 	_____	2.	The Mortgage Loan is being foreclosed.
	 	 	 	 
	 	_____	3.	Other. (Describe)







 


The undersigned acknowledges
that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of
the [Pooling and Servicing Agreement][Other Pooling and Servicing Agreement] and will be


 



    	E-1



    	 



    




 


returned to you or your designee within
ten (10) days of our receipt thereof, unless [the [Other Servicer][Other Special Servicer] requires such Mortgage File pursuant
to the applicable Intercreditor Agreement or Other Pooling and Servicing Agreement.][the Mortgage Loan has been paid in full or
otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently, or unless the
Mortgage Loan is being foreclosed,] in which case the Mortgage File (or such portion thereof) will be returned when no longer required
by us for such purpose.


 


Capitalized terms used
but not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.





	 	 	 	 
	 	[MASTER SERVICER][SPECIAL
SERVICER][OTHER SERVICER][OTHER SPECIAL SERVICER]
	 	 	 
	 	By:	 	 
		 	Name:
	 	 	Title:



 



    	E-2



    	 



    




 


EXHIBIT F


 


SECURITIES LEGEND


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. 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 IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3)
(EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR 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, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 



    	F-1



    	 



    




 


EXHIBIT G


 


FORM OF REGULATION S TRANSFER CERTIFICATE


 


Wells Fargo Bank, National Association


Sixth Street & Marquette
Avenue


Minneapolis, Minnesota
55479-0113


Attention: COMM 2015-CCRE24
Mortgage Trust


 


		Re:	Transfer of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Class [    ]



 


Ladies and Gentlemen:


 


This certificate is
delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling
and Servicing Agreement”), entered into and executed in connection with the above referenced transaction, on behalf
of the holders of the COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass Through Certificates, Class [_] (the
“Certificates”) in connection with the transfer by the undersigned (the “Transferor”)
to ____________________ (the “Transferee”) of $ __________  Certificate Balance of Certificates, in fully registered form (each, an
“Individual Certificate”), or a beneficial interest of such aggregate Certificate Balance in the
Regulation S Global Certificate (the “Global Certificate”) maintained by The Depository Trust Company or
its successor as Depositary under the Pooling and Servicing Agreement (such transferred interest, in either form, being the
“Transferred Interest”).


 


In connection with such
transfer, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions
set forth in the Pooling and Servicing Agreement and the Certificates and (i) with respect to transfers made in accordance with
Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


 


(1)          the offer of the
Transferred Interest was not made to a person in the United States;


 


[(2)         at the time the
buy order was originated, the Transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed that the Transferee was outside the United States;]*


 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither there undersigned nor any
person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]*


 


(3)          no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


 






 





* Insert one of these two provisions, which come
from the definition of “offshore transaction” in Regulation S.


 











    	G-1



    	 



    

 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


or (ii) with respect to transfers made
in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred
are not “restricted securities” as defined in Rule 144 under the Securities Act.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Operating Advisor, the Master Servicer and the Special Servicer.





	 	 	 	 
	 	[Insert
Name of Transferor]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 










 




Dated: ________________, 20 __


 



    	G-2



    	 



    




 


EXHIBIT H


 


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE DURING THE RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to Section
5.02(c)(ii)(A) of

the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association


Sixth Street & Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: COMM 2015-CCRE24 Mortgage Trust


 


		Re:	Transfer of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Class [    ]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
entered into and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $____________ aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of
Rule 144A Global Certificate (CUSIP No. ____________) with the Depository in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested a transfer of such beneficial interest for an interest in the Regulation S Global Certificate (CUSIP
No. ____________) to be held with [Euroclear] [Clearstream]* (Common Code) through the Depositary.


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such transfer has been effected in accordance
with the Transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation
S under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby
certify that:


 


(1)          the offer of the
Certificates was not made to a person in the United States,


 


[(2)         at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any persons acting on its behalf reasonably
believed that the Transferee was outside the United States,]**


 


 






 





* Select appropriate depository.





** Insert one of these two provisions, which
come from the definition of “offshore transaction” in Regulation S.


 



    	H-1



    	 



    




 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)          no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Operating Advisor, the Master Servicer and the Special Servicer.


	 	 	 	 
	 	[Insert
Name of Transferor]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 








 


Dated: ________________, 20___


 



    	H-2



    	 



    




 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE AFTER THE RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.02(c)(ii)(B) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association


Sixth Street & Marquette
Avenue


Minneapolis, Minnesota
55479-0113


Attention: COMM 2015-CCRE24
Mortgage Trust


 


		Re:	Transfer of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Class [    ]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
entered into and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


The letter relates to
U.S. $____________ aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form
of the Rule 144A Global Certificate (CUSIP No. ____________) with the Depository in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested a transfer of such beneficial interest in the Certificates for an interest in the Regulation S Global
Certificate (Common Code No. ____________).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such transfer has been effected in accordance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers made in reliance
on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor does hereby
certify that:


 


(1)          the offer of the
Certificates was not made to a person in the United States,


 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed that the transferee was outside the United States,]*


 


 



 


*
Insert one of these two provisions, which come from the definition
of “offshore transaction” in Regulation S.


  



    	I-1



    	 



    




 


[(2)        the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)          no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act;


 


or (ii) with respect to transfers made
in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred
are not “restricted securities” as defined in Rule 144 under the Securities Act.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Operating Advisor, the Master Servicer and the Special Servicer.


	 	 	 	 
	 	[Insert
Name of Transferor]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 








 


Dated: _______________, 20___


 



    	I-2



    	 



    

 


EXHIBIT J


 


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL

CERTIFICATE TO RULE 144A GLOBAL CERTIFICATE DURING THE RESTRICTED PERIOD


 


(Exchange or transfers pursuant to Section
5.02(c)(ii)(C)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association


Sixth Street & Marquette
Avenue


Minneapolis, Minnesota
55479-0113


Attention: COMM 2015-CCRE24
Mortgage Trust


 


		Re:	Transfer of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Class [    ]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”),
entered into and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
U.S. $____________ aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form
of the Regulation S Global Certificate (CUSIP No. ____________) with [Euroclear] [Clearstream]* (Common Code ) through the Depository
in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such
beneficial interest in the Certificates for an interest in the Regulation 144A Global Certificate (CUSIP No. ____________).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being transferred in
accordance with (i) the transfer restrictions set forth in the Pooling and Servicing Agreement and (ii) Rule 144A under the Securities
Act to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account with respect to
which the transferee exercises sole investment discretion and the transferee and any such account is “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 an jurisdiction.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Operating Advisor, the Master Servicer and the Special Servicer. 


 






 


*
Select appropriate depositary.


 


 



    	J-1



    	 



    




 





	 	 	 	 
	 	[Insert
Name of Transferor]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 







 


Dated: ______________, 20__


 



    	J-2



    	 



    

 


EXHIBIT K


 


FORM OF DISTRIBUTION DATE STATEMENT


 



    	K-1



    	 



    

 





	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15



	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Exchangeable Class Detail


	4	 	 	 
	 	 	 	 	Reconciliation Detail	5	 	 	 
	 	 	 	 	Other Required Information	6	 	 	 
	 	 	 	 	Cash Reconciliation Detail	7	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	8-10	 	 	 
	 	 	 	 	Mortgage Loan Detail	11	 	 	 
	 	 	 	 	NOI Detail	12	 	 	 
	 	 	 	 	Principal Prepayment Detail	13	 	 	 
	 	 	 	 	Historical Detail	14	 	 	 
	 	 	 	 	Delinquency Loan Detail	15	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	16-17	 	 	 
	 	 	 	 	Advance Summary	18	 	 	 
	 	 	 	 	Modified Loan Detail	19	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	20	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	21	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	22-23	 	 	 
	 	 	 	 	Defeased Loan Detail	24	 	 	 
	 	 	 	 	Supplemental Reporting	25	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master Servicer	 	 	 	Special Servicer	 	 	 	Operating Advisor	 	 
	 	 	Deutsche
                                         Mortgage & Asset Receiving 
	 	 	 	Wells
    Fargo Bank, National Association	 	 	 	
LNR
    Partners, LLC	 	 	 	
Park
    Bridge Lender Services LLC	 	 
	 	 	Corporation	 	 	 	550 S. Tryon Street, 14th Floor	 	 	 	1601 Washington Avenue	 	 	 	560 Lexington Avenue, 17th Floor	 	 
	 	 	60 Wall Street	 	 	 	Charlotte, NC 28202	 	 	 	Suite 700	 	 	 	New York, NY 10022	 	 
	 	 	New York, NY 10005	 	 	 	 	 	 	 	Miami Beach, FL 33139 



	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Contact:	 	 	 	Contact:    Thomas F. Nealon, Esq.,	 	 	 	 	 	 
	 	 	Contact:               Helaine
    M. Kaplan	 	 	 	REAM_InvestorRelations@wellsfargo.com	 	 	 	                  Steven
    A. Rivers, Esq. and

                       Job Warshaw


	 	 	 	Contact:             David
    Rodgers	 	 
	 	 	Phone Number:  (212) 250-5270	 	 	 	Phone Number:  (866) 898-1615	 	 	 	Phone Number: (305) 695-5600	 	 	 	Phone Number: (212) 310-9821	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    

 





	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 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-5	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-M	 	 	 	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	 	 
	 	 	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	 	 
	 	 	LR	 	 	 	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-C	 	 	 	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-E	 	 	 	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	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	(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



    	 



    


 


	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15


	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	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-5	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-M	 	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	 
	 	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	 
	 	LR	 	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-C	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-E	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    	 	Page 3 of 24



    	 



    

 


	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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  
    	 	 
	 	 	A-5	 	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  
    	 	 
	 	 	A-M	 	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  
    	 	 
	 	 	X-B	 	0	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-C	 	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-E	 	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  
    	 	 
	 	 	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  
    	 	 
	 	 	Totals	 	 	 	0	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    	 	Page 4 of 24



    	 



    




	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling Class Information	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling Class:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Effective as of: mm/dd/yyyy	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling Class Representative:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Effective as of: mm/dd/yyyy	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution
        Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	 	Page 5 of 24



    	 



    






 





	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	 	Total Funds Distributed	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	 	Fees:	 	 	 	 
	 	Interest paid or advanced	 	0.00	 	 	Master Servicing Fee - Wells Fargo
    Bank, N.A.	 	0.00	 	 
	 	Interest reductions due to Non-Recoverability
    Determinations	 	0.00	 	 	Trustee Fee - Wilmington Trust, 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	 	 	Operating Advsior Fee - Park Bridge Lender Services LLC	 	0.00	 	 
	 	Net Prepayment Interest Excess	 	0.00	 	 	Total Fees	 	 	0.00	 
	 	Extension Interest	 	0.00	 	 	Additional Trust Fund Expenses:	 	 	 	 
	 	Interest Reserve Withdrawal	 	0.00	 	 	 	 	 	 	 
	 	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	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    





 







	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

    Balance	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	 	Page 7 of 24



    	 



    
 






	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	 	Page 8 of 24



    	 



    




 


	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining Term
    (ARD and Balloon Loans)	 	Remaining Stated Term (Fully
    Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers
on an asset level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document
is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and the Certificate Administrator has not independently confirmed the accuracy of such information.	 	 
	 	 	 	 
	 	(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) 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.	 	 
	 	 	 	 	 


 


    	 	Page 9 of 24



    	 



    




 


	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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	 	 	 	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	2	-	Amortization Change	 	 	 	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	 	 	 	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Combination	 	 	 	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	 	 		 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 10 of 24



    	 



    

 


	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15






	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 11 of 24



    	 



    

 





	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15


 




	 	 	 	 	 	 	 	 	 
	 	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



    	 



    


 





	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15


 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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	#	 	#	 	#	 	#	 	#	 	#	 	#	 	#	 	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 13 of 24



    	 



    


 





	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    





	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    





 





	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15






	 	 	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    


 





	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15






	 	 	 	 	 	 	 
	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



    	 



    


 





	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15







	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    


 


	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    



 





	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    


 





	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    


 





	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15







	 	 	 	 	 	 	 	 	 
	 	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



    	 



    

 






	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15







	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    	Page 23 of 24



    	 



    
 


	 	 	 	 
		COMM 2015-CCRE24 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-CCRE24	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:	9/14/15
	8480 Stagecoach Circle	Record Date:	8/31/15
	Frederick, MD 21701-4747	Determination Date:	9/8/15






	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    	Page 24 of 24



    	 



    

 


 


EXHIBIT L-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 – COMM 2015-CCRE24


 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to COMM 2015-CCRE24 Mortgage Trust 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 Publicly Offered 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 from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information 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.


 



    	L-1A-1



    	 



    




 


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, the Special Servicer, the Operating 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][Beneficial
Owner][Prospective Purchaser]
	 	 	 	 
	 	By:	 	 
	 	 	Title:	 
	 	 	Company:	 
	 	 	Phone:	 



 



    	L-1A-2



    	 



    

 



EXHIBIT
L-1B


 


Form
of Investor Certification for Non-Borrower PartY

(for the Controlling Class Representative and/or a Controlling Class Certificateholder)


 


[Date] 


 





	Wells
    Fargo Bank, National Association

            Commercial Mortgage Servicing

    MAC D1086

    550 South Tryon Street, 14th Floor

    Charlotte, North Carolina 28202

    Attention: COMM 2015-CCRE24 Asset Manager	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – COMM 2015-CCRE24
	 	 
	LNR
Partners, LLC 

        1601
Washington Avenue, Suite 700 

        Miami
Beach, Florida 33139 

        Attention:
        Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw

         
	Wilmington
    Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – COMM 2015-CCRE24
	Park
    Bridge Lender Services LLC

    c/o Park Bridge Financial LLC

    560 Lexington Avenue, 17th Floor

    New York, New York 10022

    Attention: COMM 2015-CCRE24-Surveillance Manager	 




 




		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM
                                         2015-CCRE24 Mortgage Trust 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].


 


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.


 






    	L-1B-1



    	 



    

  


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information 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, the Special Servicer, the Operating Advisor, the
Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.


 


6.          At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification
attached as Exhibit L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


 


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 in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


9.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall 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.]


 






    	L-1B-2



    	 



    

  


	 	 	 
	 	[The Controlling Class Representative][a Controlling
    Class Certificateholder]
	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 






    	L-1B-3



    	 



    

  


EXHIBIT
L-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 – COMM 2015-CCRE24


 


 


 


Wells
Fargo Bank, National Association

     Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: COMM 2015-CCRE24 Asset Manager


 


Re:        Pooling
and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2015-CCRE24 Mortgage Trust 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 Certificatholder.


 


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 from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information 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.


 






    	L-1C-1



    	 



    

  


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, the Special Servicer, the Operating 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 shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.] 


		 	 
	 	[Certificateholder][Beneficial
    Owner][Prospective Purchaser]
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 





    	L-1C-2



    	 



    




 


EXHIBIT
L-1D


 


Form
of Investor Certification for Borrower PartY

(for the Controlling Class Representative and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells
    Fargo Bank, National Association

          Commercial Mortgage Servicing

    MAC D1086

    550 South Tryon Street, 14th Floor

    Charlotte, North Carolina 28202

    Attention: COMM 2015-CCRE24 Asset Manager	 	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – COMM 2015-CCRE24
	 	 	 
	LNR
        Partners, LLC

1601
        Washington Avenue, Suite 700

Miami
        Beach, Florida 33139

Attention:
        Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw

	 	Wilmington Trust,
    National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – COMM 2015-CCRE24
	 	 	 
	Park
    Bridge Lender Services LLC

    c/o Park Bridge Financial LLC

    560 Lexington Avenue, 17th Floor

    New York, New York 10022

    Attention: COMM 2015-CCRE24-Surveillance Manager	 	 


 


		Re:	Pooling
and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2015-CCRE24 Mortgage Trust 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”)


 






    	L-1D-1



    	 



    

  


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.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information 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 o any such breach by the undersigned or any of its Representatives.


 


6.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide 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 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.


 






    	L-1D-2



    	 



    

 





8.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY
ITS CERTIFICATION HEREOF, the undersigned 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:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:


  






    	L-1D-3



    	 



    

  


EXHIBIT
L-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	Wells
    Fargo Bank, National Association

     Commercial Mortgage Servicing

    MAC D1086

    550 South Tryon Street, 14th Floor

    Charlotte, North Carolina 28202

    Attention: COMM 2015-CCRE24 Asset Manager	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – COMM 2015-CCRE24
	 	 
	LNR
        Partners, LLC

1601
        Washington Avenue, Suite 700

Miami
        Beach, Florida 33139

Attention:
        Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw

        	Wilmington
    Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – COMM 2015-CCRE24
	 	 
	Park
    Bridge Lender Services LLC

    c/o Park Bridge Financial LLC

    560 Lexington Avenue, 17th Floor

    New York, New York 10022

    Attention: COMM 2015-CCRE24-Surveillance Manager	 



 


		Re:	Pooling
and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2015-CCRE24 Mortgage Trust Commercial
Mortgage Pass-Through Certificates



 


THIS
NOTICE IDENTIFIES AN “EXCLUDED CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE COMM 2015-CCRE24 MORTGAGE TRUST COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.32 OF THE POOLING AND SERVICING
AGREEMENT.


 


In
accordance with Section 4.02(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.          The
undersigned is [the 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”):


 






    	L-1E-1



    	 



    

 


	Mortgage
    Loan Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.          The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit L-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the Excluded Controlling Class Mortgage Loans on
the Certificate Administrator’s website unless and until it has (i) delivered notice of the termination of the related Excluded
Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 4.02(b) of the Pooling
and Servicing Agreement.


 


4.          The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the Excluded Controlling Class Mortgage Loans listed in
Paragraph 2 above.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


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:


 






    	L-1E-2



    	 



    

  


EXHIBIT
L-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 – COMM 2015-CCRE24

                              cts.cmbs.bond.admin@wellsfargo.com

         

        with
        a copy to:

         

        Wells
Fargo Bank, National Association

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: COMM 2015-CCRE24 



 


		Re:	Pooling
and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2015-CCRE24 Mortgage Trust Commercial
Mortgage Pass-Through Certificates



 


In
accordance with Section 4.02(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs
you as follows:


 


1.          The
undersigned is the [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
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    	L-1F-1



    	 



    







  


3.          The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the COMM 2015-CCRE24 Mortgage Trust securitization should be revoked as to such users:


 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 		 










 


4.          The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
Excluded Controlling Class Mortgage Loans on the Certificate Administrator’s website unless and until it (i) is no longer
an Excluded Controlling Class Holder with respect to such Excluded Controlling Class 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
L-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 for

the users listed in Paragraph 3.


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 






    	L-1F-2



    	 



    

  





	Name:	 
	Title:	 






 






    	L-1F-3



    	 



    

  





EXHIBIT
L-1G 


Form
of Certification of the Controlling Class Representative


 


[Date]


 


	Wells Fargo Bank, National Association

          Commercial Mortgage Servicing

    MAC D1086

    550 South Tryon Street, 14th Floor

    Charlotte, North Carolina 28202

    Attention: COMM 2015-CCRE24 Asset Manager	Wells Fargo Bank, National
    Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services – COMM 2015-CCRE24
	 	 
	LNR
Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw
	Wilmington Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention: CMBS Trustee – COMM 2015-CCRE24
	 	 
	Park
Bridge Lender Services LLC
 c/o Park Bridge Financial LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022
 Attention: COMM 2015-CCRE24-Surveillance
Manager
	 


 


		Re:	Pooling
and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2015-CCRE24 Mortgage Trust Commercial
Mortgage Pass-Through Certificates



 


In
accordance with Section 3.29(a) of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned has been appointed to act as the Controlling Class Representative.


 


2.          The
undersigned is not a Borrower Party.


 


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 L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


 


4.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and


 






    	L-1G-1



    	 



    

  


Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


5.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY
ITS CERTIFICATION HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.] 





		 	 
	 	[The
Controlling Class Representative][a Controlling Class Certificateholder]
	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:


 






    	L-1G-2



    	 



    

  


EXHIBIT
L-2


 


FORM
OF FINANCIAL MARKET PUBLISHER CERTIFICATION


 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor.


 


In
connection with the COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the
“Pooling and Servicing Agreement”), entered into with respect to the above-referenced Certificates,
the undersigned hereby certifies and agrees as follows:


 


	1.	The
undersigned is an employee or agent of BlackRock Financial Management, Inc., Bloomberg Financial Markets, L.P., Thomson Reuters
Corporation, Intex Solutions, Inc., Trepp, LLC, Interactive Data Corporation or Markit LLC, a market data provider that has been
given access to the Distribution Date Statements, CREFC reports and supplemental notices delivered or made available pursuant
to Section 4.02 of the Pooling and Servicing Agreement to Privileged Persons on www.ctslink.com (the “Website”)
by request of the Depositor.



 


	2.	The
undersigned agrees that each time it accesses the Website, the undersigned is deemed to have recertified that the representation
above remains true and correct.



 


	3.	Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the agreement pursuant to which the Certificates
were issued.



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 



    	L-2-1



    	 



    

 


EXHIBIT
M


 


FORM
OF NOTIFICATION FROM CUSTODIAN


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	Pooling
and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2015-CCRE24 Mortgage Trust Commercial
Mortgage Pass-Through Certificates



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby notifies you that,
based upon the review required under the Pooling and Servicing Agreement, the Mortgage File for each Mortgage
Loan set forth on the attached defect schedule contains a document or documents which
(i) has not been executed or received, (ii) has not been recorded or filed (if required), (iii) is unrelated to the Mortgage Loans
identified in the Mortgage Loan Schedule, (iv) appears not to be what they purport to be or has been torn in any materially adverse
manner or (v) is mutilated or otherwise defaced, in each case as more fully described on the attached defect schedule.


 


The
Custodian has no responsibility to determine, and expresses no opinion with respect thereto, whether any document or opinion is
legal, valid, binding or enforceable, whether the text of any assignment or endorsement is in proper or recordable form (except,
if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance
with the requirements of any applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction,
or whether any Person executing any document or rendering any opinion is authorized to do so or whether any signature thereon
is genuine.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement. 


		 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:




 






    	M-1



    	 



    

 


SCHEDULE
A

TO

FORM OF NOTIFICATION FROM CUSTODIAN


 


Deutsche
Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


Park
Bridge Lender Services LLC

c/o Park Bridge Financial LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022

Attention: COMM 2015-CCRE24-Surveillance Manager 


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – COMM 2015-CCRE24


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – COMM 2015-CCRE24

Email: cmbstrustee@wilmingtontrust.com


 


Wells
Fargo Bank, National Association

     Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: COMM 2015-CCRE24 Asset Manager


 


LNR
Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw


 


To the
applicable Mortgage Loan Seller:


 


German
American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 






    	M-2



    	 



    

   


Cantor
Commercial Real Estate Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Anthony Orso


 


with
an electronic copy to:


 


Cantor
Commercial Real Estate Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department

E-mail: legal@ccre.com


 


Ladder
Capital Finance LLC

345 Park Avenue, 8th Floor

New York, New York 10154

Attention: Pamela McCormack

E-mail: pamela.mccormack@laddercapital.com


 


with
electronic copies to:


 


Robert
Perelman

Email: robert.perelman@laddercapital.com and

David Traitel

Email: david.traitel@laddercapital.com


 


Pillar
Funding LLC

330 Madison Avenue

New York, New York 10017

Attention: James Shiles

Email: james.shiles@guggenheimpartners.com


 


with
a copy to:


 


Pillar
Funding LLC

330 Madison Avenue

New York, New York 10017

Attention: General Counsel

Email: paul.sherrington@pillarfinance.com


 






    	M-3



    	 



    

 


 DEFECT
SCHEDULE

TO FORM OF NOTIFICATION FROM CUSTODIAN 


 






    	M-4



    	 



    

 





EXHIBIT
N-1


 


FORM
OF CLOSING DATE CUSTODIAN CERTIFICATION



[Date]


 


[                ]

[                ]

[                ]

Attention: [                ]


 


		Re:	Pooling
and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2015-CCRE24 Mortgage Trust Commercial
Mortgage Pass-Through Certificates



 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, the Custodian hereby certifies that, with respect to each
Mortgage Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, (a) the Custodian has in its possession the
documents specified in clause (i) of the definition of “Mortgage File”, (b) the foregoing documents delivered or caused
to be delivered by the Mortgage Loan Sellers as described in clause (a) above have been reviewed by it or by a Custodian on its
behalf and appear regular on their face, appear to be executed and purports to relate to such Mortgage Loan, except as identified
on the schedule attached hereto, and (c) each of the documents specified in Section 2.01(a)(ii), 2.01(a)(vii), 2.01(a)(xi) and
2.01(a)(xix) of the Pooling and Servicing Agreement have been received, have been executed, appear to be what they purport to
be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise
defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Pooling and Servicing Agreement.





		 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 
	 	By:	/s/ Stacey Gross
	 		Name: Stacey Groos
	 	 	Title: Vice President


 






    	N-1-1



    	 



    

  


SCHEDULE
A 

TO CLOSING DATE CUSTODIAN CERTIFICATION


 


MORTGAGE
LOAN SCHEDULE


 






    	N-1-2



    	 



    




 


EXHIBIT
N-2


 


FORM
OF POST-CLOSING CUSTODIAN CERTIFICATION


 


[Date]


 


[                ]

[                ]

[                ]

Attention: [                ]


   


		Re:	Pooling
and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2015-CCRE24 Mortgage Trust Commercial
Mortgage Pass-Through Certificates



 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, the Custodian hereby certifies, subject to the terms of the
Pooling and Servicing Agreement, that, with respect to each Mortgage Loan listed on the Mortgage Loan Schedule attached hereto
as Schedule A, all documents (other than documents referred to in clauses (xix) and (xx) of Section 2.01(a) of the Pooling and
Servicing Agreement and the documents referred to in clauses (iii), (v)(B) and (viii)(B) of Section 2.01(a) of the Pooling and
Servicing Agreement and the assignments of financing statements referred to in clause (xiii) of Section 2.01(a) of the Pooling
and Servicing Agreement) referred to in Section 2.01(a) of the Pooling and Servicing Agreement (in the case of the documents referred
to in Section 2.01(a)(iv), (vi), (viii), (ix), (x), (xii) through (xvi) and (xviii) through (xx) of the Pooling and Servicing
Agreement, as identified to it in writing by the related Mortgage Loan Seller) and any original recorded documents included in
the delivery of a Mortgage File have been received, have been executed, appear to be what they purport to be, purport to be recorded
or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such
documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, in each case, except as set forth on the attached
schedule hereto.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Pooling and Servicing Agreement. 





		 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 
	 	By: 	
	 	 	Corporate Trust Officer 




	 	 	Name:
	 	 	Title:


 






    	N-2-1



    	 



    

 





SCHEDULE
A 

TO POST-CLOSING CUSTODIAN CERTIFICATION


 


MORTGAGE
LOAN SCHEDULE


 






    	N-2-2



    	 



    

 


EXHIBIT
O


 


FORM
OF TRUSTEE BACKUP CERTIFICATION


 


COMM
2015-CCRE24 Mortgage Trust (The “Trust”)


 


The
undersigned, __________, a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION,
as trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of August 1, 2015
(the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation,
as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge
Lender Services LLC, as operating advisor, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “Certificate Administrator”), paying agent
and custodian, certifies to [ ], Deutsche Mortgage & Asset Receiving Corporation and its officers, directors and affiliates,
to the extent that the following information is within the Trustee’s normal area of responsibilities and duties under the
Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:


 


	1.	I
am responsible for reviewing the activities performed by the Trustee and based on my knowledge and the compliance reviews conducted
in preparing the Trustee compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and
except as disclosed to the Certificate Administrator and to the Depositor, the Trustee has fulfilled its obligations in all material
respects under the Pooling and Servicing Agreement; and



 


	2.	The
report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in
accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to
the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described
in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on
Form 10-K.



 






    	O-1



    	 



    

  


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 








	Date:	 	 



    





	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION
	 	 
	 	By: 	
	 	 	Name:
	 	 	Title:


 






    	O-2



    	 



    

 








EXHIBIT
P


 


FORM
OF CUSTODIAN BACKUP CERTIFICATION


 


COMM
2015-CCRE24 Mortgage Trust (the “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as custodian (in such capacity, the “Custodian”), under that certain Pooling and Servicing Agreement, dated
as of August 1, 2015 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage &
Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special
servicer, Park Bridge Lender Services LLC, as operating advisor, Wilmington Trust, National Association, as trustee, and Wells
Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, certifies to [ ], Deutsche Mortgage & Asset Receiving Corporation and its officers, directors
and affiliates, to the extent that the following information is within the Custodian’s normal area of responsibilities and
duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I
am responsible for reviewing the activities performed by the Custodian and based on my knowledge and the compliance reviews conducted
in preparing the Custodian compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and
except as disclosed to the Certificate Administrator and to the Depositor, the Custodian has fulfilled its obligations in all
material respects under the Pooling and Servicing Agreement; and



 


		2.	The
report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect
to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment
of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant
Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described
in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on
Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.



 






    	P-1



    	 



    

  





	Date: 	 	 





 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


      



    	P-2



    	 



    

 



EXHIBIT Q


 


FORM OF CERTIFICATE ADMINISTRATOR BACKUP
CERTIFICATION


 


COMM 2015-CCRE24 Mortgage Trust (The
“Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator,
(in such capacity, the “Certificate Administrator”), paying agent and custodian, under that certain Pooling
and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), entered into between
Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), Wells Fargo Bank, National
Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer
(the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor, Wilmington Trust, National
Association, as trustee (the “Trustee”), and Wells Fargo Bank, National Association, as certificate administrator,
paying agent and custodian, certifies to [       ], Deutsche Mortgage & Asset Receiving
Corporation and its officers, directors and affiliates, to the extent that the following information is within the Certificate
Administrator’s normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge
and intent that they will rely upon this certification, that:


 


		1.	I have reviewed the annual report on Form 10-K for the fiscal year [20___] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by
the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;



 


		2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Annual Report;



 


		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



 


		4.	I am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate
Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing
Agreement; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the
Certificate Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required
to be included in the annual report on Form 10-K for the 



 






    	Q-1



    	 



    

 


Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.


 


In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the Master Servicer, the Special Servicer, the Depositor and the Trustee.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 





	Date:	 	 







	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 



    	Q-2



    	 



    




  


EXHIBIT R


 


FORM OF MASTER SERVICER BACKUP CERTIFICATION


 


COMM
2015-CCRE24 Mortgage Trust (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as master servicer (in such
capacity, the “Master Servicer”) under that certain Pooling and Servicing Agreement, dated as of August 1, 2015
(the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation,
as depositor, the Master Servicer, LNR Partners, LLC, as special servicer (the “Special Servicer”), Park
Bridge Lender Services LLC, as operating advisor, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “Certificate Administrator”), paying agent
and custodian, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the
Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by the Special Servicer, [each applicable Other
Servicer and each applicable Other Special Servicer] in the backup certificate[s] delivered by the Special Servicer, [each applicable
Other Servicer and each applicable Other Special Servicer] relating to the Relevant Period, all servicing information and all reports
required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.13(a) and 3.13(c) of the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports
on Form 10-D or Form 8-K (the “Servicer Reports”) have been submitted by the Master Servicer to the Certificate
Administrator for inclusion in these reports;



 


		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special
Servicer, [each applicable Other Servicer and each applicable Other Special Servicer] in the backup certificate[s] delivered by
the Special Servicer, [each applicable Other Servicer and each applicable Other Special Servicer] relating to the Relevant Period,
the master servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by these reports;



 


		3.	I am, or a servicing officer under my supervision is, responsible for reviewing the activities
performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of
Regulation AB with respect to the Master Servicer, and except as disclosed in the compliance certificate delivered by the Master
Servicer under Section 



 






    	R-1



    	 



    

 


10.11 of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the
Pooling and Servicing Agreement in all material respects in the year to which such report applies;


 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Master Servicer
for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer
and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in
the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



 


In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of servicer, sub-servicer, co-servicer, Other Servicer, Other Special Servicer or Other Trustee not retained by the master
servicer giving certification] and, notwithstanding the foregoing certifications, neither I nor Master Servicer makes any certification
under the foregoing clauses (2) and (3) with respect to the information in the Servicing Reports that is in turn dependent upon
information provided by the Special Servicer under the Pooling and Servicing Agreement or by any Other Servicer, Other Special
Servicer or Other Trustee.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.





 



    	R-2



    	 



    




  





	Date:	 	 







	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







  



    	R-3



    	 



    









 


EXHIBIT S


 


FORM OF SPECIAL SERVICER BACKUP CERTIFICATION


 


COMM 2015-CCRE24 Mortgage Trust (the
“Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of LNR Partners, LLC,
as special servicer (the “Special Servicer”) under that certain Pooling and Servicing Agreement dated as of
August 1, 2015 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving
Corporation, as depositor, Park Bridge Lender Services LLC, as operating advisor, Wilmington Trust, National Association,
as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”) and the Special Servicer, on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for
Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to
the period ending [December 31, 20__] (the “Relevant Period”), all servicing information and all required reports
required to be submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant
Period and inclusion in all reports on Form 10-D or Form 8-K (the “Special Servicer Reports”) have been submitted
by the Special Servicer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for
inclusion in these reports;



 


		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made therein, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by these reports;



 


		3.	I am, or an officer under my supervision
is, responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement
and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required
in this report under Item 1123 of Regulation AB with respect to the Special Servicer, and except as disclosed in the compliance
certificate delivered by the Special Servicer under Section 10.11 of the Pooling and Servicing Agreement, the Special Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such report
applies;



 


		4.	The accountants that are to deliver the
annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Special Servicer
with respect to the Trust’s fiscal year _____ have been provided all information relating to the Special Servicer assessment
of compliance with the Relevant Servicing Criteria, in order 



 






    	S-1



    	 



    

  


to enable them to conduct a review in compliance with the standards
for attestation engagements issued or adopted by the PCAOB; and


 


		5.	The report on assessment of compliance with servicing criteria applicable to the Special Servicer
for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special
Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 

	Date:	 	 







	 	 	 
	 	LNR PARTNERS, LLC
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



  



    	S-2



    	 



    







  





EXHIBIT T


 


MORTGAGE LOAN SELLER SUB-SERVICERS 


 


	Sub-Servicer Name	Mortgage Loan(s)
	Bernard Financial Corporation (Cashiering)	
        Carriage House Apartments 

        Wickshire Apartments 

        McMullen Portfolio 

	NorthMarq Capital, LLC (Cashiering)	34 Marketplace
	Berkeley Point Capital LLC (Cashiering)	Eden Roc
	Berkeley Point Capital LLC (Non-Cashiering)	
        ART Multi-State Portfolio I 

        Vero Beach Outlets 

        LG&E Center 

        Las Palmas Village 

        Cypress Point Shopping Center 

        Bemidji Multifamily 

        Addison House 

        CVS & BBT Margate 

        Tarponaire Mobile Resort 

        Extra Space Storage 

        StoreSmart Spring Hill 

        Atrium Villa Apartments 

        Easy Street Apartments 

        Great American Office Plaza 

        Sprint Oviedo 

        Georgetown Self Storage 

        Equinox West LA 

        Carefree Natomas Apartments 

        Boudin at the Wharf 

	Holliday Fenoglio Fowler, L.P. (Non-Cashiering)	Merced Estates MHC
	TRP, Inc. d/b/a George Elkins Mortgage Banking Company (Non-Cashiering)	
        AVCO Center 

        Westway Industrial 

	Barry Slatt Mortgage Company (Non-Cashiering)	Grandview Center





  



    	T-1



    	 



    




 


EXHIBIT U


 


MORTGAGE LOANS WITH EARNOUT/HOLDBACK
PROVISIONS




 


1)      
Westway Industrial


 


2)      
Motor Lofts & Locust Street Lofts


 



    	U-1



    	 



    




  





EXHIBIT V


 


FORM OF NRSRO CERTIFICATION


 


[Date]




 


Wells Fargo Bank, National
Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – COMM 2015-CCRE24


 








		Re:	COMM
2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates









 


In accordance with the
Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Agreement”), entered into and executed in
connection with the above-referenced transaction, with respect to the certificates issued thereunder (the “Certificates”),
the undersigned hereby certifies as follows:


 





1.            (a)
          The undersigned is a Rating Agency; or


 


(b)           The
undersigned is a nationally recognized statistical rating organization and 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 Agreement to certain information (the “Information”) on such 17g-5 website
pursuant to the provisions of the 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 as provided by Wells Fargo Bank, National Association, as the 17g-5 Information Provider, 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 after
the Closing Date.


 


2.            The
undersigned either (a) has not accessed information pursuant to Rule 17g–5(a)(3) ten (10) or more times during the most recently
ended calendar year, or (b) has determined and maintained credit ratings for at least 10% of the issued securities and money market
instruments for which it accessed information pursuant to Rule 17g–5(a)(3)(iii) in the calendar year prior to the year covered
by the SEC Certification, if it accessed such information for 10 or more issued securities or money market instruments.


 






    	V-1



    	 



    




 


3.             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.


  


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    	V-2



    	 



    




 





EXHIBIT W-1


 


FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Deutsche Mortgage &
Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


		Re:	Deutsche Mortgage & Asset Receiving Corporation, COMM 2015-CCRE24 Mortgage Trust Commercial
Mortgage Pass-Through 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 August 1, 2015 (the “Pooling and Servicing Agreement”), entered into and executed with respect to
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 Depositor,
that:


 





1.            The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Mortgage Loans for which _________________
is the Master Servicer (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.


 



    	W-1-1



    	 



    









  





	 	 	 
	 	Very truly yours,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







  



    	W-1-2



    	 



    




 





EXHIBIT W-2


 


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Deutsche Mortgage &
Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


Wells Fargo Bank, National Association

         Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: COMM 2015-CCRE24 Asset Manager


 


		Re:	Deutsche Mortgage & Asset Receiving Corporation,
COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through 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 August 1, 2015 (the “Pooling
and Servicing Agreement”), entered into and executed with respect to 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 with respect to the Mortgage Loans as to which __________________
is the applicable Master Servicer (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 W-1 to the Pooling and Servicing Agreement, and


 






    	W-2-1



    	 



    

 


(B) each of the Master Servicer and the Depositor have received a certificate
from the prospective transferee substantially in the form attached as Exhibit W-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 3.12 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


 






    	W-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 3.12(a) 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:







 



    	W-2-3



    	 



    




  





EXHIBIT X


 


FORM OF OPERATING ADVISOR ANNUAL REPORT  


 


Report
Date: Report will be delivered annually no later than [INSERT DATE].

Transaction: Deutsche Mortgage & Asset Receiving Corporation, COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through
Certificates

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: LNR Partners, LLC

Controlling Class Representative: LNR Securities Holdings, LLC






 


I. Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling and Servicing
Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association,
as master servicer, LNR Partners, LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank,
National Association, as certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating
advisor, as well as the items listed below, the Operating Advisor has undertaken a limited review of the Special Servicer’s
operational activities in light of the Servicing Standard and the requirements of the Pooling and Servicing Agreement with respect
to the resolution and/or liquidation of the Specially Serviced Loans and provides this Operating Advisor Annual Report.


 


No information or any
other content included in this Operating Advisor Annual Report contravenes any provision of the Pooling and Servicing Agreement.
This Operating Advisor Annual Report sets forth the Operating 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 and liquidation of Specially Serviced Loans during the prior calendar year.


 


Subject to the restrictions
in the Pooling and Servicing Agreement, this Operating 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 Loans 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 Operating Advisor:


 


		1.	Reviewed any annual compliance statement delivered to the Operating Advisor pursuant to Section
10.11 the Pooling and Servicing Agreement and the following issues were noted therein: [ ]



 


Operating Advisor Actions:


 






    	X-1



    	 



    

 


		2.	Reviewed any annual independent public accountants’ servicing report delivered to the Operating
Advisor pursuant to Section 10.13 of the Pooling and Servicing Agreement and the following issues were noted therein: [ ]



 


Operating Advisor Actions:


 


		3.	Reviewed any [Final] Asset Status Report and other information or communications delivered to the
Operating Advisor and the following issues were noted therein: [ ]



 


Operating Advisor Actions:


 


Based on such review
and/or consultation with the Special Servicer and performance of the other obligations of the Operating Advisor under the Pooling
and Servicing Agreement, the Operating Advisor [does, does not] believe there are material violations of the Special Servicer’s
compliance with its obligations under the Pooling and Servicing Agreement.


 


Terms used but not
defined herein have the meaning set forth in the Pooling and Servicing Agreement as described herein. 





	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC
	 	 
	 	By:	Park Bridge Advisors LLC Its Sole Member
	 	 	 
	 	 	By:	Park Bridge Financial LLC Its Sole Member
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:







 






    	X-2



    	 



    

  





EXHIBIT Y


 


FORM OF SARBANES-OXLEY CERTIFICATION


 


COMM
2015-CCRE24 Mortgage Trust (the “Trust”)


 


I, [identify the 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 the Trust (the ‘Exchange Act periodic reports”);


 


2.          Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


 


3.          Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;


 


4.          Based
on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in
all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except
as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.


 






    	Y-1



    	 



    







 





In giving the certifications above, I have
reasonably relied on information provided to me by the following unaffiliated parties: Wells Fargo Bank, National Association,
LNR Partners, LLC, Park Bridge Lender Services LLC, Wilmington Trust, National Association and [list any sub-servicers].


 





	Date:	 	 







	 	 	 
	 	DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







  



    	Y-2



    	 



    







 






EXHIBIT Z


 


ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO (410) 715-2380 AND VIA
EMAIL TO cts.sec.notifications@wellsfargo.com AND [_____] AND VIA OVERNIGHT MAIL TO THE ADDRESSES IMMEDIATELY BELOW**





 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – COMM 2015-CCRE24






 


Deutsche Mortgage & Asset Receiving Corporation,

as Depositor

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


		Re:	**Additional Form [10-D][10-K][8-K]
Disclosure Required **



 


Ladies and Gentlemen:


 


In
accordance with Section [10.06][10.07][10.09] of the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling
and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor, Wilmington
Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”), paying agent and custodian, 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:


 






    	Z-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:







 









    	Z-2



    	 



    




 





EXHIBIT AA


 


FORM OF SUB-SERVICER BACKUP CERTIFICATION


 


COMM
2015-CCRE24 Mortgage Trust (the “Trust”)


 


As
contemplated by Section 10.08 of that certain Pooling and Servicing Agreement dated as of August 1, 2015 (the “Pooling
and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor, Wilmington
Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator (in such
capacity, the “Certificate Administrator”), paying agent and custodian, [identify the certifying individual],
a                     
of                     ,
a                     
[corporation] (the “Sub-Servicer”) as Sub-Servicer in connection with the sub-servicing of one or more Mortgage
Loans and/or Serviced Companion Loan under the Pooling and Servicing Agreement, on behalf of the Sub-Servicer, certify to [Name
of Each Certifying Person for Sarbanes-Oxley Certification], the Depositor, the Master Servicer and their officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I have reviewed the Servicer Reports and Sub-Servicer Reports (each as defined below) relating
to the Mortgage Loans and/or Serviced Companion Loan delivered by the Sub-Servicer to the Master Servicer, pursuant to the Sub-Servicing
Agreement dated [___________], 20[__] by and between the Sub-Servicer and the Master Servicer (the “Sub-Servicing Agreement”);



 


		2.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all reports required to be submitted by the Sub-Servicer to the Certificate Administrator
pursuant to the Pooling and Servicing Agreement (the “Servicer Reports”) for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Sub-Servicer
to the Certificate Administrator for inclusion in these reports;



 


		3.	Based on my knowledge, with respect to the Relevant Period, all servicing information and all reports
required to be submitted by the Sub-Servicer to the Master Servicer pursuant to the Sub-Servicing Agreement (the “Sub-Servicer
Reports”) have been submitted by the Sub-Servicer to the Master Servicer;



 


		4.	Based on my knowledge, the sub-servicer information contained in the Servicer Reports and Sub-Servicer
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by these reports;



 


		5.	Based upon my knowledge and the annual compliance review performed as required under Section [__]
of the Sub-Servicing Agreement, and except as disclosed in the 



 






    	AA-1



    	 



    

 


compliance certificate delivered pursuant to Section [__] of the
Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material respects;


 


		6.	[I am, or a servicing officer under my supervision is, responsible for reviewing the activities
performed by the Sub-Servicer under the Sub-Servicing Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements for inclusion on Form 10-K pursuant Item 1123 of Regulation AB
with respect to the Sub-Servicer, and except as disclosed in the compliance certificate delivered by the Sub-Servicer under Section
[__] of the Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material
respects in the year which such report applies];



 


		7.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Sub-Servicer with respect to the Trust’s fiscal year _____ have been provided
all information relating to the Sub-Servicer’s assessment of compliance with the Relevant Servicing Criteria, in order to
enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and



 


		8.	The report on assessment of compliance with servicing criteria applicable to the Sub-Servicer for
asset-backed securities with respect to the Sub-Servicer or any Servicing Function Participant retained by the Sub-Servicer and
related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the
annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



 


Capitalized terms used but not defined herein have the meanings
set forth in the Sub-Servicing Agreement, or if not defined in the Sub-Servicing Agreement, then the meanings set forth in the
Pooling and Servicing Agreement. 


 





	Date:	 	 












	 	 	 
	 	[INSERT
    NAME OF SUB-SERVICER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 



    	AA-2



    	 



    















 





EXHIBIT BB


 


FORM OF OPERATING ADVISOR BACKUP CERTIFICATION


 


COMM 2015-CCRE24 Mortgage Trust (the
“Trust”)


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, Trustee
or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Operating Advisor Reports”)
have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the operating advisor information contained in the Operating Advisor Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by these reports;



 


		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have
been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria,
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 


		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor
for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating
Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on Form 10-K.



 






    	BB-1



    	 



    

  


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 





	Date:	 	 










	 	 	 	 
	 	PARK BRIDGE LENDER
    SERVICES LLC
	 	 
	 	By:	Park Bridge Advisors
    LLC Its Sole Member
	 	 	 
	 	 	By:	Park Bridge Financial LLC Its Sole
    Member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 



    	BB-2



    	 



    







 




EXHIBIT CC-1 


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER 


 


RECORDING REQUESTED BY: 


 


Wells Fargo Bank, National Association 


     Commercial Mortgage Servicing 


MAC D1086 


550 South Tryon Street, 14th Floor 


Charlotte, North Carolina 28202 


Attention: COMM 2015-CCRE24 Asset Manager


 





	SPACE ABOVE THIS LINE FOR RECORDER’S USE







  


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National
Association, a national banking association, incorporated and existing under the laws of the United States, having its usual place
of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”) pursuant to
that Pooling and Servicing Agreement dated as of August 1, 2015 (the “Agreement”) entered into between
Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), Wells Fargo Bank, National
Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer,
Park Bridge Lender Services LLC, as operating advisor, Wells Fargo Bank, National Association, as certificate administrator, paying
agent and custodian, and Wilmington Trust, National Association, as Trustee, relating to the COMM 2015-CCRE24 Mortgage Trust Commercial
Mortgage Pass Through Certificates, and the Trustee hereby constitutes and appoints the Master Servicer, by and through the Master
Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and
for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Master
Servicer and all properties (“Properties”) administered by the Master Servicer pursuant to the Agreement, to execute
and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate
the enumerated transactions described in items 1 through 12 below with respect to the Mortgage Loans and Properties; provided however,
that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required
or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in
the Agreement.


  


		1.	The endorsement on behalf
of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and draw upon, replace, substitute,
release or amend letters of credit standing as collateral securing any Mortgage Loan.



 




    	CC-1-1



    	 



    

  


		2.	The modification or re-recording
of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose of correcting the Mortgage or
deed of trust to conform same to the original intent of the parties thereto or to correct title errors discovered after such title
insurance was issued; provided that (i) said modification or re-recording, in either instance, does not adversely affect the lien
of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



 


		3.	The subordination of the
lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government agency or unit with powers
of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases, partial reconveyances
or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of the properties
to the mortgage insurer, or the closing of the title to the property to be acquired as real estate owned, or conveyance of title
to real estate owned.



 


		5.	The completion of loan assumption
agreements.



 


		6.	The full satisfaction/release
of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation,
cancellation of the related Mortgage Note.



 


		7.	The assignment of any Mortgage
or deed of trust and the related Mortgage Note, in connection with the repurchase of the mortgage loan secured and evidenced thereby.



 


		8.	The full assignment of a
Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing thereof,
including, without limitation, the assignment of the related Mortgage Note.



 


		9.	The full enforcement of
and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and in the proceeds thereof,
by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial
or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution
and completion of eviction actions or proceedings with respect to, or the termination, cancellation or rescission of any such
eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including,
without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s)
serving under a deed of trust, in accordance with state law and the deed of trust;



 


		b.	the preparation and issuance
of statements of breach or non-performance;



 


		c.	the preparation and filing
of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission
of notices of default and/or notices of sale;



 






    	CC-1-2



    	 



    

 


		e.	the taking of deed in
lieu of foreclosure; 



 


		f.	the filing, prosecution
and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes, Mortgages or deeds
of trust; 



 


		g.	the preparation and
service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;



 


		h.	the tendering, filing,
prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited to appearing
on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and
execution of such other documents and performance of such other actions as may be necessary under the terms of the Mortgage, deed
of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


	10.	With respect to the
sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution of
the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit
claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;



 


		d.	escrow instructions;
and



 


		e.	any and all documents
necessary to effect the transfer of property.



  


	11.	The modification or
amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement of personal property.



  


	12.	The execution and delivery
of the following:



  


		a.	any and all financing
statements, continuation statements and other documents or instruments necessary to maintain the lien created by the Mortgage,
deed of trust or other security document in the related Mortgage File or the related Mortgaged Property and other related collateral;



 


		b.	any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and all other comparable
instruments; and



 


		c.	any and all assumptions,
modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any
subordinate financings to be secured by any related Mortgaged Property, consents to



 






    	CC-1-3



    	 



    




 


			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 or otherwise, documents relating to the management, operation,
                                                                                maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements and requests by any
                                                                                borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the
                                                                                replacement of asset managers), documents exercising any or all of the rights, powers and privileges granted or provided to
                                                                                the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and
                                                                                attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable
                                                                                servitudes, or land use or zoning requirements with respect to the Mortgaged Properties, instruments relating to the custody
                                                                                of any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.



  


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


  


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


  


Solely to the extent that the Master Servicer has the power
to delegate its rights or obligations under the Agreement, the Master Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority than that held by the Master Servicer.


  


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Master Servicer
receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Master Servicer
shall promptly forward a copy of same to the Trustee.


  


This limited power of attorney is not intended to extend the
powers granted to the Master Servicer under the Agreement or to allow the Master Servicer to take any action with respect to Mortgages,
deeds of trust or Mortgage Notes not authorized by the Agreement.


 



    	CC-1-4



    	 



    




 


The Master Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason
or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Master Servicer. The foregoing
indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal
of the Trustee under the Agreement.


  


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


  


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


  


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for COMM 2015-CCRE24 has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


  


Wilmington Trust, National Association, 


as Trustee for COMM 2015-CCRE24 





	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	Prepared by:	 	 	 	 
	 	 	 	 	 
	 	 	 	Name:	 
	 	 	 	 	 
	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 







 



    	CC-1-5



    	 



    







 


State of Delaware} 


County of }


 


On ________________________, before me,
_________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis
of


satisfactory evidence to be the person
whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity
and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.


  


I certify under PENALTY OF PERJURY under the laws of the State
of Delaware that the foregoing paragraph is true and correct. 


Witness my hand and official seal.


  





	Notary signature	 







 






    	CC-1-6



    	 



    

  





EXHIBIT CC-2 


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER 


 


RECORDING REQUESTED BY: 


 


LNR Partners, LLC 


1601 Washington Avenue, Suite 700 


Miami Beach, Florida 33139 


Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and
Job Warshaw


 





	SPACE ABOVE THIS LINE FOR RECORDER’S USE












 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington Trust, National
Association, a national banking association, incorporated and existing under the laws of the United States, having its usual place
of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”) pursuant to
that Pooling and Servicing Agreement dated as of August 1, 2015 (the “Agreement”) entered into between
Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), Wells Fargo Bank, National
Association, as master servicer, LNR Partners, LLC, as special servicer (the “Special Servicer”), Park Bridge
Lender Services LLC, as operating advisor, Wells Fargo Bank, National Association, as certificate administrator, paying agent and
custodian, and Wilmington Trust, National Association, as Trustee, relating to the COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage
Pass Through Certificates, 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 (the “Mortgage Loans”) serviced
by the Special Servicer and all properties (“REO Properties”) administered by the Special Servicer pursuant
to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate to effectuate the enumerated transactions described in items 1 through 13 below with respect to the Mortgage Loans
and REO Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact
if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein
have the meanings set forth in the Agreement.


   


		1.	The endorsement on behalf
of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and to draw upon, replace,
substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification or re-recording
of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose of correcting such Mortgage
or deed of trust to conform



 






    	CC-2-1



    	 



    

 


			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.



 


		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;



 






    	CC-2-2



    	 



    

  



 


		d.	the cancellation/rescission
of notices of default and/or notices of sale;



 


		e.	the filing, prosecution
and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any Mortgage or the related
promissory note; 



 


		f.	the preparation and
service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;



 


		g.	the tendering, filing,
prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited to appearing
on behalf of the Trustee in quiet title actions;



  


		h.	the creation of a wholly-owned
entity of the Trust for purposes of holding foreclosed property; and



 


		i.	the preparation and
execution of such other documents and the performance of such other actions as may be necessary under the terms of the Mortgage
or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



  


	10.	With respect to the
sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution of
the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit
claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;





 


		d.	escrow instructions;
and



 


		e.	any and all documents
necessary to effect the transfer of property.



 


	11.	The modification or
amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of personal property.



 


	12.	Execute and/or file
such documents and take such other action as is proper and necessary to defend the Trustee, solely in its capacity as Trustee,
in litigation and to resolve such litigation, provided that such resolution shall not include any admission of fault or wrongdoing
by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.



 


	13.	The execution and delivery
of the following:



 


		a.	any and all financing
statements, continuation statements and other documents or instruments necessary to maintain the lien created by the Mortgage
or other security



 






    	CC-2-3



    	 



    

 


			document in the related Mortgage
File or the related Mortgaged Property and other related collateral;



 


		b.	any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and all other comparable
instruments;



 


		c.	any and all assumptions,
modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any
subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to be secured by the
ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation
awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating to the management,
operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including agreements and requests by
any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement
of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges granted or provided
to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment
agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions, restrictions,
equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties, instruments
relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents; and



  


		d.	any and all documents,
instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s duties and responsibilities
under the Agreement.



  


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


  


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


  


Solely to the extent that the Special Servicer has the power
to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the Special Servicer.


 






    	CC-2-4



    	 



    

 


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein or in the Agreement.
If the Special Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association,
then the Special Servicer shall promptly forward a copy of same to the Trustee.


  


This limited power of attorney is not intended to extend or
limit the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect
to Mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


  


The Special Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the
Trustee by reason or result of or in connection with the negligent use, or negligent or willful misuse, of this Limited Power of
Attorney by the Special Servicer, or its attorneys-in-fact, of the powers granted to it hereunder. The foregoing indemnity shall
survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee
under the Agreement.


  


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


  


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for COMM 2015-CCRE24 has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


   


Wilmington Trust, National Association, 


as Trustee for COMM 2015-CCRE24 





	 	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	Name:  	 
	 	 	 	Title:	 
	 	 	 	 	 
	Prepared by:	 	 		 
	 	 	 	Name:	 
	Witness:	 	 	 	 
	 	 	 	 	 	 







 






    	CC-2-5



    	 



    

 





	Witness:	 	 	 	 	 
	 	 	 	 	 	 







 






    	CC-2-6



    	 



    

  


State of Delaware} 


County of } 


On ________________________, before me,
_________________________________Notary Public, personally appeared ___________________________, who proved to me on the basis
of


satisfactory evidence to be the person
whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity
and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument. 


  


I certify under PENALTY OF PERJURY under the laws of the State
of Delaware that the foregoing paragraph is true and correct. 


Witness my hand and official seal.


 





	Notary signature	 







 



    	CC-2-7



    	 



    




 


EXHIBIT DD


 


FORM OF NON-SERVICED MORTGAGE LOAN NOTIFICATION


  


[Other Servicer]


[ADDRESS]


 


[Other Special Servicer]


[ADDRESS]


 


[Other Trustee]


[ADDRESS]


 


The trust fund formed in
connection with the issuance of the COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Trust
Fund”) is the Note [__] Holder, as such term is defined under the Agreement between Noteholders, dated as of [__], between
[__], as each of the [__] Holder and the [__] Holder (the “[__] Intercreditor Agreement”). In connection with
the deposit of the Note [__] of the [__] Loan Combination into the Trust Fund, attached is an executed copy of the related pooling
and servicing agreement (the “Pooling and Servicing Agreement”). This Notice is being delivered to you pursuant
to Section 3.27(f) of the Pooling and Servicing Agreement. Capitalized terms used but not defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement or, if not defined therein, in the [__] Intercreditor Agreement.
Contact information for the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Directing Holder
and the Rating Agencies are as set forth on Schedule I attached here.


 


The [__] Loan Combination
is being serviced pursuant to the terms of a pooling and servicing agreement dated [_], between [__], as depositor, [__], as master
servicer, [__], as special servicer, [__], as operating advisor, and [__], as certificate administrator and trustee (the “Other
Pooling and Servicing Agreement”). Wells Fargo Bank, National Association, as certificate administrator for the registered
holders of the Trust Fund, hereby directs the applicable parties to the Other Pooling and Servicing Agreement as follows:


 


(i)          [__],
as master servicer under the Other Pooling and Servicing Agreement, shall remit no later than one (1) Business Day after the Determination
Date all amounts payable in accordance with the [__] Intercreditor Agreement and the Other Pooling and Servicing Agreement due
to the Note [__] Holder of the [__] Loan Combination on such days as specified in the Other Pooling and Servicing Agreement to
[__], as master servicer of the Trust Fund, to the collection account set forth on Schedule II attached hereto in accordance with
the terms of the Other Pooling and Servicing Agreement; and


 


(ii)        [other
Master Servicer] and [other Certificate Administrator], as applicable, shall forward, deliver or otherwise make available, as the
case may be, all reports, statements, documents, communications and other information that are to be forwarded,


 






    	DD-1



    	 



    

 


delivered
or otherwise made available to the holder of Note [__] of the [__] Loan Combination in accordance with the [__] Intercreditor
Agreement and the Other Pooling and Servicing Agreement to Wells Fargo Bank, National Association, as master servicer of the Trust
Fund, no later than one (1) Business Day after the Determination Date.


 


You are advised that
the Trust is subject to Regulation AB and Exchange Act reporting. This notification serves as notice of request for delivery of
all Exchange Act reporting items deliverable to us pursuant to the terms of the Other Pooling and Servicing Agreement.


 


Thank you for your attention
to this matter.


	 	 	 
	 	Wells Fargo
    Bank, National Association, as Certificate Administrator for the Holders of the COMM 2015-CCRE24 Mortgage Trust Commercial
    Mortgage Pass-Through Certificates
	 	 	 
	 	By:	
	 	 	[Name] 

    [Title]


 






    	DD-2



    	 



    

 


SCHEDULE I


TO FORM OF NOTICE FROM THE CERTIFICATE
ADMINISTRATOR


REGARDING THE [[_]LOAN COMBINATION],
[[_]LOAN COMBINATION] AND [[_] LOAN COMBINATION]





 


Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York, 10005

Attention: Lainie Kaye


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services — COMM 2015-CCRE24


 


Wilmington Trust, National
Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – COMM 2015-CCRE24


 


Wells Fargo Bank, National Association

     Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: COMM 2015-CCRE24 Asset Manager


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw


 


Park Bridge Lender Services
LLC

c/o Park Bridge Financial LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022

Attention: COMM 2015-CCRE24-Surveillance Manager


 


Moody’s Investors
Services, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Michael Giordanella


 






    	DD-3



    	 



    

 


Morningstar Credit Ratings,
LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance


 






    	DD-4



    	 



    

 


SCHEDULE II TO FORM
OF NOTICE


 


FROM THE CERTIFICATE ADMINISTRATOR


REGARDING THE [[_]LOAN COMBINATION] AND
[[_] LOAN COMBINATION] 


 


		Account:	Collection Account
	 	 	 
	 	Account
#:	[______]









 


		Title:	Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the Holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Collection Account



 


		Location:	[___]



 






    	DD-5



    	 



    

 


EXHIBIT EE


 


FORM OF SERVICED COMPANION LOAN NOTEHOLDER
CERTIFICATION


 


[Date]


 


Wells Fargo Bank, National Association, as Master Servicer

     Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: COMM 2015-CCRE24 Asset Manager


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services — COMM 2015-CCRE24


 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass Through Certificates – Companion Loan



 


In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement, with respect to any Companion Loan (as
defined in the Pooling and Servicing Agreement), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Companion Loan Noteholder (as defined in the Pooling and Servicing Agreement).


 


2.          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 from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information 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, 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


 






    	EE-1



    	 



    

 


registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


3.          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.


 


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, the Special Servicer, the Operating 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.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


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.


	 	 	 
	 	[Companion
    Loan Noteholder]
	 	 	 
	 	By:	 
	 	 	Title:

    Company:

    Phone:


 






    	EE-2



    	 



    

 


SCHEDULE I


 


DIRECTING HOLDERS


 


	Mortgage Loan	 	Directing Holder	 	Contact Information
	All Mortgage Loans (other than the Lakewood Center Mortgage Loan, the Heartland Industrial Portfolio Mortgage Loan and the 40 Wall Street Mortgage Loan)	 	LNR Securities Holdings, LLC	 	LNR Securities Holdings, LLC

1601 Washington Ave, Suite 800

Miami Beach, FL 33139
	Lakewood Center Mortgage Loan	 	Apollo Global Management	 	Megan B. Gaul

9 West 57th Street

New York, NY 10019

(212) 822-0726 phone

(646) 219-6848 fax

mgaul@apollolp.com
	Heartland Industrial Portfolio Mortgage Loan	 	German American Capital Corporation	 	German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye
	40 Wall Street Mortgage Loan	 	Ladder Capital Finance LLC	 	
        Ladder Capital Finance LLC

        345 Park Avenue, 8th Floor

        New York, New York 10154

        Attention: Pamela McCormack

         

        Email: pamela.mccormack@laddercapital.com



 






    	Sch. I-1



    	 



    

 


SCHEDULE II


 


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” (with each
Servicing Function Participant deemed to be responsible for the items applicable to the functions it is performing and for which
the party that retained such Servicing Function Participant is responsible):


 


	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.	Cert. Admin.

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.	Cert. Admin.

Master Servicer

Special Servicer
	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master Servicer

Special Servicer
	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	 


 


 






 


1
The Servicing criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on and after November 23, 2015.


 






    	Sch. II-1



    	 



    

 


	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	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.	Master Servicer

Special Servicer
	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Cert. Admin.
	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.	Trustee

Master Servicer

Special Servicer
	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Cert. Admin.

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.	Cert. Admin.

Master Servicer

Special Servicer
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Cert. Admin.

Master Servicer

Special Servicer
	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Cert. Admin.

Master Servicer

Special Servicer
	 	Investor Remittances and Reporting	 


 






    	Sch. II-2



    	 



    

 


	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	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 Master Servicer.	Cert. Admin.

Operating Adv. (excluding clauses (C) and (D) in the case of the Operating Adv.)
	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.	Cert. Admin.
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Master Servicer’s investor records or Certificate Administrator’s investor records, or such other number of days specified in the transaction agreements.	Cert. Admin.

 
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Cert. Admin.
	 	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.	Master Servicer

Special Servicer


 






    	Sch. II-3



    	 



    

 


	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
	1122(d)(4)(v)	The 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

Operating Adv.
	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


 






    	Sch. II-4



    	 



    

 


	Relevant Servicing Criteria	Applicable Party(ies)
	Reference	Criteria	 
	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A


  


If 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.


 






    	Sch. II-5



    	 



    

 


SCHEDULE III


 


CLASS A-SB PLANNED PRINCIPAL BALANCE
SCHEDULE


	 	 	 	 	 	 	 	 	 	 	 
	Period	 	Balance ($)	 	Period	 	Balance ($)	 	Period	 	Balance ($)
	 	 	 	 	 	 	 	 	 	 	 
	Initial Balance	 	107,950,000.00	 	39	 	107,950,000.00	 	78	 	71,563,346.08
	1	 	107,950,000.00	 	40	 	107,950,000.00	 	79	 	69,260,765.52
	2	 	107,950,000.00	 	41	 	107,950,000.00	 	80	 	67,333,857.84
	3	 	107,950,000.00	 	42	 	107,950,000.00	 	81	 	65,240,669.86
	4	 	107,950,000.00	 	43	 	107,950,000.00	 	82	 	63,312,252.02
	5	 	107,950,000.00	 	44	 	107,950,000.00	 	83	 	61,250,824.72
	6	 	107,950,000.00	 	45	 	107,950,000.00	 	84	 	59,307,807.97
	7	 	107,950,000.00	 	46	 	107,950,000.00	 	85	 	57,357,687.82
	8	 	107,950,000.00	 	47	 	107,950,000.00	 	86	 	55,275,180.31
	9	 	107,950,000.00	 	48	 	107,950,000.00	 	87	 	53,310,302.41
	10	 	107,950,000.00	 	49	 	107,950,000.00	 	88	 	51,213,460.17
	11	 	107,950,000.00	 	50	 	107,950,000.00	 	89	 	49,233,716.46
	12	 	107,950,000.00	 	51	 	107,950,000.00	 	90	 	47,246,732.97
	13	 	107,950,000.00	 	52	 	107,950,000.00	 	91	 	44,880,290.67
	14	 	107,950,000.00	 	53	 	107,950,000.00	 	92	 	42,877,344.82
	15	 	107,950,000.00	 	54	 	107,950,000.00	 	93	 	40,743,525.70
	16	 	107,950,000.00	 	55	 	107,950,000.00	 	94	 	38,725,435.14
	17	 	107,950,000.00	 	56	 	107,950,000.00	 	95	 	36,576,905.39
	18	 	107,950,000.00	 	57	 	107,950,000.00	 	96	 	34,543,559.18
	19	 	107,950,000.00	 	58	 	107,950,000.00	 	97	 	32,502,773.98
	20	 	107,950,000.00	 	59	 	106,378,733.06	 	98	 	30,332,200.09
	21	 	107,950,000.00	 	60	 	104,711,573.28	 	99	 	28,275,993.04
	22	 	107,950,000.00	 	61	 	103,032,580.43	 	100	 	26,090,439.33
	23	 	107,950,000.00	 	62	 	101,227,062.76	 	101	 	24,018,697.45
	24	 	107,950,000.00	 	63	 	99,535,335.78	 	102	 	21,939,373.90
	25	 	107,950,000.00	 	64	 	97,717,449.01	 	103	 	19,610,291.98
	26	 	107,950,000.00	 	65	 	96,012,894.69	 	104	 	17,514,808.02
	27	 	107,950,000.00	 	66	 	94,302,116.89	 	105	 	15,291,103.08
	28	 	107,950,000.00	 	67	 	92,226,991.17	 	106	 	13,179,796.45
	29	 	107,950,000.00	 	68	 	90,502,345.73	 	107	 	10,940,722.32
	30	 	107,950,000.00	 	69	 	88,652,484.00	 	108	 	8,813,477.05
	31	 	107,950,000.00	 	70	 	86,914,770.08	 	109	 	6,678,443.76
	32	 	107,950,000.00	 	71	 	85,052,214.46	 	110	 	4,416,323.01
	33	 	107,950,000.00	 	72	 	83,183,128.46	 	111	 	2,265,177.22
	34	 	107,950,000.00	 	73	 	81,307,208.52	 	112 and after	 	0.00
	35	 	107,950,000.00	 	74	 	79,295,232.90	 	 	 	 
	36	 	107,950,000.00	 	75	 	77,405,082.06	 	 	 	 
	37	 	107,950,000.00	 	76	 	75,379,283.43	 	 	 	 
	38	 	107,950,000.00	 	77	 	73,474,797.46	 	 	 	 


 






    	Sch. III-1



    	 



    

 



SCHEDULE IV





 


ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.06 of the Pooling
and Servicing Agreement to disclose to the Depositor and the Certificate Administrator 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 Paying Agent, 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 written notice
to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying Agent, 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 COMM 2015-CCRE24
Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, 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
	Distribution and Pool Performance Information: Only with respect to any information required by 1121 which is NOT included on the Distribution Date Statement	
        ·     Each
        Master Servicer (only with respect to 1121(a)(12) as to non Specially Serviced Loans)

        ·     Special
        Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans)

        ·     Depositor

        ·     Certificate
        Administrator

        ·     Each
        Mortgage Loan Seller (only with respect to 1121(c)(2))

	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)

        ·     Trustee
        (as to itself)

        ·     Certificate
        Administrator (as to itself)

        ·     Depositor
        (as to itself)

        ·     Any
        other Reporting Servicer (as to itself)

        ·     Trustee/Certificate
        Administrator/Master



 






    	Sch. IV-1



    	 



    

 


	 	
          Servicer/Depositor/Special Servicer as to the Trust

        ·     Each
        Mortgage Loan Seller

        ·     Originators
        under Item 1110 of Regulation AB (to be provided by the Depositor)

        ·     Party
        under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

	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
	Item 6: Significant Obligors of Pool Assets	·     Master Servicer
	Item 7: Significant Enhancement Provider Information	·     N/A
	Item 8: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	·     Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 9: Exhibits	
        ·     Depositor
        (exhibits required by Item 601 of Regulation S-K, such as material agreements)

        ·     Certificate
        Administrator (Monthly Statement to Certificateholders)



 






    	Sch. IV-2



    	 



    

 




SCHEDULE V





 


ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.07 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 Paying Agent, 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 written notice
to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying Agent, 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 COMM 2015-CCRE24
Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, 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 (information required to be disclosed on Form 8-K that was not properly disclosed)	·  Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 15: Exhibits, Financial Statement Schedules	
        ·  Certificate
        Administrator

        ·  Depositor



 






    	Sch. V-1



    	 



    

 


	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)

        ·  Depositor
        (as to itself)

        ·  Operating
        Advisor (as to itself)

        ·  Any
        other Reporting Servicer (as to itself)

        ·  Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust

        ·  Each
        Mortgage Loan Seller

        ·  Originators
        under Item 1110 of Regulation AB (to be provided by the Depositor)

        ·  Party
        under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

	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 1119(a) with the Trustee,
        Certificate Administrator, Special Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))

        ·  Special
        Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the Trustee,
        Certificate Administrator, Master Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))

        ·  Certificate
        Administrator (as to itself) (to the extent material to Certificateholders)

        ·  Trustee
        (as to itself) (to the extent material to Certificateholders)

        ·  Depositor
        (as to itself)

        ·  Depositor
        (as to the Trust)

        ·  Each
        Mortgage Loan Seller

        ·  Operating
        Advisor (as to itself)

        ·  Originators
        under Item 1110 of Regulation AB (to be provided by the Depositor)

        ·  Party
        under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)



 






    	Sch. V-2



    	 



    

 


	Additional Item:

Disclosure per Item 1112(b) of Regulation AB	Master Servicer
	Additional Item:

Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB	N/A




 






    	Sch. V-3



    	 



    

 


SCHEDULE VI


 


FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.09 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 Paying Agent, 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 written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator,
the Paying Agent, 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 COMM 2015-CCRE24 Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, 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/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
	·     Trustee/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)


 






    	Sch. VI-1



    	 



    

 


	Item on Form 8-K	Party Responsible 
	
        not a party.

         

        Examples: servicing agreement, custodial agreement. 
	 
	Item 1.03- Bankruptcy or Receivership	
        ·     Depositor

        ·     Each
        Mortgage Loan Seller

	
        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

	
        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 of Articles of Incorporation or Bylaws;
        Change of Fiscal Year

         

        Disclosure is required of any amendment “to the governing
        documents of the issuing entity”.
	·     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 or an entity retained by it)

        ·     Trustee

        ·     Depositor

	Reg AB disclosure about any new servicer or master servicer is also required.	·     Master Servicer or Special Servicer, as applicable
	Reg AB disclosure about any new Trustee is also 	·     Trustee


 






    	Sch. VI-2



    	 



    

 


	Item on Form 8-K	Party Responsible 
	required.	 
	Reg AB disclosure about any new Certificate Administrator is also required.	·     Certificate Administrator
	Item 6.03- Change in Credit Enhancement or External Support	       N/A
	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
	Item 9.01 – Financial Statements and Exhibits	·     Responsible party for reporting/disclosing the financial statement or exhibit




 






    	Sch. VI-3



    	 



    

 


SCHEDULE VII


 


INITIAL SERVICED COMPANION LOAN NOTEHOLDERS


 


	Serviced Companion

Loan	 	Initial Noteholders	 	Address
	Eden Roc	 	Citigroup Global Markets Realty Corp.

(Note A-3 and Note A-4 Holder)	 	
        Citigroup Global Markets Realty Corp.

        390 Greenwich Street

        7th Floor

        New York, New York 10013

        Attention: Ana Rosu Marmann

        Facsimile No.: (646) 328-2938
	 
	 	 	 	 	 	 
	Heartland Industrial Portfolio	 	German American Capital Corporation

(Note A-1 and Note A-3 Holder)	 	German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye	 
	 	 	 	 	 	 
	40 Wall Street	 	Ladder Capital Finance LLC

(Note A-1 and Note A-2 Holder)	 	Ladder Capital Finance LLC

345 Park Avenue, 8th Floor

New York, New York 10154

Attention: Pamela McCormack	 
	 	 	 	 	 	 
	La Gran Plaza	 	COMM 2015-LC21 Mortgage Trust

(Note A-2 Holder)	 	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – COMM 2015-LC21	 
	 	 	 	 	 	 
	La Gran Plaza	 	COMM 2015-CCRE23 Mortgage Trust

(Note A-3 Holder)	 	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – COMM 2015-CCRE23	 




 






    	Sch. VII-1



    	 



    

 


SCHEDULE VIII


 


CONTACT INFORMATION FOR THE OTHER 17G-5 INFORMATION
PROVIDER


 


	Other 17g-5 Information

Provider	Transaction	Contact Information
	Deutsche Bank Trust Company Americas	DBWF 2015-LCM

Mortgage Trust Commercial Mortgage Pass-Through Certificates	
        17g5information.provider@db.com (in an electronic
        format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system, specifically
        with a subject reference of “DBWF 2015-LCM” and an identification of the type of information being provided in the
        body of such electronic mail)

         



 






    	Sch. VIII-1