Exhibit 4.3


 


 




EXECUTION VERSION


	 





 


MORGAN STANLEY CAPITAL I INC.,



as Depositor,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,



as Servicer and Special Servicer,


 


and


 


U.S. BANK NATIONAL ASSOCIATION,



as Certificate Administrator and Trustee 




TRUST AND SERVICING AGREEMENT



Dated as of October 1, 2015






 






 


MSJP 2015-HAUL

Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL


 


	 



 




    	 



    	 



    








	 	 	 	 	 
	TABLE OF CONTENTS
	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	 
	1.	DEFINITIONS	 	8
	 	 	 	 
	 	1.1.	Definitions	 	9
	 	1.2.	Interpretation	 	63
	 	1.3.	Certain Calculations in Respect of the Mortgage Loan	 	63
	 	 	 	 	 
	2.	DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES	 	66
	 	 	 	 
	 	2.1.	Creation and Declaration of Trust; Conveyance of the Mortgage Loan	 	66
	 	2.2.	Acceptance by the Trustee and Certificate Administrator	 	70
	 	2.3.	Representations and Warranties of the Trustee	 	71
	 	2.4.	Representations and Warranties of the Certificate Administrator	 	73
	 	2.5.	Representations and Warranties of the Servicer and the Special Servicer	 	74
	 	2.6.	Representations and Warranties of the Depositor	 	75
	 	2.7.	Representations and Warranties Contained in the Mortgage Loan Purchase Agreement	 	77
	 	2.8.	Issuance of Uncertificated Lower-Tier Interests; Execution and Delivery of Certificates	 	81
	 	2.9.	Miscellaneous REMIC Provisions	 	81
	 	 	 	 	 
	3.	ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN	 	82
	 	 	 	 	 
	 	3.1.	Servicer to Act as the Servicer; Special Servicer to Act as the Special  Servicer	 	82
	 	3.2.	Sub-Servicing Agreements	 	84
	 	3.3.	Cash Collateral Account	 	86
	 	3.4.	Collection Account	 	86
	 	3.5.	Distribution Account	 	90
	 	3.6.	Foreclosed Property Account	 	91
	 	3.7.	Appraisal Reductions	 	92
	 	3.8.	Investment of Funds in the Collection Account and Any Foreclosed Property Account	 	94
	 	3.9.	Payment of Taxes, Assessments, etc	 	95
	 	3.10.	Appointment of Special Servicer	 	95
	 	3.11.	Maintenance of Insurance and Errors and Omissions and Fidelity Coverage	 	102
	 	3.12.	Procedures with Respect to Mortgage Loan; Realization upon the Properties	 	104
	 	3.13.	Custodian and Trustee to Cooperate; Release of Items in the Mortgage File	 	108
	 	3.14.	Title and Management of Foreclosed Property	 	108
	 	3.15.	Sale of Foreclosed Property	 	110
	 	3.16.	Sale of the Mortgage Loan and the Companion Loans	 	112


 




    	 



    	 



    





	 	 	 	 	 
	 	3.17.	Servicing Compensation	 	115
	 	3.18.	Reports to the Certificate Administrator; Account Statements	 	118
	 	3.19.	[Reserved]	 	119
	 	3.20.	[Reserved]	 	119
	 	3.21.	Access to Certain Documentation Regarding the Mortgage Loan and Other Information	 	119
	 	3.22.	Inspections	 	119
	 	3.23.	Advances	 	120
	 	3.24.	Modifications of Loan Documents	 	126
	 	3.25.	Servicer and Special Servicer May Own Certificates	 	130
	 	3.26.	Rating Agency Confirmations; Companion Loan Rating Agency Confirmations	 	130
	 	 	 	 	 
	4.	PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS	 	133
	 	 	 	 
	 	4.1.	Distributions	 	133
	 	4.2.	Withholding Tax	 	137
	 	4.3.	Allocation and Distribution of Yield Maintenance Premiums	 	137
	 	4.4.	Statements to Certificateholders	 	138
	 	4.5.	Investor Q&A Forum and Investor Registry	 	141
	 	 	 	 	 
	5.	THE CERTIFICATES	 	143
	 	 	 	 
	 	5.1.	The Certificates	 	143
	 	5.2.	Form and Registration	 	144
	 	5.3.	Registration of Transfer and Exchange of Certificates	 	146
	 	5.4.	Mutilated, Destroyed, Lost or Stolen Certificates	 	152
	 	5.5.	Persons Deemed Owners	 	152
	 	5.6.	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	152
	 	5.7.	Maintenance of Office or Agency	 	153
	 	 	 	 	 
	6.	THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER	 	153
	 	 	 	 
	 	6.1.	Respective Liabilities of the Depositor, the Servicer and the Special Servicer	 	153
	 	6.2.	Merger or Consolidation of the Servicer or the Special Servicer	 	153
	 	6.3.	Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others	 	154
	 	6.4.	Servicer and Special Servicer Not to Resign	 	155
	 	6.5.	Indemnification by the Servicer, the Special Servicer and the Depositor	 	156
	 	 	 	 	 
	7.	SERVICER TERMINATION EVENTS; SPECIAL SERVICER TERMINATION EVENTS; TERMINATION OF
    SPECIAL SERVICER WITHOUT CAUSE	 	157
	 	 	 	 
	 	7.1.	Servicer Termination Events; Special Servicer Termination Events	 	157
	 	7.2.	Trustee to Act; Appointment of Successor	 	164


 




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	 	7.3.	Notification to Certificateholders, the Depositor and the Rating Agencies	 	166
	 	7.4.	Other Remedies of Trustee	 	166
	 	7.5.	Waiver of Past Servicer Termination Events and Special Servicer Termination Events	 	166
	 	7.6.	Trustee as Maker of Advances	 	167
	 	 	 	 	 
	8.	THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 	167
	 	 	 	 	 
	 	8.1.	Duties of the Trustee and the Certificate Administrator	 	167
	 	8.2.	Certain Matters Affecting the Trustee and the Certificate Administrator	 	170
	 	8.3.	Neither the Trustee Nor the Certificate Administrator is Liable for Certificates or the Mortgage Loan	 	172
	 	8.4.	Trustee and Certificate Administrator May Own Certificates	 	175
	 	8.5.	Trustee’s and Certificate Administrator’s Fees and Expenses	 	175
	 	8.6.	Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance	 	175
	 	8.7.	Resignation and Removal of the Trustee or the Certificate Administrator	 	176
	 	8.8.	Successor Trustee or Successor Certificate Administrator	 	178
	 	8.9.	Merger or Consolidation of the Trustee or the Certificate Administrator	 	179
	 	8.10.	Appointment of Co-Trustee or Separate Trustee	 	179
	 	8.11.	Appointment of Authenticating Agent	 	181
	 	8.12.	Indemnification by Trustee and the Certificate Administrator	 	182
	 	8.13.	Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information	 	182
	 	8.14.	Access to Certain Information	 	182
	 	 	 	 	 
	9.	CERTAIN MATTERS RELATING TO THE CONTROLLING CLASS REPRESENTATIVE	 	186
	 	 	 	 	 
	10.	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 	191
	 	 	 	 	 
	 	10.1.	Intent of the Parties; Reasonableness	 	191
	 	10.2.	Information to be Provided by the Servicer, the Special Servicer, any Primary Servicer and the Certificate Administrator	 	192
	 	10.3.	Filing Obligations	 	194
	 	10.4.	Form 10-D Disclosure	 	194
	 	10.5.	Form 10-K Disclosure	 	195
	 	10.6.	Sarbanes-Oxley Certification	 	195
	 	10.7.	Form 8-K Disclosure	 	196
	 	10.8.	Annual Compliance Statements	 	196
	 	10.9.	Annual Reports on Assessment of Compliance with Servicing Criteria	 	197
	 	10.10.	Annual Independent Public Accountants’ Servicing Report	 	198
	 	10.11.	Indemnification	 	199
	 	10.12.	Amendments	 	202
	 	10.13.	Significant Obligors	 	203
	 	10.14.	Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan	 	204


  




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	11.	TERMINATION	 	204
	 	 	 	 
	 	11.1.	Termination	 	204
	 	11.2.	Additional Termination Requirements	 	205
	 	11.3.	Trusts Irrevocable	 	206
	 	 	 	 	 
	12.	MISCELLANEOUS PROVISIONS	 	206
	 	 	 	 
	 	12.1.	Amendment	 	206
	 	12.2.	Recordation of Agreement; Counterparts	 	209
	 	12.3.	Governing Law; Submission to Jurisdiction	 	209
	 	12.4.	Notices	 	210
	 	12.5.	Notices to the Rating Agencies	 	213
	 	12.6.	Severability of Provisions	 	214
	 	12.7.	Limitation on Rights of Certificateholders	 	214
	 	12.8.	Certificates Nonassessable and Fully Paid	 	215
	 	12.9.	Reproduction of Documents	 	215
	 	12.10.	No Partnership	 	215
	 	12.11.	Actions of Certificateholders	 	215
	 	12.12.	Successors and Assigns	 	216
	 	12.13.	Acceptance by Authenticating Agent, Certificate Registrar	 	216
	 	12.14.	Streit Act	 	216
	 	12.15.	Assumption by Trust of Duties and Obligations of the Mortgage Loan Sellers Under the Loan Documents	 	217
	 	12.16.	Notice to the 17g-5 Information Provider and Each Rating Agency	 	217
	 	12.17.	Exchange Act Rule 17g-5 Procedures	 	218
	 	 	 	 	 
	13.	REMIC ADMINISTRATION	 	223
	 	 	 	 
	 	13.1.	REMIC Administration	 	223
	 	13.2.	Foreclosed Property	 	227
	 	13.3.	Prohibited Transactions and Activities	 	228
	 	13.4.	Indemnification with Respect to Certain Taxes and Loss of REMIC Status	 	229


 


EXHIBITS





	 	 	 
	Exhibit A-1	 	Form of Class A Certificates
	 	 	 
	Exhibit A-2	 	Form of Class X-A Certificates
	 	 	 
	Exhibit A-3	 	Form of Class X-B Certificates
	 	 	 
	Exhibit A-4	 	Form of Class B Certificates
	 	 	 
	Exhibit A-5	 	Form of Class C Certificates
	 	 	 
	Exhibit A-6	 	Form of Class D Certificates
	 	 	 
	Exhibit A-7	 	Form of Class E Certificates
	 	 	 
	Exhibit A-8	 	Form of Class R Certificates


 



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	Exhibit B	 	Form of Request for Release
	 	 	 
	Exhibit C	 	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	 	 	 
	Exhibit D	 	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	 	 	 
	Exhibit E	 	Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during
    Restricted Period
	 	 	 
	Exhibit F	 	Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
	 	 	 
	Exhibit G	 	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	 	 	 
	Exhibit H	 	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
	 	 	 
	Exhibit I	 	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
	 	 	 
	Exhibit J-1	 	Form of Affidavit Pursuant to Section 860E(e) of the Internal Revenue Code of 1986
	 	 	 
	Exhibit J-2	 	Form of Transferor Letter
	 	 	 
	Exhibit J-3	 	Form of ERISA Representation Letter
	 	 	 
	Exhibit K-1	 	Form of Investor Certification
	 	 	 
	Exhibit K-2	 	Form of Investor Certification For Borrowers, Borrower Affiliates, Guarantor (and its Affiliates) and Property Manager
    (and its Affiliates)
	 	 	 
	Exhibit K-3	 	Form of Financial Market Publisher Certification
	 	 	 
	Exhibit L	 	Applicable Servicing Criteria
	 	 	 
	Exhibit M	 	Form of NRSRO Certification
	 	 	 
	Exhibit N	 	Form of Power of Attorney
	 	 	 
	Exhibit O	 	Additional Form 10-D Disclosure
	 	 	 
	Exhibit P	 	Additional Form 10-K Disclosure
	 	 	 
	Exhibit Q	 	Form 8-K Disclosure Information
	 	 	 
	Exhibit R	 	Additional Disclosure Notification
	 	 	 
	Exhibit S	 	Reporting Servicer Form of Performance Certification










  



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THIS TRUST AND SERVICING
AGREEMENT (“Agreement”) is dated as of October 1, 2015, between Morgan Stanley Capital I Inc., as Depositor,
Wells Fargo Bank, National Association, as Servicer and Special Servicer, and U.S. Bank National Association, as Certificate Administrator
and Trustee.


 


INTRODUCTORY STATEMENT


 


Terms not defined in
this Introductory Statement shall have the meanings specified in Article 1 hereof.


 


Reference is made to
that certain fixed-rate loan with a 20-year initial term with an aggregate outstanding principal balance as of the Cut-off Date
of $269,332,819 (the “Whole Loan”), evidenced by six separate promissory notes (“Note A-1A”,
“Note A-1B”, “Note A-2A”, “Note A-2B”, “Note A-3A”
and “Note A-3B”; each, a “Note” and, collectively, the “Notes”).


 


The Whole Loan was co-originated
by Morgan Stanley Bank, N.A. (“MSBNA”) and JPMorgan Chase Bank, National Association (“JPMCB”
and, together with MSBNA, the “Originators”) pursuant to that certain Loan Agreement, dated as of August 12,
2015 (as amended, modified or otherwise supplemented, the “Loan Agreement”), between the Originators, as lender,
and U-Haul Co. of Florida 8, LLC, U-Haul Co. of Florida 9, LLC, U-Haul Co. of Florida 10, LLC, UHIL 8, LLC, UHIL 9, LLC, UHIL 10,
LLC, UHIL 13, LLC, AREC 8, LLC, AREC 9, LLC, AREC 10, LLC and AREC 13, LLC, as borrowers (collectively, the “Borrowers”).


 


The Whole Loan consists
of (a) a portion that has an unpaid principal balance as of the Cut-off Date of $170,000,000, and is evidenced by Note A-2A, Note
A-2B, Note A-3A and Note A-3B (collectively, the “Trust Notes”), and (b) a portion that has an unpaid principal
balance as of the Cut-off Date of $99,332,819, and is evidenced by Note A-1A and Note A-1B (collectively, the “Group 1
Notes” or the “Non-Trust Notes”). Note A-2A and Note A-2B are collectively referred to herein as the
“Group 2 Notes” and, together with the Group 1 Notes, are collectively referred to herein as the “Senior
Notes”. Note A-3A and Note A-3B are collectively referred to herein as the “Group 3 Notes” or the
“Junior Notes”. The interests in the Whole Loan evidenced by the Trust Notes are collectively referred to herein
as the “Mortgage Loan”. Each interest in the Whole Loan evidenced by a Non-Trust Note is referred to herein
as a “Companion Loan”.


 


On or prior to the Closing
Date, MSBNA sold Note A-2A and Note A-3A to Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH” and, together
with JPMCB in such capacity, the “Mortgage Loan Sellers”). On or prior to the Closing Date, the Mortgage Loan
Sellers sold the Mortgage Loan to the Depositor pursuant to two separate Mortgage Loan Purchase and Sale Agreements, each dated
as of the Pricing Date, by and between the respective Mortgage Loan Seller and the Depositor (the “Mortgage Loan Purchase
Agreements”). As of the Closing Date, Note A-1A was held by MSBNA and Note A-1B was held by JPMCB. The relative rights
of the holders of each of the Notes in respect of the Whole Loan are set forth in an agreement between noteholders dated as of
September 1, 2015 (as amended, restated,


 






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supplemented or otherwise modified from time to time, the “Intercreditor Agreement”),
between MSBNA, as the initial holder of Note A-1A, Note A-2A and Note A-3A, and JPMCB, as the initial holder of Note A-1B, Note
A-2B and Note A-3B. From and after the Closing Date, the Whole Loan is to be serviced and administered in accordance with this
Agreement and the Intercreditor Agreement.


 


As provided for herein,
the Trustee shall elect or shall cause elections to be made to treat designated portions of the Trust Fund for federal income tax
purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier
REMIC” and, each, a “REMIC”). The Class A, Class X-A, Class X-B, Class B, Class C, Class D and Class
E Certificates will represent “regular interests” in the Upper-Tier REMIC. The Class LA, Class LB, Class LC, Class
LD and Class LE Uncertificated Interests will represent “regular interests” in the Lower-Tier REMIC. The Class R Certificates
will evidence the sole Class of “residual interests” in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes
of the REMIC Provisions under federal income tax law.


 


In exchange for the Mortgage
Loan, the Trust shall issue to the Depositor all the Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E and Class
R Certificates (collectively, the “Certificates”), which Certificates in the aggregate shall evidence the entire
beneficial interest in the Trust Fund. The Trust Fund consists principally of the Trust Notes, the Mortgages (to the extent of
the Trust’s interest therein) and related Loan Documents (to the extent of the Trust’s interest therein). The Non-Trust
Notes and all amounts attributable thereto will not be assets of the Trust Fund or any REMIC and will be owned by the Companion
Loan Holders.


 


The Depositor intends
to sell the Certificates to the Initial Purchasers in an offering exempt from the registration requirements of the federal securities
laws.


 


CERTIFICATES


 


The Class UT-R Interest
will constitute the sole Class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced
by the Class R Certificates. The following table sets forth the class designation, the approximate initial Pass-Through Rate and
the aggregate initial Certificate Balance (the “Original Certificate Balance”) or aggregate initial Notional
Amount (the “Original Notional Amount”), as applicable, for each Class of Certificates:








	 	 	 	 	 	 	 
	Class
    

    Designation	 	Approximate
    Initial 

    Pass-Through Rate

    (per annum)	 	Original
    

    Certificate Balance or 

    Original Notional Amount
	Class A	 	3.964%	 	 	 	$59,000,000
	Class X-A	 	1.048%(1)	 	 	 	$59,000,000(2)
	Class X-B	 	0.561%(1)	 	 	 	$31,700,000(2)
	Class B	 	4.451%	 	 	 	$31,700,000
	Class C	 	5.012%	 	 	 	$24,300,000
	Class D	 	5.012%	 	 	 	$32,000,000
	Class E	 	5.012%	 	 	 	$23,000,000
	Class R	 	N/A(3)	 	 	 	     N/A(3)







 



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		(1)	The
                                         Class X-A Pass-Through Rate for any Interest Accrual Period is variable and, for each
                                         Distribution Date, will equal to the Class X Strip Rate for the Class A Certificates
                                         for such Distribution Date. The Class X-B Pass-Through Rate for any Interest Accrual
                                         Period is variable and, for each Distribution Date, will equal to the Class X Strip Rate
                                         for the Class B Certificates for such Distribution Date.



 


		(2)	Each
                                         of the Class X-A and Class X-B Certificates will not have a Certificate Balance and will
                                         not be entitled to receive distributions of principal. Interest will accrue on such Class
                                         at the Pass-Through Rate thereof on the Notional Amount thereof. The Notional Amount
                                         of the Class X-A Certificates for any Distribution Date will be equal to the Certificate
                                         Balance of the Class A Certificates. The Notional Amount of the Class X-B Certificates
                                         for any Distribution Date will be equal to the Certificate Balance of the Class B Certificates.



 


		(3)	The
                                         Class R Certificates will represent the Class UT-R Interest and the Class LT-R Interest.
                                         The Class UT-R Interest and Class LT-R Interest will not have Certificate Balances or
                                         Notional Amounts, will not bear interest and will not be entitled to distributions of
                                         Yield Maintenance Premiums. Any Available Funds constituting assets remaining in the
                                         Lower-Tier Distribution Account after distributing the Lower-Tier Distribution Amount
                                         shall be distributed to the Holders of the Class R Certificates in respect of the
                                         Class LT-R Interest (but only to the extent of the Available Funds for such Distribution
                                         Date, if any, remaining in the Lower-Tier Distribution Account). Any Available Funds
                                         remaining in the Upper-Tier Distribution Account, after all required distributions under
                                         this Agreement have been made to each other Class of Certificates and the Class LT-R
                                         Interest, will be distributed to the Holders of the Class R Certificates in respect of
                                         the Class UT-R Interest.



 


UNCERTIFICATED
LOWER-TIER INTERESTS


 


The following
table sets forth the initial Lower-Tier Principal Amounts and Pass-Through Rates for the Uncertificated Lower-Tier Interests
comprising the regular interests in the Lower-Tier REMIC created hereunder: 





	 	 	 	 	 	 
	Class
    

    Designation	 	Pass-Through
    Rate	 	Original
    Lower-Tier 

    Principal Amount
	Class LA	 	(1)	 	 	$59,000,000
	Class LB	 	(1)	 	 	$31,700,000
	Class LC	 	(1)	 	 	$24,300,000
	Class LD	 	(1)	 	 	$32,000,000
	Class LE	 	(1)	 	 	$23,000,000







 


 






		(1)	The
                                         Pass-Through Rate for each Interest Accrual Period and each of the Class LA, Class LB,
                                         Class LC, Class LD and Class LE Uncertificated Interests will be the Net Mortgage Rate.



 


All covenants and agreements
made by the Depositor herein are for the benefit and security of the Certificateholders and the Trustee as Holder of the Uncertificated
Lower-Tier Interests. The Depositor, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee are entering
into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.


 


W I T N E S S E T H   T H A T:


 


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


 


1.          DEFINITIONS


 






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1.1.          Definitions.       Whenever
used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings
and such meanings shall be equally applicable to the singular and plural forms of such terms, as the context may require.


 


“17g-5 Indemnifying
Party” means each of the 17g-5 Information Provider, the Special Servicer, the Trustee, and the Servicer.


 


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


 


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


 


“Acceptable
Insurance Default”:     Any default arising when the Loan Documents require that the Borrowers maintain all risk casualty
insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined,
in its reasonable judgment in accordance with Accepted Servicing Practices, that (i) such insurance is not available at commercially
reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located
in or near the geographic region in which the subject 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.


 


“Accepted Servicing
Practices”:     As defined in Section 3.1.


 


“Acquisition
Date”:     The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code),
the Trust Fund is deemed to have acquired one or more of the Properties.


 


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


 


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


 


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


 


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


 


“Additional
Servicer”:     Each Affiliate of the Servicer, the Special Servicer, any Mortgage Loan Seller, the Certificate Administrator,
the Trustee, the Depositor or any of the Initial Purchasers that Services the Whole Loan and each Person, other than the Special
Servicer, who is not an Affiliate of the Servicer, any Mortgage Loan Seller, the Certificate Administrator,


 






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the
Trustee, the Depositor or any of the Initial Purchasers who Services the Whole Loan as of any date of determination.


 


“Administrative
Advances”:     As defined in Section 3.23(b).


 


“Advance”:
    Any Administrative Advance, Monthly Payment Advance or any Property Protection Advance.


 


“Advance Rate”:
    As defined in Section 3.23(d).


 


“Adverse REMIC
Event”:     As defined in Section 13.1(j).


 


“Affiliate”:
    With respect to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under common control
with such specified Person. For the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract, relation to individuals or otherwise, and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. The Trustee and/or the Certificate Administrator may request and rely upon an Officer’s
Certificate of the Servicer, the Special Servicer, the Trustee (in the case of the Certificate Administrator), the Certificate
Administrator (in the case of the Trustee), the Borrowers or the Depositor, as applicable, to determine whether any Person is an
Affiliate of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Borrowers or the Depositor.


 


“Affiliate Ethical
Wall”:     Reasonable policies and procedures to be maintained by an Affiliate of the Depositor, the Servicer, the Special
Servicer, the Trustee or the Certificate Administrator, as applicable, taking into account the nature of its business, to ensure
(1) that such Affiliate will not obtain Confidential Information from the Depositor, the Servicer, the Special Servicer, the
Trustee or the Certificate Administrator, as applicable, and (2) that the Depositor, the Servicer, the Special Servicer, the
Trustee or the Certificate Administrator, as applicable, will not obtain information regarding Investments in the Certificates
from such Affiliate. Under such policies and procedures maintained by such Affiliate, (i) policies and procedures restricting
the flow of information exist, and shall be maintained by such Affiliate, between such Affiliate, on the one hand and the Depositor,
the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, on the other; (ii) such policies
and procedures restricting the flow of information operate in both directions so as to include (a) policies and procedures
against the disclosure of Confidential Information from the Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as applicable, to such Affiliate and (b) policies and procedures against the disclosure of information regarding
Investments in Certificates from such Affiliate to the Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as applicable; (iii) the senior management personnel of such Affiliate who have obtained Confidential Information
in the course of their exercise of general managerial responsibilities may not participate in or use that information to influence
Investment Decisions with respect to the Certificates, nor may they pass that information to others for use in such activities;
and (iv) such senior management personnel who have obtained information regarding Investments in the course of their exercise
of general managerial responsibilities may not use that information to influence servicing recommendations.


 






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“Agreement”:
   This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.


 


“Applicable
Control Party”:     During any Subordinate Control Period, the Controlling Class Certificateholder (or the Controlling Class
Representative on its behalf). For the avoidance of doubt, for so long as a Subordinate Control Period does not exist pursuant
to the terms of this Agreement there shall be no Applicable Control Party.


 


“Applicable
Laws”:     As defined in Section 8.2(d).


 


“Applicable
Servicing Criteria”:      With respect to the Servicer, the Special Servicer or any Servicing Function Participant, the Servicing
Criteria applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple parties
can have responsibility for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant engaged
by the Servicer or the Special Servicer, the term “Applicable Servicing Criteria” may refer to a portion of the Applicable
Servicing Criteria applicable to the Servicer or the Special Servicer, as the case may be.


 


“Applied Realized
Loss Amount”:    All amounts applied to reduce the Certificate Balance of a Class of Certificates in respect of Realized
Losses pursuant to Section 4.1(g).


 


“Appraisal”:
    With respect to any Property or Foreclosed Property, an appraisal of such Property or Foreclosed Property, conducted by an Independent
Appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent Appraiser as having been
prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute with an “MAI”
designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well as the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided that after an initial “Appraisal”
has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal shall be considered an “Appraisal”
hereunder for all purposes. All Appraisals (and updates thereof) obtained pursuant to the terms of this Agreement shall include
a valuation using the “income capitalization – discounted cash flow approach” and set forth the discount
rate and terminal capitalization rate utilized by the Independent Appraiser. All calculations under this Agreement requiring that
a “value” or “appraised value” be used with respect to a Property or Foreclosed Property shall use the
most recently determined appraised value set forth in an Appraisal (or update thereof) unless a different valuation is specifically
required (such as the appraised value of a Property at origination).


 


“Appraisal Reduction
Amount”:     For the Whole Loan, as of any date of determination, an amount equal to the excess of (i) the outstanding
principal balance of the Whole Loan on such date plus the sum of (A) all accrued and unpaid interest on the Whole Loan at
the Mortgage Rate for the Whole Loan, (B) all unreimbursed Administrative Advances and interest on all such Advances at the
Advance Rate in respect of the Mortgage Loan and all unreimbursed Property Protection Advances and interest on all Advances at
the Advance Rate in respect of the Whole Loan or the Properties, (C) the amount of any Advances and interest thereon previously
reimbursed from principal collections on the Whole Loan that have not otherwise been recovered from the Borrowers, (D) all
currently due and unpaid real estate taxes


 






    	-11-



    	 



    

 


and assessments and insurance premiums and all other amounts due and unpaid in respect
of the Properties (which taxes, premiums and other amounts have not been the subject of an Advance) and (E) to the extent
not duplicative of amounts in clauses (B), (C) or (D), all unpaid Trust Fund Expenses then due under the Loan Agreement over
(ii) the sum of (A)(x) 90% of the appraised value (as determined by an updated Appraisal) of the Properties or (y) if
the events described in clauses (i) through (iii) in Section 3.7(e) occur with respect to the Properties, the
Assumed Appraised Value of the Properties, in each case, less the amount of any liens (exclusive of Permitted Encumbrances) on
the Properties senior to the lien of the related Mortgage plus (B) any escrows with respect to the Whole Loan, including for
taxes and insurance premiums. Appraisal Reduction Amounts with respect to the Whole Loan shall be allocated, first, to the
Junior Notes, on a pro rata and pari passu basis (based on the principal balance of each Junior Note) until the aggregate
principal balance of the Junior Notes has been notionally reduced to zero, and second, to the Senior Notes, on a pro
rata and pari passu basis (based on the principal balance of each Senior Note) until the aggregate principal balance
of the Senior Notes has been notionally reduced to zero.


 


“Appraisal Reduction
Event”:     The earliest of (i) 60 days after an uncured payment delinquency (other than a delinquency in respect of
the Balloon Payment, if any) occurs in respect of the Mortgage Loan or the Whole Loan, (ii) 90 days after an uncured delinquency
occurs in respect of the Balloon Payment, if any, for the Mortgage Loan or the Whole Loan (or 120 days after an uncured delinquency
occurs in respect of the Balloon Payment, if any, for the Mortgage Loan or the Whole Loan if a refinancing is anticipated within
120 days after the Maturity Date of the Whole Loan (as evidenced by a written refinancing commitment from an acceptable lender
and reasonably satisfactory in form and substance to the Servicer that provides that such refinancing shall occur within 120 days
after the Maturity Date)), (iii) 60 days after a reduction in Monthly Payments for the Mortgage Loan or the Whole Loan, (iv) 60
days after an extension of the Maturity Date of the Whole Loan, (v) immediately after a receiver has been appointed in respect
of any of the Properties on behalf of the Trust or any other creditor, (vi) immediately after a Borrower declares, or becomes
the subject of, bankruptcy, insolvency or similar proceedings, admits in writing the inability to pay its debts as they come due
or makes an assignment for the benefit of creditors, or (vii) immediately after any Property securing the Whole Loan becomes
a Foreclosed Property.


 


“Asset Status
Report”:     As defined in Section 3.10(h).


 


“Assignment
of Dealership Contract”:     As defined in the Loan Agreement.


 


“Assignment
of Leases”:     Any assignment of leases, rents and profits or similar agreement executed by the Borrowers, 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 the related 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; provided, that none of the Trustee, the Certificate Administrator,
the Custodian, the Servicer or the Special Servicer shall be responsible for determining whether any such assignment is legally
sufficient or in recordable form.


 


“Assignment
of Management Agreement”:     As defined in the Loan Agreement.


 






    	-12-



    	 



    

 


“Assignment
of Mortgage”:     An assignment of the applicable 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 Property is located to reflect
of record the assignment of the Mortgage to the Trustee on behalf of the Trust Fund; provided, however, that none
of the Trustee, the Certificate Administrator, the Custodian, the Servicer or the Special Servicer shall be responsible for determining
whether any such assignment is legally sufficient or in recordable form.


 


“Assumed Appraised
Value”:     As defined in Section 3.7(e).


 


“Assumed Loan
Payment Date”:     With respect to the Whole Loan for any calendar month following a delinquency in the payment of the Balloon
Payment, if any, or the foreclosure of the Whole Loan or acceptance by the Special Servicer on behalf of the Trust Fund and the
Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Whole Loan, the date that would have been
the Loan Payment Date in such calendar month if the Maturity Date or the foreclosure of the Whole Loan or acceptance by the Special
Servicer on behalf of the Trust Fund and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of
the Whole Loan had not occurred.


 


“Assumed Monthly
Payment”:     With respect to any Distribution Date (following the Maturity Date or the foreclosure of the Whole Loan or
acceptance by the Special Servicer on behalf of the Trust Fund and the Companion Loan Holders of a deed-in-lieu of foreclosure),
the scheduled monthly payment of interest and/or principal that would have been due in respect of the Mortgage Loan (including
any principal to the extent any such principal would be allocable to the Mortgage Loan pursuant to the terms of the Intercreditor
Agreement) on its Maturity Date and each subsequent Loan Payment Date (or Assumed Loan Payment Date) if the Mortgage Loan had been
required to continue to accrue interest and amortize principal in accordance with its terms in effect immediately prior to, and
without regard to the occurrence of the Maturity Date (or after the occurrence of a foreclosure, in whole or in part, of the Whole
Loan or acceptance by the Special Servicer on behalf of the Trust Fund and the Companion Loan Holders of a deed-in-lieu of foreclosure
or comparable conversion of the Whole Loan or a portion thereof, in respect of the Mortgage Loan on the last Loan Payment Date
(or Assumed Loan Payment Date) prior to its foreclosure or acceptance of a deed-in-lieu of foreclosure), in each case as such terms
may have been modified, and such Maturity Date may have been extended, in connection with a bankruptcy or similar proceeding involving
the parties under the Whole Loan or a modification, waiver or amendment granted or agreed to by the Servicer or Special Servicer.


 


“Authenticating
Agent”:     As defined in Section 8.11(a).


 


“Available Funds”:     On each Distribution Date shall be equal to (i) all amounts received in respect of the Mortgage Loan pursuant to the terms
of the Intercreditor Agreement (and exclusive of any amounts allocable to the Companion Loans pursuant to the terms of the Intercreditor
Agreement) during the related Collection Period or advanced in respect of interest and/or principal with respect to such Distribution
Date (including, without limitation, any Repurchase Price, Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds (to
the extent not made available for the repair or restoration of the Properties) received by the Trust and allocable to the Mortgage
Loan), excluding (A) payments received that are due on a subsequent


 






    	-13-



    	 



    

 


Loan Payment Date (which shall be deemed received in the Collection
Period in which such subsequent Loan Payment Date occurs) and (B) Yield Maintenance Premiums (which are separately distributable
on the Certificates pursuant to Section 4.3), plus (ii) if such Distribution Date is the Distribution Date occurring in
March of each year (or February, if such Distribution Date is the final Distribution Date), Withheld Amounts to be withdrawn from
the Interest Reserve Account for such Distribution Date, reduced by (A) an amount equal to the applicable Withheld Amount
in the case of any January Distribution Date occurring in a year that is not a leap year and (unless such February Distribution
Date is the final Distribution Date) each February Distribution Date, (B) the Available Funds Reduction Amount, and (C) any
amount advanced to cover the Certificate Administrator Fee (including the portion that is the Trustee Fee) and/or the CREFC®
Intellectual Property Royalty License Fee.


 


“Available Funds
Reduction Amount”:     As of each Distribution Date, all amounts withdrawn on the related Remittance Date or during the related
Collection Period from the Collection Account pursuant to Section 3.4(c), to the extent such amounts are allocable
to the Mortgage Loan.


 


“Balloon Payment”:    
The payment, if any, of the outstanding principal balance of the Whole Loan, Mortgage Loan or a Companion Loan, as applicable,
together with all unpaid interest, due and payable on the Maturity Date.


 


“Base Interest
Fraction”:     With respect to any principal prepayment on the Mortgage Loan and with respect to any Class of Certificates,
is a fraction (A) whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through
Rate on such Class of Certificates and (ii) the Treasury rate used in calculating the Yield Maintenance Premium with respect
to such principal prepayment and (B) whose denominator is the difference between (i) the Mortgage Rate on the Mortgage
Loan and (ii) the Treasury rate described in clause (A)(y)(ii) above; provided, that under no circumstances shall the
Base Interest Fraction be greater than one. If the Treasury rate described in clause (A)(y)(ii) above is greater than or equal
to the Mortgage Rate on the Mortgage Loan, then the Base Interest Fraction shall equal zero. If the Treasury rate described in
clause (A)(y)(ii) above is greater than or equal to the Mortgage Rate, but is less than the Pass-Through Rate on the subject Class,
then the Base Interest Fraction shall equal 1.0.


 


“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). Each of the Depositor,
the Trustee, the Certificate Administrator, the Special Servicer and the Servicer, as applicable, 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 provide an
Investor Certification, and each of Depositor, the Trustee, the Certificate Administrator, the Special Servicer and the Servicer
shall be entitled to conclusively rely on such Investor Certification.


 


“Benefit Plan”:
    As defined in Section 5.3(m).


 


“Borrowers”:
    As defined in the Introductory Statement.


 






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“Borrower Affiliate”:
   With respect to any Borrower, any Person, (i) directly or indirectly, controlling or controlled by or under common control with
such Borrower, (ii) that owns, directly or indirectly, 25% or more of such Borrower, or (iii) that is the Property Manager or directly
or indirectly, controlling or controlled by or under common control with the Property Manager or that owns, directly or indirectly,
25% or more of the Property Manager. For the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract, relation to individuals or otherwise, and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. The Trustee and/or the Certificate Administrator may request and rely upon an Officer’s
Certificate to determine whether any Person is a Borrower Affiliate.


 


“Borrower Party”:   
Any director (other than any independent director), officer, or agent (acting at a Borrower’s discretion), general partner
or managing member of a Borrower.


 


“Borrower Reimbursable
Trust Fund Expenses”:    All amounts payable or otherwise reimbursable by the Borrowers pursuant to Section 9.5 of the Loan
Agreement.


 


“Breach”:
   As defined in Section 2.7(a).


 


“Business Day”:
   Any day other than (i) a Saturday and a Sunday and (ii) a day on which federally insured depository institutions in the
State of New York or any of the states in which the Corporate Trust Office of the Trustee and the offices of the Certificate Administrator,
the Servicer, the Special Servicer, or the Servicer’s or the Special Servicer’s collection account are located or the
Federal Reserve System of the United States of America are authorized or obligated by law, governmental decree or executive order
to be closed.


 


“Cash Collateral
Account”:    The Clearing Account (as defined in the Cash Management Agreement).


 


“Cash Management
Agreement”:    As defined in the Loan Agreement.


 


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


 


“Certificate”:
   Any Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E or Class R Certificate.


 


“Certificate
Administrator”:    U.S. Bank National Association, in its capacity as certificate administrator, and its successors in interest,
or any successor certificate administrator appointed as herein provided.


 


“Certificate
Administrator Fee”:    With respect to the Mortgage Loan and for any Distribution Date, a fee payable monthly to the Certificate
Administrator pursuant to Section 8.5 which will accrue at the Certificate Administrator Fee Rate, computed on the
basis of the same principal amount, in the same manner, and for the same Interest Accrual Period for the Mortgage Loan respecting
which any related interest payment on the Mortgage Loan is computed. A portion of the Certificate Administrator Fee shall be payable
to the Trustee as the Trustee Fee.


 






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For the avoidance of doubt, the Certificate Administrator Fee shall be deemed to be payable
from the Lower-Tier REMIC.


 


“Certificate
Administrator Fee Rate”:    With respect to the Mortgage Loan, a rate equal to 0.0085% per annum, calculated on the
same interest accrual basis as the Mortgage Loan as of the preceding Distribution Date. The Certificate Administrator Fee Rate
includes the per annum rate applicable to the calculation of the Trustee Fee.


 


“Certificate
Administrator Personnel”:    The divisions and individuals of the Certificate Administrator who are involved in the performance
of the duties of the Certificate Administrator under this Agreement.


 


“Certificate
Administrator’s Website”:    The Internet website of the Certificate Administrator, initially located at http://www.usbank.com/abs.


 


“Certificate
Balance”:    With respect to any outstanding Class of Sequential Pay Certificates at any date, an amount equal to the aggregate
initial Certificate Balance of such Class as set forth in the Introductory Statement less the sum of (a) all amounts distributed
to Holders of Certificates of such Class on all previous Distribution Dates and treated under this Agreement as allocable to principal
and (b) the aggregate amount of Realized Losses allocated to such Class of Certificates, if any, pursuant to Section 4.1(g).
With respect to any individual Certificate in any such Class, the product of (x) the Percentage Interest represented by such
Certificate multiplied by (y) the Certificate Balance of such Class.


 


“Certificate
Register” and “Certificate Registrar”:    The register maintained and the registrar appointed pursuant
to Section 5.3(a).


 


“Certificateholder”
or “Holder”:    With respect to any Certificate, the Person in whose name a Certificate is registered in the Certificate
Register; provided, however, that solely for the purposes of providing, distributing or otherwise making available
any reports, statements, communications, or other information required or permitted to be provided or distributed or made available
to a Certificateholder under this Agreement, a Certificateholder shall include any Beneficial Owner to the extent that the Person
providing, distributing or making available such reports, statements, communications, or other information has received from such
Beneficial Owner an Investor Certification; and provided further that, solely for the purposes of giving any consent,
waiver, request or demand pursuant to this Agreement (except as set forth in the following sentence), any Certificate beneficially
owned by the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Property Manager, the Guarantor or
any Person known to a Responsible Officer of the Depositor, the Certificate Administrator or the Trustee to be a sub-servicer,
or any of their respective Affiliates, any Borrower or any Borrower Affiliate, 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 take any such action or effect any such consent, waiver, request or demand has been obtained. For purposes of obtaining
the consent of Certificateholders to an amendment of this Agreement, any Certificate beneficially owned by the Trustee, the Certificate
Administrator, the Servicer or the Special Servicer or any Affiliates thereof shall be deemed to be outstanding, provided,
that such amendment does not relate to the termination, increase in compensation or material


 






    	-16-



    	 



    

 


reduction of obligations of the Trustee,
the Certificate Administrator, the Servicer or the Special Servicer in its capacity as such or any Affiliates thereof (other than
solely in the capacity as a Certificateholder) in any material respect, in which case such Certificate shall be deemed not to be
outstanding; provided, further, if an Affiliate of the Trustee, the Certificate Administrator, the Servicer or the
Special Servicer has provided an Investor Certification in which it has certified as to the existence of an Affiliate Ethical Wall
between such Affiliate and the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, then
any Certificates beneficially owned by such Affiliate shall be deemed to be outstanding. The restrictions above shall not apply
to the exercise of the rights of the Servicer, the Special Servicer or an Affiliate of the Servicer or the Special Servicer, if
any, as a member of the Controlling Class, as applicable, so long as the Servicer or the Special Servicer or such Affiliate is
not also an Affiliate of another person (other than the Certificate Administrator, so long as it is also the Servicer or the Special
Servicer) whose Certificates are deemed not outstanding pursuant to such restrictions. The Trustee and the Certificate Registrar
may obtain and conclusively rely upon an Officer’s Certificate of the Servicer, the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), any Property Manager, the Guarantor,
any sub-servicer or any Borrower to determine whether a Certificate is beneficially owned by an Affiliate of any of them or a Borrower
Affiliate, as applicable.


 


“Certificateholder
Quorum”:    With respect to any solicitation of votes in connection with the replacement of the Special Servicer as set
forth in Section 7.1(f), the Holders of Sequential Pay Certificates evidencing at least 66 2/3% of the aggregate Voting
Rights (taking into account Realized Losses and the application of any Appraisal Reduction Amounts allocated to the Mortgage Loan
to notionally reduce the Certificate Balance of the Certificates) of all Sequential Pay Certificates on an aggregate basis.


 


“Certification
Parties”:    As defined in Section 10.6.


 


“Certifying
Servicer”:    As defined in Section 10.8.


 


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


 


“Class A Certificate”:
    A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-1
hereto and designated as a Class A Certificate.


 


“Class A Pass-Through
Rate”:     For any Distribution Date, a fixed rate per annum equal to 3.964%.


 


“Class B Certificate”:   
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-4
hereto and designated as a Class B Certificate.


 


“Class B Pass-Through
Rate”:     For any Distribution Date, a fixed rate per annum equal to 4.451%.


 






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“Class C Certificate”:   
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-5
hereto and designated as a Class C Certificate.


 


“Class C Pass-Through
Rate”:    A variable rate per annum for each Distribution Date equal to the Net Mortgage Rate for such Distribution
Date


 


“Class D Certificate”:
   A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-6
hereto and designated as a Class D Certificate.


 


“Class D Pass-Through
Rate”:    A variable rate per annum for each Distribution Date equal to the Net Mortgage Rate for such Distribution
Date


 


“Class E Certificate”:
   A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-7
hereto and designated as a Class D Certificate.


 


“Class E Pass-Through
Rate”:    A variable rate per annum for each Distribution Date equal to the Net Mortgage Rate for such Distribution
Date


 


“Class LA Uncertificated
Interest”:    A regular interest in the Lower-Tier REMIC, designated as Class LA, which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum Pass-Through Rate set forth in the Introductory Statement.


 


“Class LB Uncertificated
Interest”:     A regular interest in the Lower-Tier REMIC, designated as Class LB, which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum Pass-Through Rate set forth in the Introductory Statement.


 


“Class LC Uncertificated
Interest”:     A regular interest in the Lower-Tier REMIC, designated as Class LC, which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum Pass-Through Rate set forth in the Introductory Statement.


 


“Class LD Uncertificated
Interest”:     A regular interest in the Lower-Tier REMIC, designated as Class LD, which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum Pass-Through Rate set forth in the Introductory Statement.


 


“Class LE Uncertificated
Interest”:     A regular interest in the Lower-Tier REMIC, designated as Class LE, which is held as an asset of the Upper-Tier
REMIC and has the Original Lower-Tier Principal Amount and per annum Pass-Through Rate set forth in the Introductory Statement.


 


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


 






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“Class R Certificates”:
    A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-8
hereto and designated as a Class R Certificate. The Class R Certificates have neither a Certificate Balance nor a Pass-Through
Rate. The Class R Certificates will evidence the sole class of “residual interests” in the Upper-Tier REMIC and the
Lower-Tier REMIC.


 


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


 


“Class X Certificates”:
    The Class X-A and Class X-B Certificates.


 


“Class X Strip
Rate”:     For each Class of the Class A and Class B Certificates for any Distribution Date, a per annum rate equal
to the excess of (i) the Net Mortgage Rate for such Distribution Date over (ii) the Pass-Through Rate of such Class of
Certificates for such Distribution Date.


 


“Class X-A Certificate”:
    A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set forth in Exhibit A-2
and designated as a Class X-A Certificate.


 


“Class X-A Notional
Amount”:     An amount equal to the Certificate Balance of the Class A Certificates.


 


“Class X-A Pass-Through
Rate”:     A variable rate that for each Distribution Date is the Class X Strip Rate for the Class A Certificates for such
Distribution Date.


 


“Class X-B Certificate”:
    A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set forth in Exhibit A-3
and designated as a Class X-B Certificate.


 


“Class X-B Notional
Amount”:     An amount equal to the Certificate Balance of the Class B Certificates.


 


“Class X-B Pass-Through
Rate”:     A variable rate that for each Distribution Date is the Class X Strip Rate for the Class B Certificates for such
Distribution Date.


 


“Class X YM
Distribution Amount”:     As defined in Section 4.3.


 


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


 


“Clearstream”:
    As defined in Section 5.2(a).


 


“Closing Date”:    
October 15, 2015.


 


“Code”:
    The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto,
and applicable U.S.


 






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Department of the Treasury regulations issued pursuant thereto in temporary or final form and any proposed
regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply to
the Trust Fund.


 


“Collateral”:   
The Properties securing the Mortgage Loan, the Reserve Accounts (and all sums held, deposited or invested therein and all proceeds
thereof) with respect to the Mortgage Loan and all other collateral which is subject to security interests and liens granted to
secure the Mortgage Loan.


 


“Collateral
Security Documents”:     Any document or instrument given to secure or guaranty the Mortgage Loan, including without limitation,
the Mortgages, each as amended, supplemented, assigned, extended or otherwise modified from time to time.


 


“Collection
Account”:     As defined in Section 3.4(a).


 


“Collection
Period”:     With respect to any Distribution Date, the period commencing immediately following the Determination Date in
the calendar month preceding the calendar month in which such Distribution Date occurs and ending on and including the Determination
Date in the calendar month in which such Distribution Date occurs; provided, that the first Collection Period shall commence
immediately following the Cut-off Date and end on and include the Determination Date in November 2015. Any periodic payments received
with respect to the Mortgage Loan during any grace period and relating to the immediately preceding Collection Period will be deemed
to have been received during that immediately preceding Collection Period and not during the Collection Period during which such
grace period ends.


 


“Commission”:
    The Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


“Companion Loan
Rating Agency Confirmation”:      With respect to any matter involving a Companion Loan with respect to which any Companion
Loan Securities exist, confirmation in writing (which may be in the form of electronic mail, facsimile, press release, posting
to its internet website or such other means then considered industry standard as determined by each applicable Companion Loan Rating
Agency) by each applicable 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
Companion Loan Securities (if then rated by the Companion Loan


 






    	-20-



    	 



    

 


Rating Agency); provided, that if a written waiver or other
acknowledgment (or such time for a response has lapsed) from the Companion Loan Rating Agency indicating its decision not to review
or to decline to review the matter for which the Companion Loan Rating Agency Confirmation is sought is received (such written
notice, a “Companion Loan Rating Agency Declination”), the requirement to receive a Companion Loan Rating Agency
Confirmation from the Companion Loan Rating Agency with respect to such matter will not apply; provided, further
that any Companion Loan Rating Agency Confirmation is subject to the terms set forth in Section 3.27.


 


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


 


“Condemnation”:
    As defined in the Loan Agreement.


 


“Condemnation
Proceeds”:     The portion of the Net Proceeds (as defined in the Loan Agreement) relating to a Condemnation.


 


“Confidential
Information”:     With respect to the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator,
all material non-public information obtained in the course of and as a result of such Person’s performance of its duties
under this Agreement as the Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable,
with respect to the Mortgage Loan, the Companion Loans, the Whole Loan, the Borrowers, the Guarantor and the Properties, unless
such information (i) was already in the possession of such Person prior to being disclosed to such Person, (ii) is or
becomes available to such Person from a source other than its activities as the Servicer or the Special Servicer, as applicable,
or (iii) is or becomes generally available to the Certificate Administrator or the public other than, with respect to the
Servicer or Special Servicer, as a result of a disclosure by Servicer Servicing Personnel or Special Servicer Servicing Personnel
or Certificate Administrator Personnel, as applicable.


 


“Controlling
Class”:     As of any time of determination, the Class E Certificates. No other Class of Certificates shall be eligible to
act as the Controlling Class or appoint a Controlling Class Representative.


 


“Controlling
Class Certificateholder”:     Each Holder (or Beneficial Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar from time to time based solely upon the Certificate Register (or with respect to a Beneficial
Owner, the Beneficial Owner’s Investor Certification). Notwithstanding the foregoing, for purposes of determining the Controlling
Class Representative, exercising any rights of the Controlling Class or receiving Asset Status Reports or any other information
under this Agreement other than Distribution Date Statements, any Holder or Beneficial Owner of any interest in a Controlling Class
Certificate who is the Guarantor, the Loan Sponsor, the Property Manager, an Affiliate of the Guarantor, the Loan Sponsor, the
Property Manager, a Borrower or a Borrower Affiliate shall not be deemed to be a Holder (or Beneficial Owner) of the related Controlling
Class and shall not be entitled to exercise such rights or receive such information. If, as a result of the preceding sentence,
no holder of Controlling Class Certificates would be eligible to exercise such rights, there shall be no Controlling Class Representative.


 






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“Controlling
Class Representative”:     The Controlling Class Certificateholder (or a representative thereof) selected or designated,
as applicable, in accordance with Section 9.1.


 


“Controlling
Persons”:     As defined in Section 6.3(a).


 


“Corporate Trust
Office”:     The offices of: (a) the Trustee, initially located at 190 South LaSalle Street 7th Floor, Chicago, Illinois
60603, or the principal trust office of any successor trustee qualified and appointed pursuant to this Agreement; and (b) the Certificate
Administrator, initially located at (x) for purposes of certificate transfers and exchanges, 111 Fillmore Avenue, St. Paul, Minnesota
55107, Attention: Bondholder Services – MSJP 2015-HAUL, (y) for document custody purposes, 1133 Rankin Street, Suite 100,
St. Paul, Minnesota 55116, Attention: Document Custody Services – MSJP 2015-HAUL, and (y) for all other purposes, 190 South
LaSalle Street 7th Floor, Chicago, Illinois 60603, or the principal trust office of any successor certificate administrator qualified
and appointed pursuant to this Agreement.


 


“CREFC®”:
    CRE Finance Council® or any successor thereto.


 


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


 


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


 


“CREFC®
Bond Level File”:     The monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Bond Level File” available as of the Closing Date on the CREFC® Website, or
such other form for the presentation of such information and containing such additional information as may from time to time be
recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Collateral Summary File”:     The report substantially in the form of, and containing the information called for in, the
downloadable form of the “Collateral Summary File” available as of the Closing Date on the CREFC® Website,
or such other form for the presentation of such information and containing such additional information as may from time to time
be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


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


 






    	-22-



    	 



    

 


“Comparative Financial Status Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information as may from time to time be recommended by the CREFC®
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Delinquent Loan Status Report”:     A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Financial File”:     A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Financial File” available as of the Closing Date on the CREFC® Website, or such other form
for the presentation of such information and containing such additional information as may from time to time be recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Historical Bond/Collateral Realized Loss Reconciliation”:    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” available as
of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing
such additional information as may from time to time be recommended by the CREFC® for commercial mortgage securities
transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.


 


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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee”:     For any Interest Accrual Period with respect to the Mortgage Loan, the amount
of interest accrued during such related Interest Accrual Period at the CREFC® Intellectual Property Royalty License
Fee Rate (adjusted to a monthly rate) on the same balance, in the same manner and for the same number of days as interest at the
applicable Mortgage Rate accrued with respect to the Mortgage Loan during such


 






    	-23-



    	 



    

 


related Interest Accrual Period. Any payments of
the CREFC® Intellectual Property Royalty 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 Servicer in writing at least two Business Days prior to the Remittance Date):


 


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





Bank Name: JPMorgan Chase
Bank, National Association





Bank Address: 80 Broadway,
New York, NY 10005





Routing Number: 021000021





Account Number: 213597397


 


For the avoidance of
doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed to be payable from the Lower-Tier REMIC.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”:     0.0005% per annum.


 


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


 


“CREFC®
Loan Level Reserve/LOC Report”:     The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan Level Reserve/LOC Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer.


 


“CREFC®
Loan Periodic Update File”:     The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Loan Periodic Update File” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer, the Special Servicer and the Certificate Administrator.


 


“CREFC®
Loan Setup File”:     The report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Setup File” available as of the Closing Date on the CREFC® Website, or such other
form for the presentation of such information and containing such additional information as may from time to time be recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer,
the Special Servicer and the Certificate Administrator.


 


“CREFC®
NOI Adjustment Worksheet”:     A report substantially in the form of, and containing the information called for in, the downloadable
form of the “NOI Adjustment Worksheet” available as of the Closing Date on the CREFC® Website, or such
other form for the presentation of such information and containing such additional information as may from time to


 






    	-24-



    	 



    

 


time be recommended
by the CREFC® for commercial mortgage securities transactions generally and is acceptable to the Servicer or the
Special Servicer, as applicable, and in any event, shall present the computations made in accordance with the methodology described
in such form to “normalize” the net operating income and debt service coverage numbers used in the other reports required
by this Agreement.


 


“CREFC®
Operating Statement Analysis Report”:     A report prepared in the aggregate for the portfolio of Properties substantially
in the form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis
Report” available as of the Closing Date on the CREFC® Website or in such other form for the presentation
of such information and containing such additional information as may from time to time be recommended by the CREFC®
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Property File”:     A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Property File” available as of the Closing Date on the CREFC® Website, or such other form
for the presentation of such information and containing such additional information as may from time to time be recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


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


 


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


 


“CREFC®
Reports”:     Collectively refers to the following reports as may be amended, updated or supplemented from time to time as
part of the CREFC® “Investor Reporting Package®”:


 


(i)      the following
seven electronic files: (a) CREFC® Loan Setup File, (b) CREFC® Loan Periodic Update File, (c) CREFC®
Property File, (d) CREFC® Bond Level File, (e) CREFC® Financial File, (f) CREFC®
Collateral Summary File and (g) CREFC® Special Servicer Loan File;


 


(ii)     The following eleven supplemental
reports: (a) CREFC® Delinquent Loan Status Report, (b) CREFC® Historical Loan Modification and Corrected
Mortgage Loan Report, (c) CREFC® REO Status Report, (d) CREFC® Operating Statement Analysis


 






    	-25-



    	 



    

 


Report, (e) CREFC® Comparative Financial Status Report, (f) CREFC® Servicer Watch
List, (g) CREFC® Loan Level Reserve/LOC Report, (h) CREFC® NOI Adjustment Worksheet, (i) CREFC®
Advance Recovery Report, (j) CREFC® Total Loan Report and (k) CREFC® Reconciliation of Funds Report;


 


(iii)    the
following eight templates: (a) CREFC® Appraisal Reduction Template, (b) CREFC® Servicer Realized
Loss Template, (c) CREFC® Reconciliation of Funds Template, (d) CREFC® Historical Bond/Collateral
Realized Loss Reconciliation Template, (e) CREFC® Historical Liquidation Loss Template, (f) CREFC®
Interest Shortfall Reconciliation Template, (g) CREFC® Servicer Remittance to Trustee Template and (h) CREFC®
Significant Insurance Event Template; and


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Special Servicer Loan File”:      The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Special Servicer Loan File” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“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.


 






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


 


“Cross Over
Period”:      As defined in the Intercreditor Agreement.


 


“Current Interest
Distribution Amount”:      With respect to any Distribution Date for any Class of Certificates (other than the Class R
Certificates) or Uncertificated Lower-Tier Interests, the interest accruing during the related applicable Interest Accrual Period
at the Pass-Through Rate applicable to such Class for such Interest Accrual Period on the Certificate Balance, Notional Amount
or Lower-Tier Principal Amount of such Class of Certificates or Uncertificated Lower-Tier Interest, as applicable, for such Distribution
Date (before giving effect to distributions of principal on such Distribution Date).


 


“Custodian”:
     Initially, the Certificate Administrator, and thereafter, any Custodian appointed pursuant to Section 8.10(a) of this Agreement.


 


“Cut-off Date”
The close of business on October 1, 2015.


 


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


 


“Dealership
Contract”:      As defined in the Loan Agreement.


 


“Default Interest”:     
During the continuance of an Event of Default under the Loan Agreement, the amount by which interest accrued on the Mortgage Loan
(exclusive of late payment charges) at the Default Rate exceeds the amount of interest that would have accrued on the Mortgage
Loan at the Mortgage Rate.


 


“Default Rate”:    
As defined in the Loan Agreement.


 


“Defect”:
    As defined in Section 2.7(a).


 


“Deficient Exchange
Act Deliverable”:     With respect to the Servicer, the Special Servicer, the Certificate Administrator, the Trustee and
each Servicing Function Participant and Sub-Servicer retained by it, any item (x) regarding such party, (y) prepared by such party
or any registered public accounting firm, attorney or other agent retained by such party to prepare such item and (z) delivered
by or on behalf of such party pursuant to the delivery requirements under Article 10 of this Agreement that does not conform
to the express provisions of the applicable reporting requirements under the Act, the Exchange Act, the Sarbanes-Oxley Act and
the rules and regulations promulgated thereunder.


 


“Definitive
Certificate”:     Any Certificate in fully registered certificated form.


 


“Delivery Date”:    
As defined in Section 2.1(b).


 






    	-27-



    	 



    

 


“Depositor”:    
Morgan Stanley Capital I Inc., a Delaware corporation, and its successors in interest.


 


“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”:     The first (1st) day of the calendar month in which each Distribution Date occurs or, if such day is
not a Business Day, the immediately preceding Business Day, beginning in November 2015.


 


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


 


“Disclosable
Special Servicer Fees”:     With respect to the Mortgage Loan, any Companion Loan or any Foreclosed Property, any compensation
and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates and as a result of any
other fee-sharing arrangement (including any such amount paid under any fee sharing arrangement whereby the Special Servicer shares
fees to which it is entitled with any Certificateholder or any Companion Loan Holder) received or retained by the Special Servicer
or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, the Borrowers, any manager, any
guarantor or indemnitor in respect of the Mortgage Loan, any Companion Loan or any Foreclosed Property and any purchaser of the
Mortgage Loan, any Companion Loan or any Foreclosed Property)) in connection with the disposition, workout or foreclosure of the
Mortgage Loan, the management or disposition of any Foreclosed Property or the performance by the Special Servicer or any such
Affiliate of any other special servicing duties under this Agreement other than (i) Permitted Special Servicer/Affiliate Fees,
(ii) any Special Servicer compensation in the form of late payment charges, Default Interest, assumption fees, Modification
Fees, consent fees, loan service transaction fees, beneficiary statement fees, assumption application fees or other income earned
on deposits in any Foreclosed Property Account, (iii) any compensation and other remuneration that the Servicer is permitted to
receive


 






    	-28-



    	 



    

 


or retain in connection with its duties as Servicer hereunder and (iv) any compensation and other remuneration that the
Special Servicer is entitled to pursuant to Section 3.17
of this Agreement.


 


“Disqualified
Non-U.S. Person”:     With respect to a Class R Certificate, any Non-U.S. Person or its agent other than (a) a
Non-U.S. Person that holds the Class R Certificates in connection with the conduct of a trade or business within the United
States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or (b) a
Non-U.S. Person that has delivered to both the transferor and the Certificate Administrator an opinion of a nationally recognized
tax counsel to the effect that the transfer of the Class R Certificates to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of the Class R Certificates will not be disregarded
for federal income tax purposes.


 


“Disqualified
Organization”:     Either (a) the United States, a State, or any agency or instrumentality of any of the foregoing (other
than an instrumentality that is a corporation if all of its activities are subject to tax and, except in the case of FHLMC, a majority
of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization
or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions
(as defined in Section 860E(c)(1)) of the Code with respect to the Class R Certificates (except certain farmers’ cooperatives
described in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2)
of the Code or (e) any other Person so designated by the Certificate Registrar based upon an Opinion of Counsel to the effect
that any transfer of a Class R Certificate to such Person may cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify
as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “International
Organization” have the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Account”:     The accounts established and maintained by the Certificate Administrator pursuant to Section 3.5.


 


“Distribution
Date”:     The fourth (4th) Business Day after each Determination Date, commencing in November 2015.


 


“Distribution
Date Statement”:     As defined in Section 4.4(a).


 


“Eligible Account”:
    A separate and identifiable account from all other funds held by the holding institution that is either (a) an account or
accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition
of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository
institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or
trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital
and surplus of at least $50,000,000.00, subject to supervision or examination by federal and state authority and the long-term
unsecured debt obligations of which are rated at least “A2” by Moody’s. An Eligible Account will not be evidenced
by a certificate of deposit, passbook or other instrument.


 



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“Eligible Institution”:
    A depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short term unsecured debt obligations
or commercial paper of which are rated at least “P-1” by Moody’s and at least “F1” by Fitch in the
case of accounts in which funds are held for 30 days or less (or, in the case of accounts in which funds are held for more than
30 days, the long-term unsecured debt obligations of which are rated (i) at least “A2” by Moody’s, (ii) at least
“A” by Fitch and (iii) at least “A” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating
by at least two NRSROs (which may include S&P, Fitch and/or Moody’s))).


 


“Environmental
Indemnity”:     As defined in the Loan Agreement.


 


“ERISA”:
    The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


 


“Euroclear”:    
As defined in Section 5.2(a).


 


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


 


“FHLMC”:
    The Federal Home Loan Mortgage Corporation and its successors in interest.


 


“Final Asset
Status Report”:     An Asset Status Report, together with such other data or supporting information provided by the Special
Servicer to the Controlling Class Certificateholder (or the Controlling Class Representative on its behalf), which does not include
any communications (other than the Final Asset Status Report) between the Special Servicer and the Controlling Class Certificateholder
(or the Controlling Class Representative on its behalf), as applicable, with respect to the Whole Loan; provided, that no
Asset Status Report shall be considered a Final Asset Status Report unless (i) the Applicable Control Party has either finally
approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval
or consent, or has been deemed to approve or consent to such action or (ii) the Asset Status Report is otherwise implemented by
the Special Servicer in accordance with the terms of this Agreement.


 


“Fitch”:
    Fitch Ratings, Inc., and its successors-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 Ratings,
Inc. herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“FNMA”:
    The Federal National Mortgage Association and its successors in interest.


 


“Foreclosed
Property”:     Any Property, title to which has been acquired by the Special Servicer on behalf of the Trust through foreclosure,
deed-in-lieu of foreclosure or otherwise in the name of the Trustee or its nominee for the benefit of the Trust and the Companion
Loan Holders.


 






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“Foreclosed
Property Account”:     As defined in Section 3.6.


 


“Foreclosure”:
    Any foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of any judicial or non-judicial foreclosure or
termination, cancellation or rescission of any such foreclosure of a Mortgage.


 


“Foreclosure
Proceeds”:     Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or
the Trustee, received in respect of any Foreclosed Property (including, without limitation, proceeds from the operation or rental
of such Foreclosed Property) prior to the final liquidation of the Foreclosed Property.


 


“Form 8-K Disclosure”:
    The information described in the Form 8-K items set forth under the “Item on Form 8-K” column on Exhibit Q hereto.


 


“Global Certificates”:
    As defined in Section 5.2(b).


 


“Group 1 Notes”:
    As defined in the Introductory Statement.


 


“Group 2 Notes”:
    As defined in the Introductory Statement.


 


“Group 3 Notes”:
    As defined in the Introductory Statement.


 


“Guarantor”:
    AMERCO, a Nevada corporation.


 


“Guaranty”:
    Any guaranty entered into between the Guarantor, as guarantor, and the Mortgage Loan Lender (together with any supplement to such
guaranty or any replacement of such guaranty).


 


“Independent”:
    When used with respect to any specified Person, such a Person who (i) does not have any direct financial interest or any material
indirect financial interest in the Depositor, any Borrowers, any Companion Loan Holder, the Guarantor, the Property Manager, the
Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Controlling Class Representative or any of their
respective Affiliates and (ii) is not connected with the Depositor, any Borrower, the Guarantor, the Property Manager, any
Companion Loan Holder, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Controlling Class Representative
or any of their respective Affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.


 


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


 


“Independent
Contractor”:     Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent
contractor” with respect to the Lower-Tier REMIC or the Upper-Tier REMIC within the meaning of Section 856(d)(3) of
the Code if such REMIC were a real estate investment trust (except that the ownership test set forth in that Section of the


 






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Code
shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or 35%
or more of the aggregate value of all Classes of Certificates or such other interest in the Certificates as is set forth in an
Opinion of Counsel, which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer,
or the Trust Fund, be delivered to the Trustee, the Certificate Administrator, the Special Servicer or the Servicer on behalf of
the Trust Fund); provided that neither the Lower-Tier REMIC nor the Upper-Tier REMIC receives or derives any income from
such Person and the relationship between such Person and such REMIC is at arm’s length, all within the meaning of Treasury
Regulations Section 1.856-4(b)(5), or (ii) any other Person (including the Special Servicer or the Servicer) if the Trustee
and the Certificate Administrator (or the Servicer or the Special Servicer on behalf of the Trust) has received an Opinion of Counsel
which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer (unless the Special
Servicer or the Servicer is providing the Opinion of Counsel with respect to itself) or the Trust Fund, be to the effect that the
taking of any action in respect of any Foreclosed 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 Foreclosed 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 Foreclosed
Property to fail to qualify as Rents from Real Property.


 


“Initial Purchasers”:
    Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, and their respective successors in interest.


 


“Inquiries”:
    As defined in Section 4.5.


 


“Institutional
Accredited Investor”:     An institutional investor that is an “accredited investor” within the meaning of Rule 501(a)
(1), (2), (3) or (7) under the 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) under the Act.


 


“Insurance Proceeds”:
    (a) The portion of Net Proceeds (as defined in the Loan Agreement) paid as a result of a Casualty (as defined in the Loan
Agreement) other than amounts to be applied to the restoration, preservation or repair of such Property or to be released to the
Borrowers each in accordance with the terms of the Loan Agreement, or if not required to be so applied or so released under the
terms of the Loan Agreement, Accepted Servicing Practices and (b) amounts paid by any insurer pursuant to any insurance policy
required to be maintained by the Servicer pursuant to Section 3.11, to the extent related to this Agreement only.


 


“Intercreditor
Agreement”:    That certain Agreement Between Note Holders, dated as of September 1, 2015, by and between MSBNA, as the
holder of Note A-1A, Note A-2A and Note A-3A, and JPMCB, as the holder of Note A-1B, Note A-2B and Note A-3B, as amended, supplemented
or otherwise modified pursuant to its terms from time to time.


 


“Interest Accrual
Period”:     With respect to (i) the Whole Loan and any Loan Payment Date, the calendar month immediately preceding the calendar
month in which such


 






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Loan Payment Date occurs, and (ii) the Certificates and any Distribution Date, the calendar month immediately
preceding the calendar month in which such Distribution Date occurs.


 


“Interest Distribution
Amount”:     With respect to any Distribution Date for any Class of Certificates (other than the Class R Certificates) or
any Uncertificated Lower-Tier Interest, the sum of the Current Interest Distribution Amount for such Distribution Date and such
Class of Certificates or such Uncertificated Lower-Tier Interest plus the aggregate unpaid Interest Shortfalls in respect of prior
Distribution Dates for such Class of Certificates or such Uncertificated Lower-Tier Interest.


 


“Interest Reserve
Account”:     As defined in Section 3.4(d).


 


“Interest Shortfall”:
    With respect to any Distribution Date for any Class of Certificates (other than the Class R Certificates) or any Uncertificated
Lower-Tier Interest, the amount by which the Current Interest Distribution Amount for such Class of Certificates or such Uncertificated
Lower-Tier Interest exceeds the portion thereof actually paid in respect of interest in respect of such Class of Certificates or
such Uncertificated Lower-Tier Interest on such Distribution Date.


 


“Interested
Person”:     The Depositor, the Certificate Administrator, the Servicer, the Special Servicer, any Majority Controlling Class
Certificateholder, the Controlling Class Representative, any Borrower, the Guarantor, any Property Manager, a mezzanine lender,
any independent contractor engaged by the Special Servicer, any Other Depositor, any Other Servicer, any Other Special Servicer
(or any independent contractor engaged by such Other Special Servicer), any Other Trustee or any Other Certificate Administrator
for an Other Securitization Trust, a Companion Loan Holder, or any of their respective known Affiliates.


 


“Investment”:
    Any direct or indirect ownership interest in any security, note or other financial instrument issued or executed by the Borrowers
or any Affiliate of a Borrower, a loan directly or indirectly secured by any of the foregoing or a hedging transaction (however
structured) that references or relates to any of the foregoing.


 


“Investment
Account”:     As defined in Section 3.8(a).


 


“Investment
Decisions”:     Investment, trading, lending or other financial decisions, strategies or recommendations with respect to
Investments, whether on behalf of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee or any of their
respective Affiliates, as applicable, or any Person on whose behalf the Servicer or the Special Servicer or any of their respective
Affiliates has discretion in connection with Investments.


 


“Investor Certification”:
    A certificate, substantially in the form of Exhibit K-1 and Exhibit K-2 to this Agreement, or in the form of
an electronic certification contained on the Certificate Administrator’s Website, representing that such Person executing
the certificate is a Certificateholder, a Beneficial Owner or a prospective purchaser of a Certificate, a Companion Loan Holder,
a party to an Other Pooling and Servicing Agreement or any Mortgage Loan Seller who has repurchased its respective Mortgage Loan
Seller Percentage Interest in the Mortgage Loan pursuant to Section 8 of the related Mortgage Loan Purchase Agreement, and that
(i) for


 






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purposes of obtaining information (including the Distribution Date Statements) and notices (including access to information
and notices on the Certificate Administrator’s Website) pursuant to this Agreement, such Person is (a) as evidenced by Exhibit
K-2, the Guarantor, the Loan Sponsor, the Property Manager or an Affiliate of any of the foregoing, a Borrower (which for purposes
of this paragraph includes any owner of any interest (whether legally, beneficially or otherwise) in the Borrowers), or a Borrower
Affiliate, or any agent of any of the foregoing, in which case such Person shall only be given access to the Distribution Date
Statements or (b) as evidenced by Exhibit K-1, not the Guarantor, the Loan Sponsor, the Property Manager or an Affiliate
of any of the foregoing, a Borrower (which for purposes of this paragraph includes any owner of any interest (whether legally,
beneficially or otherwise) in the Borrowers), or a Borrower Affiliate, or an agent of any of the foregoing, in which case such
Person shall be given access to all such information; and/or (ii) for purposes of exercising Voting Rights and as evidenced
by Exhibit K-1 (A) such Person is not the Depositor, the Trustee, the Certificate Administrator, the Guarantor, the
Loan Sponsor, the Property Manager or an Affiliate of any of the foregoing, a Borrower, a Borrower Affiliate, or an agent of any
of the foregoing and (B) such Person is or is not the Servicer, the Special Servicer, or an Affiliate of any of the foregoing;
provided that, for purposes of clause (ii), if such Person is an Affiliate of the Depositor, the Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, such certification shall indicate whether an Affiliate Ethical Wall exists
between it and the Depositor, the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable;
and/or (iii) for purposes of determining the Controlling Class Representative, exercising any rights of the Controlling Class or
receiving Asset Status Reports or any other information under this Agreement other than Distribution Date Statements, such Person
is not the Guarantor, the Loan Sponsor, the Property Manager or any Affiliate of any of the foregoing, a Borrower (which for purposes
of this paragraph includes any owner of any interest (whether legally, beneficially or otherwise) in the Borrowers), or Borrower
Affiliate, or an agent of any of the foregoing. The Certificate Administrator may require that Investor Certifications be resubmitted
from time to time in accordance with its policies and procedures.


 


“Investor Q&A
Forum”:     As defined in Section 4.5(a).


 


“Investor Registry”:
    As defined in Section 4.5(b).


 


“IRS”:
    The Internal Revenue Service.


 


“JPMCB”:
    As defined in the Introductory Statement.


 


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


 


“KBRA”:     Kroll Bond Rating Agency, Inc., and its successors-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.


 



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“Liquidated
Property”:     Any Property, if it has been liquidated and the Special Servicer has determined that all amounts which it
expects to recover from or on account of such Property have been recovered.


 


“Liquidation
Expenses”:     Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee in connection with the liquidation of the Whole Loan or the
Properties (or any Property), such expenses including, without limitation, legal fees and expenses, appraisal fees, brokerage fees
and commissions, conveyance taxes and trustee and co-trustee fees, if any. Liquidation Expenses shall not include any previously
incurred expenses which have been previously reimbursed to the party incurring the same or which were netted against income from
any Foreclosed Property and were considered in the calculation of the amount of Foreclosure Proceeds pursuant to the definition
thereof.


 


“Liquidation
Fee”:     A fee payable to the Special Servicer with respect to each Liquidated Property, or any full, partial or discounted
payoff of the Whole Loan, the Mortgage Loan or the Companion Loans or the liquidation of the Whole Loan, the Mortgage Loan or the
Companion Loans as to which the Special Servicer receives any Liquidation Proceeds, equal to the product of the Liquidation Fee
Rate and the Net Liquidation Proceeds related to such Liquidated Property, Whole Loan, Mortgage Loan or Companion Loan. The Special
Servicer shall not be entitled to receive a Liquidation Fee in connection with (i) a repurchase of the Mortgage Loan (or any
Mortgage Loan Seller Percentage Interest therein) by the applicable Mortgage Loan Seller pursuant to the related Mortgage Loan
Purchase Agreement; or (ii) a sale of the Whole Loan, the Mortgage Loan or and Companion Loan by the Special Servicer to an
Interested Person in accordance with Section 3.16. For the avoidance of doubt, the intent of Section 10.13 of
the Loan Agreement is to require the Borrowers to be responsible for the payment of Liquidation Fees and the Special Servicer shall
be entitled to, and may collect, any Liquidation Fees payable to it from the Borrowers pursuant to such Section 10.13 of the
Loan Agreement as would be calculated hereunder. The Liquidation Fee with respect to the Specially Serviced Mortgage Loan or any
Foreclosed Property shall be reduced by the amount of any Modification Fees paid by or on behalf of the Borrowers with respect
to the Specially Serviced Mortgage Loan or any Foreclosed Property and received by the Special Servicer as compensation, but only
to the extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee. Notwithstanding the foregoing,
if the Whole Loan becomes a Specially Serviced Mortgage Loan solely due to an event described in clause (iii) of the definition
of “Special Servicing Loan Event” and the related Liquidation Proceeds are received within 4 months following the related
maturity date as a result of the Mortgage Loan or a Companion Loan being refinanced, the Special Servicer shall not be entitled
to deduct a Liquidation Fee from amounts due to the Certificateholders (or the Companion Loan Holders, if applicable) but may collect
and retain appropriate fees from the Borrowers in connection with such liquidation.


 


“Liquidation
Fee Rate”:      A rate equal to 0.50% (50 basis points).


 


“Liquidation
Proceeds”:     Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or
the Trustee in connection with the liquidation of any Properties, whether through judicial foreclosure, sale or otherwise, or in


 






    	-35-



    	 



    

 


connection with the sale, discounted payoff or other liquidation of the Whole Loan, the Mortgage Loan or any Companion Loan (other
than amounts required to be paid to the Borrowers pursuant to law or the terms of the Loan Agreement) including the proceeds of
any full, partial or discounted payoff of the Whole Loan, the Mortgage Loan or any Companion Loan (exclusive of any portion of
such payoff or proceeds that represents Default Interest or late payment charges).


 


“Loan Agreement”:    
As defined in the Introductory Statement.


 


“Loan Documents”:
    All documents executed or delivered by the Borrowers or any other party evidencing or securing the Whole Loan and any amendment
thereof or thereafter or subsequently added to the Mortgage File, including without limitation the Loan Agreement.


 


“Loan Payment
Date”:     The first (1st) day of each calendar month (or if such date is not a Business Day (as such term is
defined the Loan Agreement), the immediately preceding Business Day).


 


“Loan Sponsor”:
   AMERCO, a Nevada corporation.


 


“Lock Box Agreement”:
    The Blocked Account Agreement as defined in the Loan Agreement.


 


“Lower-Tier
Distribution Account”:     A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Lower-Tier
REMIC.


 


“Lower-Tier
Distribution Amount”:     As defined in Section 4.1(b).


 


“Lower-Tier
Principal Amount”:     With respect to any Uncertificated Lower-Tier Interest, a principal amount that initially will equal
the Original Lower-Tier Principal Amount of such Uncertificated Lower-Tier Interest set forth in the Introductory Statement herein,
and from time to time will equal such amount reduced by the amount of any distributions of the Lower-Tier Distribution Amount allocable
to principal made, and any Realized Losses allocated, with respect to such Uncertificated Lower-Tier Interest on any Distribution
Date as provided in Section 4.1(b) and Section 4.1(g), respectively, of this Agreement.


 


“Lower-Tier
REMIC”:     One of two separate REMICs comprising the Trust Fund, the assets of which consist of all of the assets of the
Trust Fund other than the assets of the Upper-Tier REMIC.


 


“MAI Standards”:
    Standards of Professional Appraisal Practice established for Members of the Appraisal Institute.


 


“Major Decision”:
    Any of the following:


 


(i)             any proposed or
actual foreclosure upon or comparable conversion (which may include acquisitions of a Foreclosed Property by deed in lieu of foreclosure)
of the ownership of the Properties if the Whole Loan comes into and continues in default;


 



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(ii)    
       any amendment or modification, consent to a modification or waiver of a monetary term of the Whole Loan (other than penalty
charges, but including the timing of payments and acceptance of discounted payoffs) or material non-monetary term of the
Whole Loan or any extension of the maturity date thereof;


 


(iii)           following a
default or a Mortgage Loan Event of Default with respect to the Whole Loan, any exercise of remedies, including any acceleration
of the Whole Loan or initiation of judicial, bankruptcy or similar proceedings under the Loan Documents;


 


(iv)          
any sale of the Whole Loan if it is a defaulted loan for less than the Repurchase Price or any sale of any Foreclosed
Property;


 


(v)           
any determination to bring any Foreclosed Property into compliance with applicable environmental laws or to otherwise address
hazardous materials located at a Property or at any Foreclosed Property;


 


(vi)         
 any release of collateral or any acceptance of substitute or additional collateral for the Whole Loan or any consent to
either of the foregoing, unless required or permitted pursuant to the specific terms of the Loan Documents and for which
there is no material lender discretion;


 


(vii)      
   any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the
Whole Loan or, if lender consent is required, any consent to such waiver or consent to a transfer of a Property or interests
in the Borrowers, other than any such transfer or incurrence of debt as may be effected without the consent of the Mortgage
Loan Lender under the Loan Documents;


 


(viii)      
  any incurrence of additional debt by the Borrowers or of any mezzanine financing by any beneficial owner of the
Borrowers (to the extent that the lender has consent rights pursuant to the Loan Documents (for purposes of the determination
whether a lender has such consent rights pursuant to the Loan Documents, any provision in the Loan Documents that requires
that an intercreditor agreement be reasonably or otherwise acceptable to the Mortgage Loan Lender will constitute such
consent rights));


 


(ix)           any material modification, waiver or amendment of the Intercreditor Agreement, co-lender agreement,
participation agreement or similar agreement with any mezzanine lender or subordinate debt holder related to the Whole Loan,
or an action to enforce rights with respect thereto or decision not to enforce such rights;


 


(x)            any franchise
changes (with respect to the Whole Loan if the Mortgage Loan Lender is required to consent or approve under the Loan Documents)
or any material property management company changes, including approval of the termination of a manager and appointment of a new
property manager;


 


(xi)           releases of any
escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves, other than those required pursuant
to the specific terms of the Loan Documents and for which there is no material Mortgage Loan Lender discretion;


 






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


 


(xiii)         any acceptance
of an assumption agreement or any other agreement permitting a transfer of interests in the Borrowers, guarantor or other obligor,
or releasing the Borrowers, guarantor or other obligor from liability under the Whole Loan, or modifying any of the Borrowers,
guarantor or other obligor’s monetary liability under the Whole Loan other than pursuant to the specific terms thereof and
for which there is no Mortgage Loan Lender discretion;


 


(xiv)         any determination
of an Acceptable Insurance Default;


 


(xv)          the determination
of any use of proceeds of a hazard insurance claim to restore a Property if the amount of such proceeds exceeds the applicable
restoration threshold in the Loan Agreement;


 


(xvi)         the modification,
waiver, amendment, execution, termination or renewal of any lease, to the extent Mortgage Loan Lender approval is required under
the Loan Documents and if such lease constitutes a “major lease” under the Loan Documents, including entering into
any related subordination, non-disturbance and attornment agreement, subject to any deemed approval expressly set forth in the
related lease;


 


(xvii)      
any adoption or implementation of a budget for a Property submitted by the Borrowers with respect to the Whole Loan (to the
extent lender approval is required under the Loan Documents), if (a) the Whole Loan is on the CREFC® servicer
watch list or (b) such budget includes material (more than 25%) increases in operating expenses or payments to entities
actually known by the servicer to be affiliates of the Borrowers (excluding affiliated managers paid at fee rates agreed to
at the origination of the Whole Loan), subject in each case to any deemed approval expressly set forth in the Loan
Documents;


 


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


 


(xix)          the exercise
of the rights and powers granted under the Intercreditor Agreement or any related mezzanine loan intercreditor agreement to the
holder of Note A-2A, the “Senior Lender” or such other similar term as may be set forth in any such agreement, as applicable,
and/or the “Servicer” referred to therein, if and to the extent such rights or powers affect the priority, payments,
consent rights or security interest with respect to the holder of Note A-2A, the “Senior Lender” or such other similar
term;


 


provided, that
if the Special Servicer or the Servicer (if the Servicer or Special Servicer is otherwise authorized by this Agreement to take
such action, subject to the rights of


 






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the Companion Loan Holders pursuant to the terms of the Intercreditor Agreement), as applicable,
determines that immediate action, with respect to a decision as described in the Intercreditor Agreement requiring consent of the
Applicable Control Party, or a Major Decision or any other matter requiring consent of the Controlling Class Representative, is
necessary to protect the interests of the Certificateholders, the Special Servicer or Servicer, as applicable, may take any such
action without waiting for such response; provided, further, that during any Subordinate Consultation Period, the
Special Servicer shall consult, on a non-binding basis (and consider alternative actions recommended by each party), with the Controlling
Class Certificateholder (or the Controlling Class Representative on its behalf), as to any of the Major Decisions listed above.
As used above, “material lender discretion” and “Mortgage Loan Lender discretion” require the Mortgage
Loan Lender’s discretion in making the relevant decision regarding the release of Collateral or the acceptance of substitute
or additional Collateral, as applicable, and such decision need not be based upon the satisfaction of specified objective conditions,
the satisfactory delivery of certain factual evidence or opinions or the satisfaction of any other specified objective criteria
that is set forth in the Loan Documents.


 


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


 


“Management
Agreement”:      As defined in the Loan Agreement.


 


“Master Servicing
Fee”:     A component of the Servicing Fee payable to the Servicer pursuant to Section 3.17, which will accrue at
the Master Servicing Fee Rate, computed on the basis of the same principal amount, in the same manner, and for the same Interest
Accrual Period for the Mortgage Loan respecting which any related interest payment on the Whole Loan is computed. For the avoidance
of doubt, the Master Servicing Fee shall be deemed to be payable from the Lower-Tier REMIC.


 


“Master Servicing
Fee Rate”:     0.0025% (0.25 basis points) per annum.


 


“Material Breach”:
    As defined in Section 2.7(a).


 


“Material Document
Defect”:     As defined in Section 2.7(a).


 


“Maturity Date”:    
The Loan Payment Date in September 2035, or such other date on which the final payment of principal under the Whole Loan becomes
due and payable as provided under the Loan Agreement, whether at such stated maturity date, by declaration of acceleration, or
otherwise.


 


“Modification
Fees”:     With respect to the Whole Loan, any and all fees collected from the Borrowers with respect to a modification,
extension, waiver or amendment that modifies, extends, amends or waives any term of the Loan Documents agreed to by the Servicer
or the Special Servicer, other than (a) any assumption fees, consent fees or assumption application fees, (b) any fee
in connection with a defeasance of all or a portion of the Whole Loan and (c) Special Servicing Fees, Work-out Fees and Liquidation
Fees.


 


“Monthly Payment”:
    With respect to the Mortgage Loan and any Distribution Date, the scheduled payment of principal and/or interest on the Mortgage
Loan pursuant to the


 






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Loan Agreement and the related Balloon Payment, if any, in each case which is due and payable on the immediately
preceding Loan Payment Date.


 


“Monthly Payment
Advance”:      Any advance made by the Servicer pursuant to Section 3.23(a) or, in the case of a failure by the
Servicer to make such Advance, by the Trustee pursuant to Section 3.23(c). Each reference to the reimbursement or payment
of a Monthly Payment Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest
thereon at the Advance Rate through the date of payment or reimbursement.


 


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


 


“Morningstar”:
     Morningstar Credit Ratings, LLC, and its successors-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.


 


“Mortgages”:
     The security instruments securing the Whole Loan, as described in the Loan Agreement.


 


“Mortgage File”:    
As defined in Section 2.1(b), and any additional documents required to be added to the Mortgage File pursuant to this
Agreement.


 


“Mortgage Loan”:
    As defined in the Introductory Statement.


 


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


 


“Mortgage Loan
Lender”:     Lender as defined in the Loan Agreement.


 


“Mortgage Loan
Purchase Agreements”:     The MSMCH Mortgage Loan Purchase Agreement and the JPMCB Mortgage Loan Purchase Agreement.


 


“Mortgage Loan
Seller Percentage Interest”:     As to MSMCH, 50%, and as to JPMCB, 50%.


 


“Mortgage Loan
Sellers”:     As defined in the Introductory Statement.


 


“Mortgage Rate”:
    With respect to any Interest Accrual Period and the Whole Loan, the per annum rate at which interest (but not Default Interest)
accrues thereon for such Interest Accrual Period as specified in the Loan Agreement.


 






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“MSBNA”:
    As defined in the Introductory Statement.


 


“MSMCH”:
    As defined in the Introductory Statement.


 


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


 


“Net Foreclosure
Proceeds”:     With respect to each related Foreclosed Property, the Foreclosure Proceeds with respect to such related Foreclosed
Property net of any insurance premiums, taxes, assessments, ground rents and other costs permitted to be paid therefrom pursuant
to Section 3.14.


 


“Net Liquidation
Proceeds”:     The excess of Liquidation Proceeds received with respect to a Property or the Whole Loan, as the case may
be, over the amount of Liquidation Expenses incurred with respect thereto.


 


“Net Mortgage
Rate”:     With respect to any Distribution Date, the annualized rate at which interest would have to accrue in respect of
the Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in each Interest Accrual Period in order to
produce the aggregate amount of interest (net of the Servicing Fee, the Certificate Administrator Fee (which includes the Trustee
Fee) and the CREFC® Intellectual Property Royalty License Fee and exclusive of Default Interest) actually accrued
on the Mortgage Loan during the related Interest Accrual Period; provided, that (i) except with respect to the final Distribution
Date, the Net Mortgage Rate that would otherwise be in effect for purposes of the scheduled Mortgage Loan payment due in January
of each year (other than a leap year and commencing in 2017) and February of each year (commencing in 2016) will be adjusted to
take into account the applicable Withheld Amounts to be deposited in the Interest Reserve Account; and (ii) the Net Mortgage Rate
that would otherwise be in effect for purposes of the scheduled Mortgage Loan payment due in March of each year (or February, if
the related Distribution Date is the final Distribution Date) commencing in 2016, will be adjusted to take into account the related
withdrawal from the Interest Reserve Account of the Withheld Amounts for the preceding January and, if applicable, February (or
only January, if the related Distribution Date in February is the final Distribution Date). For purposes of calculating the Pass-Through
Rate, the Net Mortgage Rate shall be determined without regard to any modification, waiver or amendment of the terms of the Mortgage
Loan or the Whole Loan, whether agreed to by the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding
involving the related Borrower or otherwise, and without regard to any Property becoming a Foreclosed Property.


 


“New Intercreditor
Agreement”:     As defined in Section 2.7(b).


 


“Nondisqualification
Opinion”:     An Opinion of Counsel, prepared at the Trust Fund’s expense and payable from the Collection Account,
that a contemplated action will not cause (i) either 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 (ii) a “prohibited transaction” or “prohibited
contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates
are outstanding.


 






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“Nonrecoverable
Advance”:     Any Advance or portion of an Advance previously made and not previously reimbursed, or proposed to be made,
including interest on such Advance, which, the Servicer, the Special Servicer or the Trustee determines in accordance with Accepted
Servicing Practices (in the case of the Servicer or the Special Servicer) or good faith and reasonable business judgment (in the
case of the Trustee) would not be ultimately recoverable from subsequent payments or collections (including Foreclosure Proceeds,
Liquidation Proceeds, Condemnation Proceeds (to the extent not made available for the repair or restoration of the Properties)
and Insurance Proceeds) in respect of the Mortgage Loan (or, in the case of Property Protection Advances made on the Whole Loan,
out of collections on the Whole Loan) or the Properties or from funds on deposit in the Collection Account pursuant to Section 3.4(c).
In making such recoverability determination, the Servicer, Special Servicer or Trustee, as applicable, will be entitled (a) to
consider (among other things) (i) the obligations of the Borrowers under the terms of the Loan Documents as they may have
been modified and (ii) the Properties in their “as is” or then-current conditions and occupancies, as modified
by such party’s assumptions (consistent with Accepted Servicing Practices in the case of the Servicer and the Special Servicer
or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility
and effects of future adverse change with respect to the Properties, (b) to estimate and consider (among other things) future
expenses and (c) to estimate and consider (consistent with Accepted Servicing Practices in the case of the Servicer and the
Special Servicer or in its good faith and reasonable business judgment in the case of the Trustee, solely in its capacity as Trustee)
(among other things) the timing of recoveries. The Trustee will be entitled to rely conclusively on the Servicer’s determination
that an Advance is a Nonrecoverable Advance, and the Trustee and the Servicer will be entitled to rely conclusively on the Special
Servicer’s determination that an Advance is a Nonrecoverable Advance.


 


“Non-Book Entry
Certificates”:     As defined in Section 5.2(c).


 


“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, as of such date of determination,
(x) the aggregate payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of
such Class of Certificates, (y) any Appraisal Reduction Amounts allocated to the Mortgage Loan then allocable to such Class of
Certificates and (z) any Realized Losses previously allocated to such Class of Certificates, is equal to or greater than (b) 25%
of the remainder of (1) the initial Certificate Balance of such Class of Certificates less (2) any payments of principal (whether
as principal prepayments or otherwise) previously distributed to the Holders of such Class of Certificates as of such date of determination.


 


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


 


“Non-U.S. Beneficial
Ownership Certification”:     As defined in Section 5.3(f).


 


“Non-U.S. Person”:
    A Person other than a U.S. Person.


 


“Note”:
    As defined in the Introductory Statement.


 






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“Note A-1A”:
     As defined in the Introductory Statement.


 


“Note A-1B”:    
 As defined in the Introductory Statement.


 


“Note A-2A”:
    As defined in the Introductory Statement.


 


“Note A-2B”:
    As defined in the Introductory Statement.


 


“Note A-3A”:
    As defined in the Introductory Statement.


 


“Note A-3B”:
    As defined in the Introductory Statement.


 


“Notional Amount”:
    With respect to Class X-A Certificates, the Class X-A Notional Amount, and with respect to the Class X-B Certificates, the Class
X-B Notional Amount.


 


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


 


“NRSRO Certification”:
    A certification substantially in the form of Exhibit M executed by an NRSRO in favor of the 17g-5 Information Provider.


 


“Offering Circular”:    
That certain Confidential Offering Circular, dated September 24, 2015, relating to the offering of the Certificates.


 


“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), the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries, any Servicing
Officer, Responsible Officer or other officer of the Servicer, the Special Servicer, the Depositor, any Mortgage Loan Seller or
any other entity referred to herein, as the case may be, customarily performing functions similar to those performed by any of
the above designated officers and also with respect to a particular matter, any other officer to whom such matter is referred because
of such officer’s knowledge of and familiarity with the particular subject and whose signatures and incumbency shall have
been certified to the Certificate Administrator or the Trustee, as applicable.


 


“Opinion of
Counsel”:     A written opinion of counsel (which counsel, in the case of any such opinion of counsel relating to the taxation
of the Trust Fund or any portion thereof, qualification of either REMIC formed hereunder as a REMIC or the imposition of tax under
the REMIC Provisions on any income or property of either such REMIC, compliance with the REMIC Provisions (including application
of the definition of “Independent Contractor”), shall be Independent of the Depositor, the Servicer, the Special Servicer,
the Certificate Administrator and the Trustee), who may, without limitation, be counsel for the Depositor, the Servicer or the
Special Servicer, reasonably acceptable to the Trustee and the Certificate Administrator, as applicable.


 



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


 


“Origination
Date”:     means August 12, 2015.


 


“Originators”:
    As defined in the Introductory Statement.


 


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


 


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


 


“Other Exchange
Act Reporting Party”:     With respect to any Other Securitization Trust (a) that is subject to the reporting requirements
of the Exchange Act, the Other Depositor, Other Trustee, Other Certificate Administrator, Other Servicer and Other Special Servicer
under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form
10-D and Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement,
and (b) that is not the subject of the reporting requirements of the Exchange Act, and solely for purposes of Sections 10.7,
10.8 and 10.9, the Other Trustee, Other Certificate Administrator, Other Servicer, Other Special Servicer or Other
Depositor that is responsible for the preparation and/or dissemination of periodic distribution date statements or similar reports,
as identified in writing to the parties to this Agreement.


 


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


 


“Other Securitization
Trust”:     Any commercial mortgage securitization trust that holds a Companion Loan (or any portion thereof or interest
therein).


 


“Other Servicer”:
    Any “master servicer” or analogous term under an Other Pooling and Servicing Agreement.


 


“Other Special
Servicer”:     Any “special servicer” or analogous term under an Other Pooling and Servicing Agreement.


 


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


 


“Pass-Through
Rate”:     With respect to (i) the Class A Certificates, the Class A Pass-Through Rate; (ii) the Class X-A
Certificates, the Class X-A Pass-Through Rate; (iii) the Class X-B Certificates, the Class X-B Pass-Through Rate;
(iv) the Class B Certificates, the Class B Pass-Through Rate; (v) the Class C Certificates, the Class C
Pass-Through Rate; (vi) the Class D Certificates, the Class D Pass-Through Rate; (vii) the Class E Certificates,
the Class E Pass-Through Rate and (viii) each Uncertificated Lower-Tier Interest, the Net Mortgage Rate.


 






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“PCAOB”:
    The Public Company Accounting Oversight Board.


 


“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 (other than the Class R Certificates), such “percentage interest”
is equal to the initial Certificate Balance or Notional Amount, as applicable, of such Certificate divided by the initial Certificate
Balance or Notional Amount, as applicable, of all of the Certificates of the related Class. With respect to the Class R Certificates,
the percentage specified on the Certificate held by the Holder of such Certificate.


 


“Permitted Encumbrances”:
    As defined in the Loan Agreement.


 


“Permitted Investments”:
    Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, payable on demand
or having a maturity date not later than the Business Day immediately prior to the first Loan Payment Date following the date of
acquiring such investment and meeting one of the appropriate standards set forth below:


 


(i)           obligations
of, or obligations fully guaranteed as to payment of principal and interest by, the United States or an agency or instrumentality
thereof, provided such obligations are 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;


 


(ii)          repurchase
agreements on obligations specified in clause (i) of this definition, with a party agreeing to repurchase such obligations (A)
in the case of such investments with maturities of 30 days or less, (x) the short term obligations of which are rated in the highest
short-term rating category by Moody’s, and the long term obligations of which are rated at least “A2” by Moody’s,
(y) the short term obligations of which are rated at least “F1” by Fitch, and the long term obligations of which are
rated at least “A” by Fitch, and (z) the short term obligations of which are rated in the highest short-term rating
category of DBRS, if then rated by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by at least two NRSROs (which
may include S&P, Fitch and/or Moody’s)) (or, in the case of any such Rating Agency, such lower rating as is the subject
of a Rating Agency Confirmation relating to the Certificates), (B) in the case of such investments with maturities of three months
or less, but more than 30 days, (x) the short term obligations of which are rated in the highest short-term rating category by
Moody’s, or the long term obligations of which are rated at least “A2” by Moody’s, (y) the short term obligations
of which are rated at least “F1+” by Fitch, or the long term obligations of which are rated at least “AA-”
by Fitch, and (z) the short term obligations of which are rated in the highest short-term rating category of DBRS, if then rated
by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by at least two NRSROs (which may include S&P, Fitch and/or
Moody’s)) (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation
relating to the Certificates), (C) in the case of such investments with maturities of six months or less, but more than


 






    	-45-



    	 



    

 


three months,
(x) the short term obligations of which are rated in the highest short-term rating category by Moody’s, and the long term
obligations of which are rated at least “Aa3” by Moody’s, (y) the short term obligations of which are rated “F1+”
by Fitch, and the long term obligations of which are rated at least “AA-” by Fitch, and (z) the short term obligations
of which are rated in the highest short-term rating category by DBRS, if then rated by DBRS (or, if not rated by DBRS, an equivalent
(or higher) rating by at least two NRSROs (which may include S&P, Fitch and/or Moody’s)), and the long term obligations
of which are rated in the highest long-term rating category of DBRS (or, if not rated by DBRS, an equivalent (or higher) rating
by at least two NRSROs (which may include S&P, Fitch and/or Moody’s)) (or, in the case of any such Rating Agency, such
lower rating as is the subject of a Rating Agency Confirmation relating to the Certificates), and (D) in the case of such investments
with maturities of more than six months (but less than 365 days), (x) the short term obligations of which are rated in the highest
short-term rating category by Moody’s, and the long term obligations of which are rated at least “Aaa” by Moody’s,
(y) the short term obligations of which are rated at least “F1+” by Fitch, and the long term obligations of which are
rated at least “AA-” by Fitch, and (z) the short term obligations of which are rated in the highest short-term rating
category by DBRS, if then rated by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by at least two NRSROs (which
may include S&P, Fitch and/or Moody’s)), and the long term obligations of which are rated in the highest long-term rating
category of DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by at least two NRSROs (which may include S&P,
Fitch and/or Moody’s)) (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency
Confirmation relating to the Certificates);


 


(iii)         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, (A) in the case of such investments with maturities
of 30 days or less, (x) the short term obligations of which are rated in the highest short-term rating category by each of Moody’s,
and the long term obligations of which are rated at least “A2” by Moody’s, (y) the short term obligations of
which are rated at least “F1” by Fitch, or the long term obligations of which are rated at least “A” by
Fitch, and (z) the short term obligations of which are rated in the highest short-term rating category by DBRS, if then rated by
DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by at least two NRSROs (which may include S&P, Fitch and/or
Moody’s)) (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation
relating to the Certificates), (B) in the case of such investments with maturities of three months or less, but more than 30 days,
(x) the short term obligations of which are rated in the highest short-term rating category by Moody’s, or the long term
obligations of which are rated at least “A2” by Moody’s, (y) the short term obligations of which are rated at
least “F1+” by Fitch, or the long term obligations of which are rated at “AA-” by Fitch, and (z) the short
term obligations of which are rated in the highest short-term rating category by DBRS, if then rated by DBRS (or, if not rated
by DBRS, an 


 






    	-46-



    	 



    

 


equivalent (or higher) rating by at least two NRSROs (which may include S&P, Fitch and/or Moody’s)) (or,
in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation relating to the Certificates),
(C) in the case of such investments with maturities of six months or less, but more than three months, (x) the short term obligations
of which are then rated the highest short-term rating of Moody’s, and the long term obligations of which are rated at least
“Aa3” by Moody’s, (y) the short term obligations of which are rated at least “F1+” by Fitch, and
the long term obligations of which are rated at least “AA-” by Fitch, and (z) the short term obligations of which are
rated in the highest short-term rating category by DBRS, if then rated by DBRS (or, if not rated by DBRS, an equivalent (or higher)
rating by at least two NRSROs (which may include S&P, Fitch and/or Moody’s)) (or, in the case of any such Rating Agency,
such lower rating as is the subject of a Rating Agency Confirmation relating to the Certificates), and (D) in the case of such
investments with maturities of more than six months (but less than 365 days), (x) the short term obligations of which are rated
in the highest short-term rating category by Moody’s, and the long term obligations of which are rated at least “Aaa”
by Moody’s, (y) the short term obligations of which are rated at least “F1+” by Fitch, and the long term obligations
of which are rated at least “AA-” by Fitch, and (z) the short term obligations of which are rated in the highest short-term
rating category by DBRS, if then rated by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by at least two NRSROs
(which may include S&P, Fitch and/or Moody’s)), and the long term obligations of which are rated in the highest long-term
rating category of DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by at least two NRSROs (which may include S&P,
Fitch and/or Moody’s)) (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency
Confirmation relating to the Certificates);


 


(iv)     
   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)
(A) in the case of such investments with maturities of 30 days or less, (x) the short term obligations of which are rated in
the highest short-term rating category by Moody’s, or the long term obligations of which are rated at least
“A2” by Moody’s, (y) the short term obligations of which are rated
at least “F1” by Fitch, and the long term obligations of which are rated at least “A” by Fitch, and (z)
the short term obligations of which are rated in the highest short-term debt rating category of DBRS, if then rated by DBRS (or,
if not rated by DBRS, an equivalent (or higher) rating by at least two NRSROs (which may include S&P, Fitch and/or Moody’s))
(or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation relating to the
Certificates), (B) in the case of such investments with maturities of three months or less, but more than 30 days, (x) the
short term obligations of which are rated in the highest short-term rating category by Moody’s, or the long term obligations
of which are rated at least “A2” by 


 






    	-47-



    	 



    

 


Moody’s, (y) the short term obligations of which are rated at least “F1+”
by Fitch, or the long term obligations of which are rated at “AA-” by Fitch, and (z) the short term obligations
of which are rated in the highest short-term rating category by DBRS, if then rated by DBRS (or, if not rated by DBRS, an equivalent
(or higher) rating by at least two NRSROs (which may include S&P, Fitch and/or Moody’s)) (or, in the case of any such
Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation relating to the Certificates), (C) in the case
of such investments with maturities of six months or less, but more than three months, (x) the short term obligations of which
are rated in the highest short-term rating category by Moody’s, and the long term obligations of which are rated at least
“Aa3” by Moody’s, (y) the short term obligations of which are rated at least “F1+” by Fitch, or the
long term obligations of which are rated at “AA-” by Fitch, and (z) the short term obligations of which are rated in
the highest short-term rating category by DBRS, if then rated by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating
by at least two NRSROs (which may include S&P, Fitch and/or Moody’s)) (or, in the case of any such Rating Agency, such
lower rating as is the subject of a Rating Agency Confirmation relating to the Certificates), and (D) in the case of such investments
with maturities of more than six months (but less than 365 days), (x) the short term obligations of which are rated in the highest
short-term rating category by Moody’s, and the long term obligations of which are rated at least “Aaa” by Moody’s,
(y) short term obligations of which are rated at least “F1+” by Fitch, or the long term obligations of which are rated
at “AA-” by Fitch, and (z) the short term obligations of which are rated in the highest short-term rating category
by DBRS, if then rated by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by at least two NRSROs (which may include
S&P, Fitch and/or Moody’s)), and the long term obligations of which are rated in the highest long-term rating category
of DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by at least two NRSROs (which may include S&P, Fitch and/or
Moody’s)) (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation
relating to the Certificates);


 


(v)      
   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 Fitch and Moody’s and in the highest category by DBRS (or, if not rated
by DBRS, an equivalent rating by at least two (2) NRSROs (which may include S&P, Fitch and/or Moody’s) or otherwise
acceptable to such Rating Agency, in any such case, as confirmed in a Rating Agency Confirmation relating to the
Certificates); and


 


(vi)     
   any other demand, money market or time deposit, demand obligation or any other obligation, security or
investment, provided that the Servicer, Special Servicer or Certificate Administrator, as applicable, has received a
Rating Agency Confirmation relating to the Certificates.


 






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Notwithstanding the foregoing,
“Permitted Investments” (i) for which a rating by S&P, if any, is required as set forth above, shall have
an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as
the “(sf)” subscript, and unsolicited ratings; provided, that ratings with “(p)” and “(i)”
subscripts, such as a bond rated “AAAp NRi”, would qualify as long as the analysis of the supported security takes
into consideration the credit risk of the principal and, if applicable, interest portion of the temporary investment; (ii) shall
be limited to those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary or change;
(iii) shall only include instruments that qualify as “cash flow investments” (within the meaning of Section 860G(a)(6)
of the Code); and (iv) shall exclude any investment where the right to receive principal and interest derived from the underlying
investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment. Interest
may either be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed spread
(if any), and move proportionately with that index. No investment shall be made that requires a payment above par for an obligation
if the obligation may be prepaid at the option of the issuer thereof prior to its maturity. All investments (a) shall mature or
be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three months from the date of their
purchase and (y) the Business Day preceding the day before the date such amounts are required to be applied hereunder and
(b) shall not have a maturity in excess of one (1) year.


 


“Permitted Special
Servicer/Affiliate Fees”:     Any commercially reasonable treasury management fees, banking fees or 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 the Mortgage Loan, any Companion Loan, or any Foreclosed Property in accordance with this Agreement.


 


“Permitted Transferee”:
    Any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by
the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person
requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate to such Person will
not cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding,
(c) a Disqualified Non-U.S. Person, (d) any entity treated as a U.S. partnership if any of its partners, directly or
indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a Disqualified Non-U.S.
Person or (e) a U.S. Person with respect to whom income from the Class R Certificate is attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Person.


 


“Person”:
    Any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


“Plan”:
    As defined in Section 5.3(m).


 


“Pricing Date”:
    September 24, 2015.


 








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“Primary Servicing
Fee”:     A component of the Servicing Fee payable to the Servicer pursuant to Section 3.17, which will accrue at
the Primary Servicing Fee Rate, computed on the basis of the same principal amount, in the same manner, and for the same Interest
Accrual Period for the Whole Loan respecting which any related interest payment on the Whole Loan is computed. For the avoidance
of doubt, the Primary Servicing Fee shall be deemed to be payable from the Lower-Tier REMIC.


 


“Primary Servicing
Fee Rate”:     0.0025% (0.25 basis points) per annum.


 


“Prime Rate”:
    The “prime rate” published in the “Money Rates” Section of The Wall Street Journal; if The Wall
Street Journal ceases to publish the “prime rate”, then the Servicer shall select an equivalent publication that
publishes such “prime rate”, and if such “prime rate” is no longer generally published or is limited, regulated
or administered by a governmental or quasi-governmental body, then the Servicer shall reasonably select a comparable interest rate
index.


 


“Principal Distribution
Amount”:     For each Distribution Date, the sum of (i) the Regular Principal Distribution Amount for such Distribution
Date and (ii) the aggregate unpaid Principal Shortfalls in respect of prior Distribution Dates.


 


“Principal Shortfall”:    
For each Distribution Date, the amount by which the Regular Principal Distribution Amount exceeds the portion of such amount actually
distributed in respect of principal for the Sequential Pay Certificates on such Distribution Date.


 


“Privileged
Information”:     Any (i) correspondence or other communications between any of the Controlling Class Certificateholder (or
the Controlling Class Representative on its behalf) on the one hand, and the Special Servicer (or the Servicer and/or the Trustee),
on the other hand, related to the Mortgage Loan, any Companion Loan or the Whole Loan following a Special Servicing Loan Event
or the exercise of the consent or consultation rights of the Controlling Class Certificateholder (or the Controlling Class Representative
on its behalf) under this Agreement; (ii) strategically sensitive information that the Special Servicer has reasonably determined
could compromise the Trust’s position in any ongoing or future negotiations with the Borrowers or other interested party;
and (iii) legally privileged information, in each case, as identified to the 17g-5 Information Provider; provided that a
summary of any Final Asset Status Report prepared by the Special Servicer pursuant to the terms of this Agreement is deemed not
to be Privileged Information (although no such summary shall be made available to any Property Manager or any Affiliate thereof,
any Borrower or Borrower Affiliate, or any agent of any of the foregoing).


 


“Privileged
Person”:     The Depositor and its designees, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Controlling Class Certificateholder (or the Controlling Class Representative on its behalf) (but
only during any Subordinate Control Period and any Subordinate Consultation Period), the Companion Loan Holders, any party to an
Other Pooling and Servicing Agreement, any NRSRO who provides an NRSRO Certification, or any Person who provides the Certificate
Administrator with an Investor Certification in the form of Exhibit K-1 (but not any Guarantor, any Property Manager or
any of


 






    	-50-



    	 



    

 


their respective Affiliates, any Borrower or any Borrower Affiliate, which shall only be entitled to access the Distribution
Date Statements).


 


“Property”
and “Properties”:     As defined in the Loan Agreement.


 


“Property Manager”:    
“Manager” as defined in the Loan Agreement.


 


“Property Protection
Advances”:     As defined in Section 3.23(b).


 


“QIB”:
A “qualified institutional buyer” within the meaning of Rule 144A.


 


“Qualified Insurer
Ratings”:     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 at least (a) “A-” by S&P, (b) “A(low)”
by DBRS (or, if not rated by DBRS, an equivalent rating by (A) at least two NRSROs (which may include S&P, Fitch and/or Moody’s)
or (B) one NRSRO (which may include S&P, Fitch and/or Moody’s) and “A:X” from A.M. Best), (c) “A3”
by Moody’s, (d) “A” by Fitch or (e) “A:X” by A.M. Best with respect to any fidelity bond or errors
and omissions insurance; provided, that an insurance carrier shall be deemed to have the applicable claims-paying ability
ratings set forth above if the obligations of such insurance carrier under the related insurance policy are guaranteed or backed
in writing by an entity that has long term unsecured debt obligations that are rated not lower than the ratings set forth above
or claims-paying ability ratings that are not lower than the ratings set forth above.


 


“Qualified Servicer”:    
With respect to the applicable replacement Servicer or Special Servicer and the applicable non-responding Rating Agency pursuant
to Section 3.26 hereof, (a) with respect to Moody’s, (i) the applicable replacement Servicer or Special
Servicer, as applicable, confirms in writing that it was appointed to act as the master servicer or special servicer on a transaction
level basis, as applicable, on the closing date of a commercial mortgage loan securitization with respect to which Moody’s
rated one or more classes of certificates and one or more of such classes of certificates are still outstanding and rated by Moody’s
and (ii) Moody’s has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in any other commercial mortgage-backed securities transaction serviced by the applicable servicer prior to the time
of determination, (b) with respect to DBRS, DBRS has not cited servicing concerns of the applicable replacement as the sole or
material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securities transaction serviced by
the applicable servicer prior to the time of determination, and (c) with respect to Fitch, with respect to the Servicer, the successor
Servicer has a commercial master servicer rating of at least “CMS3” or, with respect to the Special Servicer, the successor
Special Servicer has a commercial special servicer rating of at least “CSS3”, as the case may be.


 


“Rated Final
Distribution Date”:    For each Class of Certificates (other than the Class R Certificates), the Distribution Date occurring
in September 2047.


 


“Rating Agencies”:
    Any of Moody’s, Fitch and DBRS.


 






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“Rating Agency
Confirmation”:     With respect to any matter, confirmation in writing (which may be in the form of electronic mail, facsimile,
press release, posting to its internet website or such other means then considered industry standard as determined by such Rating
Agency) by a 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 if a written waiver or other acknowledgment (or such time for a response has lapsed)
from the Rating Agency indicating its decision not to review or to decline to review the matter for which the Rating Agency Confirmation
is sought is received (such written notice, a “Rating Agency Declination”), the requirement to receive a Rating
Agency Confirmation from the Rating Agency with respect to such matter will not apply; provided, further that any
Rating Agency Confirmation is subject to the terms set forth in Section 3.26.


 


“Rating Agency
Inquiry”:     As defined in Section 12.17(g) of this Agreement.


 


“Rating Agency
Q&A Forum and Document Request Tool”:     As defined in Section 12.17(g) of this Agreement.


 


“Realized Loss”:    
With respect to any Distribution Date, the amount, if any, by which (i) the aggregate of the Certificate Balances of the Sequential
Pay Certificates after giving effect to distributions made on such Distribution Date exceeds (ii) the outstanding principal
balance of the Mortgage Loan after giving effect to (a) any payments of principal received with respect to the Loan Payment
Date occurring immediately prior to such Distribution Date, (b) any reduction of the outstanding principal balance of the
Mortgage Loan by the amount of any Advances of delinquent principal with respect to the Mortgage Loan that have not otherwise been
reimbursed by the Borrowers or otherwise through collections in respect of principal on the Mortgage Loan and (c) the aggregate
reductions of the principal balance of the Mortgage Loan that have been permanently made as a result of a bankruptcy proceeding,
modification or otherwise.


 


“Record Date”:
    With respect to any Distribution Date, the close of business on the last day of the calendar month preceding the calendar month
in which such Distribution Date occurs, or if such last day is not a Business Day, the preceding Business Day.


 


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


 


“Regular Principal
Distribution Amount”:    For each Distribution Date and the Classes of Sequential Pay Certificates, will equal (i) all
amounts collected (and allocated pursuant to the terms of the Intercreditor Agreement to) or advanced in respect of principal with
respect to the Mortgage Loan during the related Collection Period and (ii) all amounts received during the related Collection
Period in respect of principal on the Mortgage Loan from the Repurchase Price, all amounts allocated to principal with respect
to the Mortgage Loan from Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds (to the extent not made available
for the repair or restoration of the Properties) or otherwise received and allocated pursuant to the terms of the Intercreditor
Agreement to) in respect of principal on the Mortgage Loan.


 






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“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the
Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time in each case
as effective from time to time as of the compliance dates specified therein. Each of the parties hereto acknowledge that the Regulation
AB provisions herein shall be construed as if the Certificates were publicly registered and reporting were required at all times.


 


“Regulation S”:
Regulation S under the Act.


 


“Regulation S
Global Certificate”: As defined in Section 5.2(a).


 


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





	  

                                                                                  Related Certificates
	  

                                                                                  Related Uncertificated Lower-Tier Interest

	 

                                                                             Class A Certificates
	  

                                                                                  Class LA Uncertificated Interest

	  

                                                                            Class B Certificates
	 

                                                                                  Class LB Uncertificated Interest

	  

                                                                            Class C Certificates
	  

                                                                                  Class LC Uncertificated Interest

	  

                                                                            Class D Certificates
	 

                                                                                  Class LD Uncertificated Interest

	 

                                                                                  Class E Certificates
	  

                                          Class LE Uncertificated Interest








 


 “Relevant
Action”:     As defined in Section 3.26(f).


 


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


 


“REMIC Provisions”:
    Provisions of the Code relating to “real estate mortgage investment conduits,” including Sections 860A through
860G of the Code.


 


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


 


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


 


“REO Management
Fee”:     As to any Property when it is a Foreclosed Property, a fee payable out of the Foreclosed Property Account to the
Successor Manager for managing such property while it is owned by the Trust Fund, which shall be reasonable and customary in the
market in which such Property is located.


  






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“Reportable
Event”:     As defined in Section 10.7.


 


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


 


“Repurchase
Communication”:     For purposes of Section 2.7(a) only, any communication, whether oral or written, which need
not be in any specific form.


 


“Repurchase
Mortgage File”:     With respect to any repurchase of any Mortgage Loan Seller Percentage Interest in the Mortgage Loan,
the portion of Mortgage File related to such Mortgage Loan Seller Percentage Interest.


 


“Repurchase
Price”:     An amount (without duplication) equal to (A) with respect to any repurchase of the Mortgage Loan (or any Mortgage
Loan Seller Percentage Interest therein) by the applicable Mortgage Loan Seller pursuant to Section 8 of each Mortgage Loan Purchase
Agreement, the sum of (i) the unpaid principal balance of the Mortgage Loan, (ii) accrued and unpaid interest on the
Mortgage Loan at the Mortgage Rate (exclusive of the Default Interest) to and including the last day of the related Interest Accrual
Period in which the repurchase is to occur, (iii) unreimbursed Property Protection Advances and Administrative Advances together
with interest on such Advances, (iv) an amount equal to all interest on outstanding Monthly Payment Advances, (v) any
unpaid Trust Fund Expenses and (vi) any other out-of-pocket expenses reasonably incurred or expected to be incurred by the
Servicer, the Special Servicer, the Certificate Administrator or the Trustee arising out of the enforcement of the repurchase obligation,
and (B) with respect to any sale of the Whole Loan pursuant to Section 3.16, the sum of (i) the unpaid principal balance
of the Whole Loan, (ii) accrued and unpaid interest on the Whole Loan at the Mortgage Rate (exclusive of the Default Interest)
to and including the last day of the related Interest Accrual Period in which the sale is to occur, (iii) unreimbursed Property
Protection Advances and Administrative Advances together with interest on such Advances, (iv) an amount equal to all interest
on outstanding Monthly Payment Advances and Companion Loan Advances, (v) any unpaid Trust Fund Expenses and (vi) any
other out-of-pocket expenses reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee arising out of the sale of the Whole Loan. No Liquidation Fee shall be paid by any Mortgage Loan Seller
in connection with a repurchase of the Mortgage Loan (or any Mortgage Loan Seller Percentage Interest therein) pursuant to the
Mortgage Loan Purchase Agreements.


 


“Repurchase
Request”:     As defined in Section 2.7(a).


 


“Repurchase
Request Withdrawal”:     As defined in Section 2.7(a).


 


“Requesting
Party”:     As defined in Section 3.26(a).


 


“Required Advance
Amount”:     With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Payment Advance
(taking into account any Appraisal Reduction Amount allocable to the Mortgage Loan as of such Distribution Date) that would be
required to be made on the related Remittance Date by the Servicer pursuant to this Agreement if


 






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the Borrowers have not made any
portion of the Monthly Payment (or an Assumed Monthly Payment) for the related Loan Payment Date or Assumed Loan Payment Date less
(b) the aggregate compensation payable on such Remittance Date to the Servicer in respect of the Servicing Fee and to the
Certificate Administrator in respect of the Certificate Administrator Fee (including the portion that is the Trustee Fee) and to
CREFC® in respect of the CREFC® Intellectual Property Royalty License Fee.


 


“Reserve Account”:
    Any reserve account required to be maintained under the Loan Agreement and the Cash Management Agreement.


 


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


 


“Responsible
Officer”:     With respect to (i) the Trustee and the Certificate Administrator, any director, vice president, assistant
vice president, assistant secretary, treasurer, assistant treasurer, trust officer or other officer in the Corporate Trust department
of the Trustee or the Certificate Administrator, as the case may be, having direct responsibility for the administration of this
Agreement, and (ii) the Depositor, any director, vice president, assistant vice president, assistant secretary, treasurer, assistant
treasurer, trust officer or any other officer of the Depositor, customarily performing functions similar to those performed by
any of the above-designated officers with direct responsibility for the administration of this Agreement and also, with respect
to a particular matter, 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 or other document required to be signed by a Responsible Officer, an authorized
signatory whose name and specimen signature appears on a list furnished to the Servicer or the Special Servicer, as applicable,
by the Depositor, as such list may from time to time be amended.


 


“Restricted
Period”:     As defined in Section 5.2(a).


 


“Rule 144A”:
    As defined in Section 5.2(b).


 


“Rule 144A
Global Certificate”:     As defined in Section 5.2(b).


 


“Rule 15Ga-1
Notice”:     As defined in Section 2.7(a).


 


“Rule 15Ga-1
Notice Provider”:     As defined in Section 2.7(a).


 


“S&P”:
    Standard & Poor’s Ratings Services, and its successors in interest.


 


“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”:     With respect to an Other Securitization Trust that is subject to the reporting requirements of the Exchange
Act, the certification required to be filed together with such Other Securitization Trust’s Exchange Act report on Form 10-K
pursuant to Rule 13a-14 and Rule 15d-14 of the Exchange Act.


 






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“Sequential
Order”:     With respect to (i) payments in respect of principal of the Sequential Pay Certificates on any Distribution Date,
the Class A, Class B, Class C, Class D and Class E Certificates, in that order; and (ii) payments in respect of
interest on the Regular Certificates on any Distribution Date, first, to the Class A, Class X-A and Class X-B
Certificates, on a pro rata basis, based on the Interest Distribution Amounts of such Classes of Certificates, and then
sequentially to the Class B, Class C, Class D and Class E Certificates, in that order. In each case under clauses (i) and (ii),
such payments shall be made until the principal or interest, as applicable, to which each such Class is entitled is paid in full.


 


“Sequential
Pay Certificates”:     The Class A, Class B, Class C, Class D and Class E Certificates.


 


“Servicer”:
    Wells Fargo Bank, National Association, in its capacity as servicer, and its successors in interest and assigns, or if any successor
servicer is appointed as herein provided, such successor servicer.


 


“Servicer Customary
Expense”:     As defined in Section 3.17.


 


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


 


“Servicer Servicing
Personnel”:    The divisions and individuals of the Servicer who are involved in the performance of the duties of the Servicer
under this Agreement.


 


“Servicer Termination
Event”:     As defined in Section 7.1(a).


 


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


 


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


 


“Servicing Fee”:
    A fee payable monthly to the Servicer pursuant to Section 3.17 equal to the sum of the Primary Servicing Fee plus
the Master Servicing Fee. For the avoidance of doubt, the Servicing Fee shall be deemed to be payable from the Lower-Tier REMIC.


 






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“Servicing Function
Participant”:     Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person (including the Trustee, the Certificate
Administrator and the Custodian), other than the Servicer and the Special Servicer, that is performing activities that address
the Applicable Servicing Criteria as of any date of determination. The Trustee is a Servicing Function Participant only if, and
for such time as, it has made an Advance during any calendar year covered by an annual report on assessment of compliance with
servicing criteria.


 


“Servicing Officer”:
    Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and servicing of the Whole
Loan whose name and specimen signature appear on a list of servicing officers furnished to the Trustee and the Certificate Administrator
on the Closing Date by the Servicer or the Special Servicer, as applicable, in the form of an Officer’s Certificate, as such
list may from time to time be amended.


 


“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 Mortgage Loan Lender under the
Loan Documents. The parties to this Agreement acknowledge that the date on which quarterly financial statements are required to
be delivered to the Mortgage Loan Lender under the Loan Documents is, with respect to net operating income information, thirty
(20) days following the end of each fiscal quarter, subject to Section 5.1.11 of the 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. The parties to this Agreement acknowledge that the date on which annual financial statements are required
to be delivered to the Mortgage Loan Lender under the Loan Documents is, with respect to net operating income information, seventy-five
(75) days following the end of each fiscal year, as applicable, subject to Section 5.1.11 of the Loan Agreement.


 


“Similar Law”:
    As defined in Section 5.3(m).


 


“Special Notice”:
    As defined in Section 5.6.


 


“Special Servicer”:
    Wells Fargo Bank, National Association, in its capacity as special servicer, and its successors in interest and assigns, or if
any successor Special Servicer is appointed as herein provided, such successor Special Servicer.


 


“Special Servicer
Customary Expense”:     As defined in Section 3.17.


 


“Special Servicer
Servicing Personnel”:     The divisions and individuals of the Special Servicer who are involved in the performance of the
duties of the Special Servicer under this Agreement.


 


“Special Servicer
Termination Event”:     As defined in Section 7.1(a).


 


“Special Servicing
Fee”:     With respect to the Specially Serviced Mortgage Loan, a fee payable monthly to the Special Servicer equal to an
amount computed on the basis of the


 






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same principal amount and for the same period respecting which any related interest payment
on the Whole Loan is computed, at a rate of 0.25% (25 basis points) per annum until the Special Servicing Loan Event with
respect to such Specially Serviced Mortgage Loan no longer exists. Such fee shall be in addition to, and not in lieu of, any other
fee or other sum payable to the Special Servicer under this Agreement. For the avoidance of doubt, the intent of Section 10.13
of the Loan Agreement is to require the Borrowers to be responsible for the payment of Special Servicing Fees and the Special Servicer
shall be entitled to, and may collect, any Special Servicing Fees payable to it from the Borrowers pursuant to such Section 10.13
of the Loan Agreement as would be calculated hereunder. For the avoidance of doubt, the Special Servicing Fee shall be deemed payable
from the Lower-Tier REMIC and shall only accrue for the actual number of days that the Special Servicing Loan Event exists.


 


“Special Servicing
Loan Event”:     With respect to the Whole Loan, Mortgage Loan or any Companion Loan, (i) the Borrowers have not made
two (2) consecutive Monthly Payments (and has not cured at least one such delinquency by the next Loan Payment Date under the Loan
Documents) in respect of the Whole Loan; (ii) the Servicer and/or the Trustee have made three (3) consecutive Monthly Payment
Advances with respect to the Mortgage Loan, or any Other Servicer and/or Other Trustee under any Other Pooling and Servicing Agreement
have made three (3) consecutive Companion Loan Advances with respect to the related Companion Loan (in each case, regardless of
whether such Monthly Payment Advances or Companion Loan Advances, as applicable, have been reimbursed); (iii) the Borrowers
fail to make the Balloon Payment, if any, when due, and the Borrowers have not delivered to the Servicer, on or before the due
date of such Balloon Payment, a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and
substance to the Servicer that provides that such refinancing will occur within one hundred twenty (120) days after the date on
which such Balloon Payment will become due (provided that a Special Servicing Loan Event will occur if either (x) such
refinancing does not occur before the expiration of the time period for refinancing specified in such binding commitment or (y) the
Servicer is required to make a Monthly Payment Advance at any time prior to such refinancing); (iv) the Servicer has received
notice that a Borrower has become the subject as debtor of any bankruptcy, insolvency or similar proceeding, admitted in writing
the inability to pay its debts as they come due or made an assignment for the benefit of creditors; (v) the Servicer has received
notice of a foreclosure or threatened foreclosure of any lien on any of the Properties securing the Whole Loan; (vi) a Borrower
has expressed in writing to the Servicer an inability to pay the amounts owed under the Whole Loan, the Mortgage Loan or any Companion
Loan in a timely manner, (vii) in the judgment of the Servicer (consistent with Accepted Servicing Practices), and in consultation
with the Controlling Class Certificateholder (or the Controlling Class Representative on its behalf) during any Subordinate Control
Period or Subordinate Consultation Period, a default in the payment of principal or interest under the Whole Loan, the Mortgage
Loan or any Companion Loan is reasonably foreseeable unless (a) such reasonably foreseeable default is solely related to a
reasonably foreseeable default in the payment of the Balloon Payment on the Maturity Date, (b) the Borrowers request the extension
of the Maturity Date, (c) the Servicer (with the consent of the Special Servicer), grants an extension of the Maturity Date
pursuant to Section 3.24 hereof and subject to the terms of the Intercreditor Agreement and (d) such extension
occurs prior to the Maturity Date; or (viii) a default under the Whole Loan, the Mortgage Loan or any Companion Loan of which
the Servicer has notice (other than a failure by the Borrowers to pay principal or interest) and that materially and adversely
affects the interests of the Certificateholders or any


 






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Companion Loan Holder has occurred and remains unremedied for the applicable
grace period specified in the Loan Documents (or, if no grace period is specified, sixty (60) days); provided, that a Special
Servicing Loan Event will cease (a) with respect to the circumstances described in any of clauses (i), (ii) and (iii)
above, when the Borrowers have brought the Whole Loan current (including pursuant to the workout of the Whole Loan) and, with respect
to clauses (i) and (ii) above, after the occurrence of such event when the Borrowers have made three (3) consecutive full
and timely Monthly Payments on the Whole Loan, or (b) with respect to the circumstances described in clauses (iv), (v),
(vi), (vii) and (viii) above, when such circumstances cease to exist in the judgment of the Special Servicer (consistent with Accepted
Servicing Practices); provided, in any case, that at that time no other circumstance exists (as described above) that would
constitute a Special Servicing Loan Event.


 


“Specially Serviced
Mortgage Loan”:     As of any date of determination, the Whole Loan, Mortgage Loan or Companion Loan after the occurrence
and during the continuance of a Special Servicing Loan Event.


 


“Startup Day”:
    As defined in Section 13.1(c).


 


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


 


“Subordinate
Consultation Period”:     Any period when both (i) the Certificate Balance of the Class E Certificates (taking into account
the application of Appraisal Reduction Amounts allocated to the Mortgage Loan to notionally reduce the Certificate Balance of such
Certificates) is less than 25% of the initial Certificate Balance of the Class E Certificates and (ii) the Certificate Balance
of the Class E Certificates (without regard to the application of Appraisal Reduction Amounts allocated to the Mortgage Loan and
allocated to the Class E Certificates) is at least 25% of the initial Certificate Balance of the Class E Certificates; provided,
if a majority of the Controlling Class, by Certificate Balance in the aggregate, is directly or indirectly held by the Guarantor,
the Loan Sponsor, the Property Manager, an affiliate of any of the Guarantor or the Loan Sponsor or the Property Manager, or a
Borrower or a Borrower Affiliate, then a Subordinate Consultation Period will be deemed not to be in effect.


 


“Subordinate
Control Period”:     Any period when the Certificate Balance of the Class E Certificates (taking into account the application
of Appraisal Reduction Amounts allocated to the Mortgage Loan to notionally reduce the Certificate Balance of such Certificates)
is at least 25% of the initial Certificate Balance of the Class E Certificates; provided, (A) if at any time the Certificate
Balances of the Class A, Class B, Class C and Class D Certificates have been reduced to zero as a result of the allocation of principal
payments on the Mortgage Loan, then a Subordinate Control Period shall be deemed to then be in effect, and (B) if a majority of
the Controlling Class, by Certificate Balance in the aggregate, is directly or indirectly held by the Guarantor, the Loan Sponsor,
the Property Manager, an affiliate of any of the Guarantor or the


 






    	-59-



    	 



    

 


Loan Sponsor or the Property Manager, or a Borrower or a Borrower
Affiliate, then a Subordinate Control Period will be deemed not to be in effect.


 


“Sub-Servicer”:    
Any Person that (i) is a Servicing Function Participant, (ii) Services the Mortgage Loan on behalf of the Trust, the Servicer,
the Special Servicer, the Certificate Administrator or any other Sub-Servicer and (iii) is responsible for the performance
(whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the servicing functions required to be
performed by the Trust, the Certificate Administrator, the Servicer, the Special Servicer, Servicing Function Participant or an
Additional Servicer, under this Agreement or any sub-servicing agreement (including any primary servicing agreement), with respect
to the Mortgage Loan, that are identified in Item 1122(d) of Regulation AB.


 


“Successor Manager”:
    Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trust Fund, to serve as manager of
a Foreclosed Property, which designation, as evidenced by written confirmation from each Rating Agency, will not result in the
downgrade, withdrawal or qualification of the ratings assigned to the Certificates by such Rating Agency.


 


“Tax Matters
Person”:     The Person designated as the “tax matters person” of the Upper-Tier REMIC and the Lower-Tier REMIC,
pursuant to Treasury Regulations Section 1.860F-4(d).


 


“Temporary Regulation S
Global Certificate”:     As defined in Section 5.2(a).


 


“Terminated
Party”:    As defined in Section 7.1(h).


 


“Terminating
Party”:    As defined in Section 7.1(h).


 


“Transferee
Affidavit”:     As defined in Section 5.3(n)(ii).


 


“Transferor
Letter”:     As defined in Section 5.3(n)(ii).


 


“Treasury”:    
The United States Department of the Treasury.


 


“Trust”:
    The trust formed pursuant to this Agreement.


 


“Trust Fund”:
    The corpus of the Trust created by this Agreement, consisting of (i) the Mortgage Loan, including the Trust Notes together
with the Mortgage File relating thereto; (ii) all scheduled and unscheduled payments on or collections in respect of the Trust
Notes; (iii) any Foreclosed Property (but only to the extent of the Trust’s interest therein) and Foreclosed Property
Account (but only to the extent of the Trust’s interest therein); (iv) all revenues received in respect of any Foreclosed
Property (but only to the extent of the Trust’s interest therein); (v) the Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Properties
required to be maintained pursuant to this Agreement and any proceeds thereof (but only to the extent of the Trust’s interest
therein); (vi) any Collateral Security Documents; (vii) any indemnities or guaranties given as additional security for
the Trust Notes (including any environmental indemnity agreements relating to the Properties) (but only to the extent of the Trust’s
interest


 






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therein); (viii) all funds deposited in the Collection Account (but only to the extent of the Trust’s interest
therein), the Interest Reserve Account and the Distribution Account, including reinvestment income thereon (except as otherwise
provided herein); (ix) the rights and remedies of the Depositor under each of the Mortgage Loan Purchase Agreements; (x) the
security interest in the Reserve Accounts granted pursuant to Section 2.1 (but only to the extent of the Trust’s
interest therein); (xi) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier
REMIC; (xii) the Uncertificated Lower-Tier Interests; and (xiii) the proceeds of any of the foregoing.


 


“Trust Fund
Expenses”: Any unanticipated and certain other default related expenses incurred by the Trust Fund (including, without
limitation, all interest on Advances and all Borrower Reimbursable Trust Fund Expenses, to the extent not reimbursed by the Borrowers)
and all other amounts (such as indemnification payments to any party to this Agreement) permitted to be retained, reimbursed or
withdrawn and remitted by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, from
the Collection Account or the Distribution Account pursuant to this Agreement.


 


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


 


“Trustee Fee”:
The portion of the Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee pursuant to Section 8.5
which will accrue at the Trustee Fee Rate. For the avoidance of doubt, the Trustee Fee shall be deemed payable from the Lower-Tier
REMIC.


 


“Trust Notes”:
As defined in the Introductory Statement.


 


“Trustee Personnel”:
The divisions and individuals of the Trustee who are involved in the performance of the duties of the Trustee under this Agreement.


 


“Uncertificated
Lower-Tier Interest”: Any of the Class LA, Class LB, Class LC, Class LD and Class LE Uncertificated Interests.


 


“Uninsured Cause”:
Any cause of damage to property of the Borrowers subject to the Mortgages such that the complete restoration of such property is
not fully reimbursable (but without regard to any applicable deductible provisions) by any insurance policy required to be maintained
with respect thereto pursuant to the terms of the Loan Documents or this Agreement.


 


“Unscheduled
Payments”: With respect to any Distribution Date, all payments and collections received by the Servicer, the Special
Servicer, the Trustee or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or upon foreclosure or
liquidation of any related Properties (net of related foreclosure expenses and Liquidation Expenses) during the related Collection
Period including, but not limited to, prepayments due to acceleration of the Mortgage Loan, Net Liquidation Proceeds, Insurance
Proceeds, Condemnation Proceeds (to the extent not made available for the repair or restoration of a Property or the affected portion
of any Property), Net Foreclosure Proceeds, voluntary


 






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prepayments and other payments and collections on the Mortgage Loan not scheduled
to be received, other than Monthly Payments or the Balloon Payment, if any.


 


“Upper-Tier
Distribution Account”:     A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Upper-Tier
REMIC.


 


“Upper-Tier
REMIC”:     One of the two separate REMICs comprising the Trust Fund, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier Distribution Account.


 


“U.S. Person”:    
A Person that is (i) a citizen or resident of the United States, (ii) a corporation or partnership (except as provided
in applicable Treasury regulations) created or organized in or under the laws of the United States, any State or the District of
Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, (iii) an estate whose
income is subject to United States federal income tax regardless of its source, (iv) 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 as applicable Treasury regulations, certain
trusts in existence on August 20, 1996 that have elected to be treated as a U.S. Person) or (v) any other Person that
is disregarded as separate from its owner for U.S. federal income tax purposes and whose owner is described in clauses (i)
through (iv) above.


 


“Voting Rights”:
    The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At any
time that any Certificates are outstanding, the Voting Rights shall be allocated among the respective Classes of Certificateholders
as follows: (1) (x) except as described in clause (y) of this clause (1), 5% in the aggregate to the Class X-A and Class
X-B Certificates (for so long as the Notional Amounts of such Classes have not been reduced to zero) allocated to such Classes
pro rata, based on their respective Notional Amounts and (y) 0% to the Class X Certificates in the case of votes pertaining
to terminating and replacing the Special Servicer as set forth in Section 7.1 and (2) in the case of any other
Class of Certificates (other than the Class R Certificates), a percentage equal to the product of (x) the percentage of Voting
Rights remaining after allocations in clause (1) above, and (y) a percentage equal to the aggregate Certificate Balance (and
in connection with certain votes under this Agreement, including any vote to remove and replace the Special Servicer pursuant to
Section 7.1, taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated
to the Mortgage Loan and allocated to the Sequential Pay Certificates) of the Class, in each case, determined as of the prior Distribution
Date, divided by the aggregate Certificate Balance (and in connection with certain votes under this Agreement, including any vote
to remove and replace the Special Servicer pursuant to Section 7.1, taking into account any notional reduction in the Certificate
Balance, for Appraisal Reduction Amounts allocated to the Mortgage Loan and allocated to the Sequential Pay Certificates) of all
Classes of Certificates, each determined as of the prior Distribution Date. The Class R Certificates shall not be entitled to any
Voting Rights.


 


“Withheld Amounts”:
    As defined in Section 3.4(d).


 


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


 






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“Work-out Fee”:    
A fee payable to the Special Servicer pursuant to Section 3.17 equal to 0.50% (50 basis points) of each payment of
principal and interest (other than Default Interest) made on the Whole Loan following resolution of a Special Servicing Loan Event
by a written agreement with the Borrowers negotiated by the Special Servicer for so long as another Special Servicing Loan Event
does not occur. For the avoidance of doubt, the intent of Section 10.13 of the Loan Agreement is to require the Borrowers
to be responsible for the payment of Work-out Fees and the Special Servicer will be entitled to, and may collect, any Work-out
Fees payable to it from the Borrowers pursuant to such Section 10.13 of the Loan Agreement as would be calculated hereunder.
Notwithstanding the foregoing, the Work-out Fee with respect to the Specially Serviced Mortgage Loan once the Special Servicing
Loan Event has ceased shall be reduced by any Modification Fees paid by or on behalf of the Borrowers and received by the Special
Servicer as compensation, but only to the extent those fees have not previously been deducted from a Work-out Fee or Liquidation
Fee.


 


“Yield Maintenance
Premium”:     Yield Maintenance Premium and Yield Maintenance Default Premium, as applicable, as defined in the Loan Agreement,
and as calculated by the Servicer or the Special Servicer, as applicable.


 


1.2.      Interpretation.
   (a)  Whenever this Agreement refers to a Distribution Date and a “related” Collection Period, Interest Accrual
Period or Loan Payment Date, such reference shall be to the Collection Period, Interest Accrual Period or Loan Payment Date, as
applicable, immediately preceding such Distribution Date.


 


(b)       Whenever this Agreement refers to a Distribution Date and an “applicable” Pass-Through Rate, such reference
shall be to the Pass-Through Rate for the applicable Class for the related Interest Accrual Period.


 


(c)       The words “hereof”, “herein”, and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and
Exhibit references contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise
specified.


 


(d)       Interest on the Certificates (other than the Class R Certificates) shall be computed on the basis of a 360-day year consisting
of twelve 30-day months.


 


(e)       With respect to any indemnification provisions in this Agreement providing that a party to this Agreement is required to
indemnify another party to this Agreement for attorney’s fees and expenses, such fees and expenses are intended to include
attorney’s fees and expenses relating to the enforcement of such indemnity.


 


1.3.      Certain Calculations in Respect of the Mortgage Loan.    (a)  The Servicer shall apply all amounts collected
by or on behalf of the Trust in respect of the Mortgage Loan in the form of payments from the Borrowers, Liquidation Proceeds (only
the portion of such Liquidation Proceeds that are allocable to the Mortgage Loan pursuant to the terms of the Intercreditor Agreement
will be available for distribution to Certificateholders), Condemnation Proceeds (to the extent not made available for the repair
or restoration of a Property or the


 






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affected portion of any Property) and Insurance Proceeds (excluding any amounts payable to
the Companion Loan Holders pursuant to the Intercreditor Agreement), to amounts due and owing under the Loan Documents and the
Intercreditor Agreement (including for principal and accrued and unpaid interest) in accordance with the express provisions of
the Loan Documents and the Intercreditor Agreement; provided, however, in the absence of such express provisions
in the Loan Documents and/or the Intercreditor Agreement or if and to the extent that such terms authorize the Mortgage Loan Lender
to use its discretion and in any event for purposes of calculating distributions hereunder after a Mortgage Loan Event of Default,
the Servicer shall apply all such amounts collected in respect of the Mortgage Loan (exclusive of any amounts payable to the Companion
Loan Holders pursuant to the terms of the Intercreditor Agreement) in the following order of priority: first, as a recovery
of any related and unreimbursed Advances plus interest accrued thereon and, without duplication, unreimbursed Borrower Reimbursable
Trust Fund Expenses allocated to the Mortgage Loan; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable
Advances to the extent previously reimbursed from principal collections with respect to the Mortgage Loan (which amount is required
to be treated as a collection on the Mortgage Loan in respect of principal in calculating the Regular Principal Distribution Amount);
third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid
interest on the Mortgage Loan (exclusive of Default Interest) to the extent of the excess of (i) accrued and unpaid interest
on the Mortgage Loan at the Mortgage Rate (without giving effect to any increase in the Mortgage Rate required under the Loan Agreement
as a result of a default under the Mortgage Loan) to, but not including, the date of receipt by or on behalf of the Trust (or,
in the case of a full Monthly Payment from the Borrowers, through the related Distribution Date), over (ii) the cumulative
amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Mortgage
Loan that have occurred in connection with Appraisal Reduction Amounts allocated to the Mortgage Loan (to the extent that collections
have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates);
fourth, as a recovery of principal of the Mortgage Loan then due and owing, including by reason of acceleration of the Mortgage
Loan following a Mortgage Loan Event of Default (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the
extent of its entire remaining unpaid principal balance); fifth, as a recovery of accrued and unpaid interest on the Mortgage
Loan to the extent of the cumulative amounts of reductions (if any) in the amount of the interest portion of the related Monthly
Payment Advances for the Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts allocated to the
Mortgage Loan (to the extent collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth
on earlier dates); sixth, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future
payment of, real estate taxes, assessments and insurance premiums and similar items; seventh, as a recovery of any other
reserves to the extent then required to be held in escrow; eighth, as a recovery of any Yield Maintenance Premium then due
and owing under the Mortgage Loan; ninth, as a recovery of any Default Interest or late charges then due and owing
under the Mortgage Loan; tenth, as a recovery of any assumption fees, assumption application fees, consent fees, defeasance
fees, release fees, substitution fees, Modification Fees and similar fees then due and owing under the Mortgage Loan; and eleventh,
as a recovery of any other amounts then due and owing under the Mortgage Loan; provided that, to the extent required
under the REMIC Provisions to preserve the status of each REMIC formed hereunder as a REMIC or otherwise prevent the imposition
of any tax


 






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thereon, payment or proceeds received with respect to the release of an individual Property or any partial release of
a Property (including following a condemnation) from the lien of the related Mortgage and the other Loan Documents at a time when
the loan-to-value ratio of the Mortgage Loan (or the Whole Loan) exceeds 125% (based solely upon the value of the remaining real
property and excluding any personal property or going concern value) must be applied to reduce the principal balance of the Mortgage
Loan in the manner permitted by the REMIC Provisions.


 


(b)       Collections by or on behalf of the Trust in respect of each Foreclosed Property (exclusive of amounts to be applied to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property, and exclusive of any
amounts payable to the Companion Loan Holders pursuant to the terms of the Intercreditor Agreement) shall be applied in the following
order of priority: first, as a recovery of any related and unreimbursed Advances plus interest accrued on such Advances
and, without duplication, unreimbursed Borrower Reimbursable Trust Fund Expenses allocated to the Mortgage Loan; second,
as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances to the extent previously reimbursed from principal
collections with respect to the Mortgage Loan (which amount is required to be treated as a collection on the Mortgage Loan in respect
of principal in calculating the Regular Principal Distribution Amount); third, to the extent not previously allocated pursuant
to clause first above, as a recovery of accrued and unpaid interest on the Mortgage Loan (exclusive of Default Interest)
to the extent of the excess of (i) accrued and unpaid interest on the Mortgage Loan at the Mortgage Rate (without giving effect
to any increase in the Mortgage Rate required under the Loan Agreement as a result of a default under the Mortgage Loan) to, but
not including, the Loan Payment Date in the Collection Period in which such collections were received, over (ii) the cumulative
amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Mortgage
Loan that have occurred in connection with Appraisal Reduction Amounts allocated to the Mortgage Loan (to the extent that collections
have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below or clause fifth
of subsection (a) above on earlier dates); fourth, as a recovery of principal of the Mortgage Loan to the extent of its
entire unpaid principal balance; fifth, as a recovery of accrued and unpaid interest on the Mortgage Loan to the extent
of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances
for the Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts allocated to the Mortgage Loan
(to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth
or clause fifth of subsection (a) above on earlier dates); sixth, as a recovery of any Yield Maintenance Premium
then due and owing under the Mortgage Loan; seventh, as a recovery of any Default Interest or late charges then deemed to
be due and owing under the Mortgage Loan; eighth, as a recovery of any assumption fees, assumption application fees, consent
fees, defeasance fees, release fees, substitution fees, Modification Fees and similar fees then due and owing under the Mortgage
Loan; and ninth, as a recovery of any other amounts deemed to be due and owing in respect of the Mortgage Loan.


 


(c)       All net present value calculations and determinations made under this Agreement with respect to the Whole Loan, the Mortgage
Loan, any Companion Loan or a Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing
Practices”) shall be made by the Servicer or the Special Servicer, as applicable, using a discount


 






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rate appropriate for the
type of cash flows being discounted; namely (i) for principal and interest payments on the Mortgage Loan or such Companion
Loan or sale of the Mortgage Loan or such Companion Loan if it is a defaulted loan, the highest of (1) the rate determined
by the Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Borrowers
on similar debt of the Borrowers as of such date of determination, (2) the Mortgage Rate, and (3) the yield on the most
recently issued 10-year U.S. treasuries and (ii) for all other cash flows, including property cash flow, the “discount
rate” set forth in the most recent Appraisal (or update of such Appraisal).


 


2.                 
DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES


 


2.1.      Creation
and Declaration of Trust; Conveyance of the Mortgage Loan. (a)  The Depositor, concurrently with the execution
and delivery hereof, does hereby establish a trust designated as “MSJP 2015-HAUL”, hereby sells, transfers,
assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee (on behalf of the
Lower-Tier REMIC) for the benefit of the Upper-Tier REMIC and the Certificateholders, without recourse (except to the extent
otherwise provided herein and in the Loan Documents), the Depositor’s right, title and interest, whether now owned or
hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the
definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under
the Mortgage Loan Purchase Agreements, (ii) all right, title and interest of the Depositor in, to and under the Reserve
Accounts, (iii) all right, title and interest of the Depositor in and to the Mortgage Loan as of the Closing Date and
(iv) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such
sale, transfer and assignment include any related escrow accounts and any security interest under the Mortgage Loan
(whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required
to be made to the Depositor by the Borrowers or any other party under the Loan Documents relating to the Mortgage Loan. Such
sale, transfer and assignment further include all Loan Documents relating to the Mortgage Loan.


 


(b)       In
connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Certificate Administrator,
in its capacity as Custodian (i) the original Trust Notes (or if any Trust Note has been lost, a lost note affidavit with
respect to such Trust Note), endorsed without recourse to the order of the Trustee in the following form: “Pay to the order
of U.S. Bank National Association, solely in its capacity as Trustee for the benefit of the Certificateholders of MSJP 2015-HAUL,
Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL, without recourse, representation or warranty”, which
Trust Notes and all endorsements thereon shall show a complete chain of endorsement from the original payee(s) to the Trustee
and (ii) on or before the date occurring fifteen (15) days after the Closing Date (the “Delivery Date”),
the following documents or instruments with respect to the Mortgage Loan (collectively with the original Trust Notes required
under clause (i) above, the “Mortgage File”), in each case executed by the parties thereto:


 


(A)      the original or a copy of the Loan Agreement, including all amendments thereto;


 






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(B)      the
original recorded counterpart of each Mortgage or a certified copy of the recorded counterparts of such Mortgage;


 


(C)      the
original Assignments of Mortgage, in favor of the Trustee and in a form that is complete and suitable for recording in the applicable
jurisdiction in which the related Property is located, to “U.S. Bank National Association, solely in its capacity as Trustee
for the benefit of the Certificateholders of MSJP 2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL,
and on behalf of the Companion Loan Holders”, without recourse, and an original copy of any intervening Assignment of Mortgage
(with evidence of recording thereon) showing a complete chain of assignments to the assignor(s) under each such Assignment of
Mortgage in favor of the Trustee;


 


(D)      if the related Assignment of Leases is separate from a Mortgage, the original assignment of Assignment of Leases, in favor
of the Trustee and in a form that is complete and suitable for recording in the applicable jurisdiction in which the related Property
is located, to “U.S. Bank National Association, solely in its capacity as Trustee for the benefit of the Certificateholders
of MSJP 2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL, and on behalf of the Companion Loan Holders”,
without recourse, which assignment may be effected in the related Assignment of Mortgage, and an original copy of any intervening
assignment of Assignment of Leases (with evidence of recording thereon) showing a complete chain of assignments to the assignor(s)
under the assignment of Assignment of Leases in favor of the Trustee;


 


(E)       a
copy of each executed Non-Trust Note;


 


(F)       an original or a copy of the Environmental Indemnity related to the Whole Loan;


 


(G)      an
original or a copy of the Lock Box Agreement;


 


(H)      the
original or a copy of any guaranty of the obligations of the Borrowers under the Loan Agreement together with, as applicable,
(A)  the original or copies of any intervening assignments of such guaranty showing a complete chain of assignment from the
Mortgage Loan Lender to the most recent assignee thereof prior to the Trustee, if any, and (B) an original or a copy of the
assignment of such guaranty executed by the most recent assignee thereof prior to the Trustee or, if none, by the Mortgage Loan
Lender;


 


(I)        an
original or a copy of the Cash Management Agreement;


 


(J)        where applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together
with a UCC-3 financing statement in a form that is complete and suitable for filing, disclosing the assignment from the secured
party named in such UCC-1 financing statement to the Trustee of the security interest in the personal property and other UCC collateral
constituting security for repayment of the Mortgage Loan;


 


(K)      the
original or a copy of the lender’s title insurance policies obtained in connection with the origination of the Whole Loan
(or marked, signed commitments to insure or pro forma title insurance policies), together with any endorsements thereto;


 






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(L)       an
original or a copy of any Assignment of Management Agreement and originals or copies of the currently effective Management Agreements,
if any, for the Properties;


 


(M)     an original or a copy of any Assignment of Dealership Contract and originals or copies of the currently effective Dealership
Contracts, if any, for the Properties;


 


(N)      [Reserved];


 


(O)      an original or a copy of the Intercreditor Agreement; and


 


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


 


provided that
if the Depositor cannot deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (ii)(B),
(C), (D) and (J) of this Section 2.1(b) with evidence of filing or recording thereon (if intended
to be recorded or filed), because of a delay caused by the public filing or recording office where such document or instrument
has been delivered for filing or recordation, the delivery requirements of Section 2.1 shall be deemed to have been
satisfied on a provisional basis as of the Delivery Date as to such non-delivered document or instrument, and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such
non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance
company or any Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for filing or recording) is
delivered to the Custodian on or before the Delivery Date, and either the original of such non-delivered document or instrument,
or a photocopy thereof (certified by the appropriate county recorder’s office, in the case of the documents and/or instruments
referred to in clauses (ii)(B), (C), (D) and (J) of this Section 2.1 (b) to be a true
and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered
to the Custodian within 180 days of the Closing Date (or within such longer period, not to exceed eighteen (18) months, after the
Closing Date as the Custodian shall consent to, which consent shall not be unreasonably withheld so long as the Depositor is, as
certified in writing to the Custodian no less often than every ninety (90) days, attempting in good faith to obtain from the appropriate
public filing office or county recorder’s office such original or photocopy).


 


The Depositor shall cause
the Mortgage Loan Sellers to provide the Servicer a copy of the Mortgage File on or prior to the Closing Date and promptly following
the Closing Date, at its own expense, with copies of all such other documents in its possession constituting part of the Mortgage
File.


 


In addition, the Depositor
shall deliver or cause to be delivered to the Servicer for its review, all required insurance policies or certificates issued by
the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment of premiums relating thereto
(which may consist of such policies or certificates).


 


Each Assignment of Mortgage,
assignment of Assignment of Leases (if any), assignment of Collateral Security Documents (to the extent such documents are required
to be


 






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recorded or filed) and UCC-3 financing statements to be filed in the appropriate filing offices or record depositories shall
be filed or recorded, as applicable, by the Mortgage Loan Sellers or the Depositor or its applicable designee, with instructions
to return all such recorded documents, or other evidences of filing issued by the applicable governmental offices, to the Custodian,
with a copy to the Servicer. If any such document is determined to be defective or not to be in compliance with the requirements
of the applicable filing office or recording depository, or if any such document is lost or returned unrecorded because of a defect
therein, the Custodian shall request that the Mortgage Loan Sellers (i) prepare a substitute document and (ii) file or record
(or cause to be filed or recorded) such substitute document in the appropriate filing offices or record depositories and deliver
a copy of the same to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.1(b), in
those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, assignment of Assignment
of Leases (if any) or assignment of a Collateral Security Document, if applicable, after any has been recorded, the obligations
of the Depositor hereunder and the obligations of the Mortgage Loan Sellers under the Mortgage Loan Purchase Agreements shall be
deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, Assignment of Mortgage, assignment of
Assignment of Leases (if any) or assignment of a Collateral Security Document, if applicable, certified by the public recording
office to be a true and complete copy of the recorded original thereof.


 


Notwithstanding anything
to the contrary contained in this Agreement, with respect to the Mortgage Loan, the obligations of each Mortgage Loan Seller to
deliver a Trust Note to the Trustee, or the Custodian appointed thereby, shall be limited to delivery of only the Trust Note held
by such party to the Trustee or the Custodian appointed thereby. With respect to the Mortgage Loan, the obligations of each Mortgage
Loan Seller to deliver the remaining portion of the Mortgage File or any document required to be delivered with respect thereto
shall be joint and several, provided that either of MSMCH and JPMCB may deliver one Mortgage File or one of any other document
required to be delivered with respect to the Mortgage Loan hereunder and such delivery shall be made in accordance with the terms
of this Agreement and shall satisfy such delivery requirements for each of MSMCH and JPMCB.


 


The ownership of the
Trust Notes, the Mortgages, the Collateral Security Documents and all other contents of the Mortgage File shall be vested in the
Trust or the Trustee in trust for the benefit of the Certificateholders and, other than with respect to the Trust Notes, the Companion
Loan Holders. The Depositor, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer agree to take
no action inconsistent with the Trustee’s ownership of the Mortgage Loan and to promptly indicate to all inquiring parties
that the Mortgage Loan has been sold and to claim no ownership interest in the Mortgage Loan. All original documents relating to
the Mortgage Loan that are not delivered to the Custodian on behalf of the Trustee are and shall be held by the Depositor, the
Servicer or the Special Servicer, as the case may be, in trust for the benefit of the Certificateholders. In the event that any
such original document is required pursuant to the terms of this Section 2.1(b) to be a part of a Mortgage File, such
document shall be delivered promptly to the Custodian on behalf of the Trustee.


 


The conveyance of the
Mortgage Loan and the related rights and property accomplished hereby is absolute and is intended by the Depositor to constitute
an absolute sale


 






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and transfer of the Mortgage Loan and such other related rights and property by the Depositor to the Trustee in
trust for the benefit of the Certificateholders, in exchange for the Certificates being sold by the Depositor. Furthermore, it
is not intended that such conveyance be a pledge of security for the Mortgage Loan. If such conveyance is determined to be a pledge
of security for the Mortgage Loan, however, the Depositor and the Trustee intend that the rights and obligations of the parties
to the Mortgage Loan shall be established pursuant to the terms of this Agreement. The Depositor and the Trustee also intend and
agree that, in such event, (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Depositor
shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in all of the Depositor’s
right, title and interest in and to the assets constituting the Trust Fund, including the Mortgage Loan subject hereto from time
to time, all amounts received on or with respect to the Mortgage Loan after the Closing Date, all amounts held from time to time
in the Collection Account, the Distribution Account, and, if established, any Foreclosed Property Account, and all of the Depositor’s
right, title and interest under the Mortgage Loan Purchase Agreements, (iii) the possession by the Custodian or its agent
of the Trust Notes with respect to the Mortgage Loan subject hereto from time to time 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” or
possession by a purchaser or Person designated by such secured party for the purpose of perfecting such security interest under
applicable law, and (iv) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees
or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law.


 


All relevant servicing
or loan documents and records in the possession of the Depositor or any Mortgage Loan Seller that relate to the Mortgage Loan and
that are not required to be a part of a Mortgage File in accordance with the definition thereof shall be delivered to the Servicer,
on or before the date that is thirty (30) days following the Closing Date and, to the extent actually received by the Servicer,
shall be held by the Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders. To the extent delivered
to the Servicer by the Mortgage Loan Sellers, the Servicer Mortgage File shall include, to the extent required to be (and actually)
delivered to the Mortgage Loan Sellers pursuant to the applicable Loan Documents, copies of each item set forth in the definition
of “Servicer Mortgage File” in this Agreement. Notwithstanding the foregoing, the Mortgage Loan Sellers shall not be
required to deliver any draft documents, or any attorney-client communications that are privileged communications or constitute
legal or other due diligence analyses or attorney work product, or internal communications of either Mortgage Loan Seller or its
respective affiliates among themselves or with their respective attorneys, or credit underwriting or other analyses or data (and,
if received, shall be returned and any copies thereof destroyed). Delivery of any of the foregoing documents to a sub-servicer
shall be deemed delivery to the Servicer and satisfy the Depositor’s obligations under this paragraph. Neither the Servicer
nor the Special Servicer shall have any liability for the absence of any of the foregoing items from the Servicer Mortgage File
if such item was not delivered to the Servicer by the Mortgage Loan Sellers.


 


2.2.      Acceptance by the Trustee and Certificate Administrator. (a)  By its execution and delivery of this Agreement,
the Trustee acknowledges the assignment to it of the Mortgage Loan in good faith without notice of adverse claims and the Custodian
declares that it


 






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holds and will hold or will cause to be held such documents as are delivered to it constituting the Mortgage File
(to the extent the documents constituting the Mortgage File are actually delivered to it) in trust, upon the conditions herein
set forth, for the use and benefit of all present and future Certificateholders and for the use and benefit of the Companion Loan
Holders.


 


(b)       The
execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator
in its capacity as Custodian that (i) the original Trust Notes specified in clause (b)(i) of the definition of “Mortgage
File” and all allonges thereto, if any, have been received by the Custodian on behalf of the Trustee; and (ii) each
such original Trust Note 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 Borrowers), (B) appears to have been executed and
(C) purports to relate to the Mortgage Loan. The Custodian agrees to review or cause to be reviewed the Mortgage File within
30 days after the Closing Date, and to deliver to the Depositor, each Mortgage Loan Seller, each Companion Loan Holder, the Servicer
and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents
referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear
regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrowers)
to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn, mutilated or otherwise
defaced, and appear on their faces to relate to the Mortgage Loan. The Custodian shall have no responsibility for reviewing the
Mortgage File except as expressly set forth in this Section 2.2(b). The Custodian shall be under no duty or obligation
to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid,
genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any
assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements
of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction,
to independently determine that any document has actually been filed or recorded in the appropriate office, that any document
is other than what it purports to be on its face, or whether the title insurance policies relate to the Properties.


 


(c)       Upon the first anniversary of the Closing Date, the Custodian shall (i) deliver to the Depositor, the Trustee, the
Certificate Administrator, each Mortgage Loan Seller, the Borrowers, the Servicer and the Special Servicer a final exception report
as to any remaining documents that are not in the Mortgage File and (ii) request that the Mortgage Loan Sellers cause such
document deficiency to be cured.


 


2.3.      Representations and Warranties of the Trustee. (a)  The Trustee hereby represents and warrants to the other
parties hereto, and for the benefit of the Certificateholders, that as of the Closing Date:


 


(i)        the
Trustee is a national banking association, duly organized, validly existing, and is in good standing under the laws of the United
States; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals
to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 






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(ii)       the
execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will
not violate the Trustee’s articles of association or constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to
which the Trustee is a party or which may be applicable to the Trustee or any of its assets, which default or breach of such material
contract, agreement or other instrument would have a material adverse effect on the Trustee’s performance of its obligations
hereunder;


 


(iii)      except
to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or
separate trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Trustee has
the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized
the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)      this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited
by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the
rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding
in equity or at law);


 


(v)       the
Trustee, to its actual knowledge, 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 or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United
States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Trustee or that would materially affect the performance of its duties hereunder
or thereunder;


 


(vi)      no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such
approval has been obtained prior to the Closing Date;


 


(vii)     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; and


 


(viii)    the
Trustee is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the
requirements of Section 8.6(b).


 






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(b)       The respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until
the termination of this Agreement, and shall inure to the benefit of the other parties hereto.


 


2.4.       Representations and Warranties of the Certificate Administrator. (a)  The Certificate Administrator hereby
represents and warrants to the other parties hereto, and for the benefit of the Certificateholders, that as of the Closing Date:


 


(i)        the
Certificate Administrator is a national banking association, duly organized, validly existing, and is in good standing under the
laws of the United States; the Certificate Administrator possesses and shall continue to possess all requisite authority, power,
licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under
this Agreement;


 


(ii)       the
execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of
this Agreement will not violate the Certificate Administrator’s articles of association or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate
Administrator or any of its assets, which default or breach of such material contract, agreement or other instrument would have
a material adverse effect on the Certificate Administrator’s performance of its obligations hereunder;


 


(iii)      except
to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-certificate
administrator or separate certificate administrator be appointed to act with respect to such properties as contemplated by Section 8.10,
the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)      this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to
or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law);


 


(v)       the
Certificate Administrator, to its actual knowledge, 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 or any order, law or regulation of any federal, state, municipal or governmental
agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially
and adversely affect the condition (financial or other) or operations of the


 






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Certificate
Administrator or that would materially affect the performance of its duties hereunder or thereunder;


 


(vi)      no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or
if required, such approval has been obtained prior to the Closing Date;


 


(vii)     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;
and


 


(viii)    the
Custodian is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the
requirements of Section 8.6(b).


 


(b)       The respective representations and warranties of the Certificate Administrator set forth in this Section 2.4
shall survive until the termination of this Agreement, and shall inure to the benefit of the other parties hereto.


 


2.5.      Representations
and Warranties of the Servicer and the Special Servicer. (a)  Wells Fargo Bank, National Association, as the Servicer
and Special Servicer, hereby represents and warrants to the other parties hereto, and for the benefit of the Certificateholders,
that as of the Closing Date:


 


(i)        it
is duly organized, validly existing and in good standing as a national banking association under the laws of the United States
of America, and throughout the term of this Agreement it shall remain such a national banking association, duly authorized and
qualified to transact business in the jurisdiction where any Property is located to the extent required by applicable law and
necessary to ensure the enforceability of the Whole Loan in accordance with the terms thereof and hereof; it possesses and shall
continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to
execute, deliver, and comply with its obligations under this Agreement;


 


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


 






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


 


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


 


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


 


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


 


(vii)     it
has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements
of Section 3.11(d).


 


(b)       The representations and warranties of the Servicer and the Special Servicer set forth in this Section 2.5 shall
survive until termination of this Agreement, and shall inure to the benefit of the parties hereto.


 


2.6.      Representations and Warranties of the Depositor.    (a)  The Depositor hereby represents and warrants to the
other parties hereto, and for the benefit of the Certificateholders, that as of the Closing Date:


 


(i)        the
Depositor is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, with
full power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations
under this Agreement, and to create the trust pursuant hereto;


 


(ii)       the
execution, delivery and performance of this Agreement by the Depositor have been duly authorized by all necessary corporate action
on the part of the Depositor; neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions
herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach of, or constitute
a default under (A) any of the provisions of any law, rule, regulation, judgment, decree or order binding on the Depositor,
(B) the organizational documents of the Depositor, or (C) the terms of any indenture or other agreement or instrument
to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it;


 


(iii)      the
execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby
and thereby


 






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do
not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect
of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior
to the date hereof;


 


(iv)      this
Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law);


 


(v)       there
are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, threatened or likely to be asserted
against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with
respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment
of the Depositor will be determined adversely to the Depositor and will, if determined adversely to the Depositor, materially
and adversely affect its ability to perform its obligations under this Agreement;


 


(vi)      the
Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default would materially and adversely affect the ability of the Depositor to perform
its obligations hereunder;


 


(vii)     other
than the actions taken pursuant to this Agreement, the Depositor has taken no action to impair or encumber the title to the Mortgage
Loan or to subject it to any offsets, defenses or counterclaims during the Depositor’s ownership thereof;


 


(viii)    the
Depositor is accounting for the transfer of the Mortgage Loan as a sale under generally accepted accounting principles and, for
federal income tax purposes;


 


(ix)       the
Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, will not be, insolvent; and


 


(x)        the
Depositor has not transferred the Mortgage Loan with an intent to hinder, delay or defraud its creditors.


 


(b)       The representations and warranties of the Depositor set forth in Section 2.5 shall survive until termination
of this Agreement, and shall inure to the benefit of the Certificateholders, the Trustee, the Certificate Administrator, the Servicer
and the Special Servicer.


 


(c)       Neither the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates. Subject to
Section 2.6(a) and (b), neither the Certificateholders, the Trustee or the Certificate Administrator on their
behalf shall have any rights or remedies


 






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against the Depositor for any losses or other claims in connection with the Certificates
or the Mortgage Loan except as expressly set forth herein.


 


2.7.      Representations
and Warranties Contained in the Mortgage Loan Purchase Agreements.    (a)  If (i) any party hereto (A) discovers
or receives notice alleging that any document required to be delivered to the Custodian pursuant to Section 2.1 is
not delivered as and when required, is not properly executed or is defective on its face (each, a “Defect”)
or (B) discovers or receives notice alleging a breach of any representation or warranty made by a Mortgage Loan Seller relating
to the Mortgage Loan as set forth in Exhibit A to a Mortgage Loan Purchase Agreement (a “Breach”) or (ii) the
Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase of the Mortgage Loan
(or any Mortgage Loan Seller Percentage Interest therein) alleging a Defect or Breach (any such request or demand, a “Repurchase
Request”), then such party shall give prompt written notice of such Defect, Breach or Repurchase Request to each Mortgage
Loan Seller, the other parties hereto and the 17g-5 Information Provider (which shall promptly post the same to the 17g-5 Information
Provider’s Website), to the extent notice has not previously been delivered to such Persons pursuant to this sentence, provided,
the Custodian shall have no obligation to determine if a Breach has occurred. The Special Servicer shall determine if any such
Defect or Breach materially and adversely affects the value of the Mortgage Loan or the interests of the Certificateholders therein
(any such Defect or Breach, a “Material Document Defect” and a “Material Breach,” respectively).
If such Defect or Breach has been determined to be a Material Document Defect or Material Breach, then the Special Servicer shall
promptly give written notice thereof to each Mortgage Loan Seller, the other parties hereto and the 17g-5 Information Provider
(which shall promptly post the same to the 17g-5 Information Provider’s Website). A Defect or Breach that causes the Mortgage
Loan to fail to be a “qualified mortgage”, within the meaning of Section 860G(a)(3) of the Code (without regard
to the rule in Treasury Regulations Sections 1.860G-2(f)(2) that treats certain “defective obligations” as “qualified
mortgages”) will automatically be a Material Document Defect or Material Breach, respectively. If such determination is
that the Defect or the Breach is a Material Document Defect or a Material Breach, the Special Servicer shall request that the
applicable Mortgage Loan Seller(s) (i) repurchase its respective Mortgage Loan Seller Percentage Interest in the Mortgage
Loan at an amount equal to the related Mortgage Loan Seller Percentage Interest of the Repurchase Price or (ii) promptly
cure such Material Document Defect or Material Breach, as the case may be, in each case in accordance with the terms of the related
Mortgage Loan Purchase Agreement. In the case of a Material Document Defect or Material Breach that causes the Mortgage Loan to
be other than a “qualified mortgage” within the meaning of Code Section 860G(a)(3), such repurchase or cure shall
occur within 85 days of the date of discovery of such Material Document Defect or Material Breach by any party to this Agreement.
If a Responsible Officer of the Certificate Administrator or a Servicing Officer of the Servicer or the Special Servicer, has
actual knowledge that either Mortgage Loan Seller has defaulted on its obligation to repurchase its related Mortgage Loan Seller
Percentage Interest in the Mortgage Loan under the related Mortgage Loan Purchase Agreement, such entity shall promptly notify
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, as applicable, and the Certificate Administrator
shall notify the Certificateholders of such default. The Special Servicer shall enforce the obligations of each Mortgage Loan
Seller under Section 8 of the applicable Mortgage Loan Purchase Agreement. Such enforcement, including, without limitation,
the legal prosecution of claims, shall be carried out in such form, to such extent and at such time as if it


 






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were, in its individual
capacity, the owner of the Mortgage Loan. The Special Servicer shall be reimbursed for the reasonable costs of such enforcement
(it being understood that a Liquidation Fee shall be payable to the Special Servicer as and only to the extent provided herein):
first, from a specific recovery of costs, expenses or attorneys’ fees against the applicable Mortgage Loan Seller;
second, out of the Repurchase Price (or the Mortgage Loan Seller Percentage Interest thereof), to the extent that such
expenses are a specific component thereof; and third, if at the conclusion of such enforcement action it is determined
that the amounts described in clauses first and second are insufficient, then pursuant to clause (viii) of Section 3.4(c)
out of collections on the Mortgage Loan on deposit in the Collection Account.


 


If the Special Servicer
or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously
received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”),
such party shall give written notice of such Repurchase Request Withdrawal to each Mortgage Loan Seller, the other parties hereto
and the 17g-5 Information Provider (which shall promptly post the same to the 17g-5 Information Provider’s Website), to the
extent notice has not previously been delivered to such Persons pursuant to this sentence.


 


Each notice of a Repurchase
Request or Repurchase Request Withdrawal required to be given by a party pursuant to this Section 2.7(a) (each, a “Rule
15Ga-1 Notice”) shall be given no later than the tenth (10th) Business Day after receipt of a Repurchase Communication
of such Repurchase Request or receipt of a Repurchase Communication of such Repurchase Request Withdrawal, and shall include (i) the
identity of the Mortgage Loan, (ii) the date such Repurchase Request was received or the date such Repurchase Request Withdrawal
was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request)
and (iv) in the case of Rule 15Ga-1 Notices provided by the Special Servicer, a statement as to whether the Special Servicer
currently plans to pursue such Repurchase Request.


 


In the event that the
Trustee, the Certificate Administrator or the Servicer receives a Repurchase Communication of a Repurchase Request or Repurchase
Request Withdrawal, such party shall promptly forward such Repurchase Request or Repurchase Request Withdrawal to the Special Servicer
and include the following statement in the related correspondence: “This is a “Repurchase Request” or a “Repurchase
Request Withdrawal” under Section 2.7(a) of the Trust and Servicing Agreement relating to the MSJP 2015-HAUL, Commercial
Mortgage Pass-Through Certificates, Series 2015-HAUL, requiring action by you as the recipient of such Repurchase Request or Repurchase
Request Withdrawal thereunder”. Upon receipt of such Repurchase Request or Repurchase Request Withdrawal by the Special Servicer,
the Special Servicer shall be deemed to be the recipient of such Repurchase Request or Repurchase Request Withdrawal, and the Special
Servicer shall comply with the notice procedures set forth in this Section 2.7(a) with respect to such Repurchase Request
or Repurchase Request Withdrawal.


 


No Person that is required
to provide a Rule 15Ga-1 Notice pursuant to this Section 2.7(a) (a “Rule 15Ga-1 Notice Provider”)
shall be required to provide any information in a Rule 15Ga-1 Notice that is protected by the attorney-client privilege or the
attorney work product doctrine. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided
pursuant to this Section 2.7(a) is so provided only to assist the related


 






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Mortgage Loan Seller, the Depositor and their
respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement
of law or regulation and (ii)(A) no action taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no information
provided pursuant to this Section 2.7(a) by a Rule 15Ga-1 Notice Provider in a Rule 15Ga-1 Notice shall be deemed to
constitute a waiver or defense to the exercise of any legal right that such Rule 15Ga-1 Notice Provider may have with respect to
the Mortgage Loan Purchase Agreements, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.


 


(b)           Upon
receipt by the Servicer from any Mortgage Loan Seller of its Mortgage Loan Seller Percentage Interest of the Repurchase Price
for the related Mortgage Loan Seller Percentage Interest in the Mortgage Loan, (i) the Servicer shall deposit such amount in the
Collection Account, and shall cause a Servicing Officer to certify to the Trustee and the Certificate Administrator as to the
receipt by the Servicer of the Mortgage Loan Seller Percentage Interest of the Repurchase Price and the deposit of the Mortgage
Loan Seller Percentage Interest of the Repurchase Price into the Collection Account pursuant to this Section 2.7(b)
and shall deliver to the Custodian a Request for Release, in the form of Exhibit B hereto, the Repurchase Mortgage File
related to the applicable Mortgage Loan Seller Percentage Interest in the Mortgage Loan, (ii) the Trustee and the Certificate
Administrator shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation
or warranty (except that the applicable Mortgage Loan Seller Percentage Interest in the Mortgage Loan is owned by the Trust and
is being sold free and clear of liens and encumbrances), as shall be prepared by such designee to vest in such designee the applicable
Mortgage Loan Seller Percentage Interest in the Mortgage Loan released pursuant hereto and the Certificate Administrator, the
Trustee, the Servicer and the Special Servicer shall have no further responsibility with regard to the related Mortgage Loan Seller
Percentage Interest in the Repurchase Mortgage File, (iii) the Custodian shall release the Repurchase Mortgage File pursuant to
the Request for Release and (iv) the Servicer shall release or cause to be released to the applicable Mortgage Loan Seller
any escrow payments and reserve funds held on the Trustee’s behalf, in respect of the related Mortgage Loan Seller Percentage
Interest in the Mortgage Loan (to the extent any action of the Servicer is required to be taken in order to release any such escrow
payments or reserve funds under the terms of the Loan Documents). If the Servicer continues to service the Whole Loan under this
Agreement pursuant to the terms of the Intercreditor Agreement following any Mortgage Loan Seller’s repurchase of its related
Mortgage Loan Seller Percentage Interest in the Mortgage Loan in accordance with the terms of the related Mortgage Loan Purchase
Agreement, then the Servicer shall not be required to make any Monthly Payment Advances with respect to such Mortgage Loan Seller
Percentage Interest in the Mortgage Loan.


 


To the extent that the
Mortgage Loan Sellers repurchase the Mortgage Loan as contemplated by Section 8 of the Mortgage Loan Purchase Agreements, unless
otherwise agreed to by each Mortgage Loan Seller and the Companion Loan Holders, the Whole Loan shall continue to be serviced by
the Servicer, and if applicable, the Special Servicer in accordance with the terms of this Agreement, on behalf of the Mortgage
Loan Sellers and the Companion Loan Holders as a collective whole, until the Mortgage Loan Sellers and the Companion Loan Holders
have entered into a co-lender agreement (the “New Intercreditor Agreement”) or have otherwise notified the Servicer,
the Special Servicer, the Custodian, the Certificate Administrator


 






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and the Trustee in writing. Unless otherwise agreed by the Mortgage
Loan Sellers and the Companion Loan Holders, the Servicer shall be the only Servicer under the New Intercreditor Agreement. Each
of the Mortgage Loan Sellers and the Companion Loan Holders shall contemporaneously work and mutually cooperate in good faith within
10 days after such repurchase to enter into the New Intercreditor Agreement reasonably satisfactory to the Mortgage Loan Sellers,
the Companion Loan Holders and, if applicable, the Depositor. Until a New Intercreditor Agreement is entered into and unless otherwise
agreed to by the Mortgage Loan Sellers and the Companion Loan Holders, all servicing and other decisions regarding the Whole Loan
shall be made by the Mortgage Loan Sellers and the Companion Loan Holders as and to the extent set forth in the Intercreditor Agreement.


 


Notwithstanding anything
contained herein to the contrary, to that extent that either Mortgage Loan Seller does not repurchase its respective Mortgage Loan
Seller Percentage Interest in the Mortgage Loan pursuant to Section 8 of the Mortgage Loan Purchase Agreements, (i) the Whole Loan
shall continue to be serviced by the Servicer and, if applicable, the Special Servicer, in accordance with the terms of this Agreement
and the Intercreditor Agreement on behalf of the repurchasing party, the Certificateholders and the Companion Loan Holders as a
collective whole, and the Servicer, or the Special Servicer, as applicable, shall be the sole representative of the Mortgage Loan
Lender in connection with any enforcement, bankruptcy or other proceeding, (ii) the Custodian shall retain all portions of the
Mortgage File (other than the Trust Note relating to the repurchasing Mortgage Loan Seller’s Mortgage Loan Seller Percentage
Interest in the Mortgage Loan), (iii) the repurchasing Mortgage Loan Seller shall be entitled to remittances on or prior to the
Distribution Date of its pro rata share, based on its Mortgage Loan Seller Percentage Interest, of all amounts that would
otherwise be available for distribution on such Distribution Date pursuant to this Agreement to Certificateholders (other than
any Monthly Payment Advance or Administrative Advances and in all cases subject to the allocation and distribution provisions of
the Intercreditor Agreement) with respect to the Mortgage Loan and such amounts shall be wired in accordance with the directions
provided to the Trustee and the Servicer by such repurchasing Mortgage Loan Seller at least 10 Business Days prior to the related
Distribution Date, (iv) the repurchasing Mortgage Loan Seller shall be entitled to receive any and all reports and have access
to any and all information that a Certificateholder would otherwise have under the terms of this Agreement, (v) no amendment may
be made to this Agreement that would materially and adversely affect the rights of such repurchasing Mortgage Loan Seller in respect
of the repurchasing Mortgage Loan Seller’s Mortgage Loan Seller Percentage Interest in the Mortgage Loan without the consent
of such repurchasing Mortgage Loan Seller, (vi) the Trustee shall remain the mortgagee of record, (vii) compensation shall be paid
to the Master Servicer and the Special Servicer with respect to each repurchased Note as provided in this Agreement as if each
such Note were a Companion Loan (unless otherwise agreed between the Servicer and the applicable Mortgage Loan Seller), and (viii)
to the extent this Agreement refers to the “Mortgage File”, such references shall be construed to mean the Mortgage
File for the entire Mortgage Loan (except that references to any Trust Note in favor of the repurchasing Mortgage Loan Seller shall
be construed to instead refer to a copy of such Trust Note). Neither the Servicer nor the Trustee shall make any Monthly Payment
Advance or Administrative Advance with respect to any Mortgage Loan Seller Percentage Interest in the Mortgage Loan that has been
repurchased as described herein.


 






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(c)       Notwithstanding
anything to the contrary herein, no Defect (except for a Defect with respect to the document described in clause (i)
of Section 2.1(b) and the documents described in clauses (ii)(B), (C), (D) and (H)
of Section 2.1(b)) shall be considered to be a Material Document Defect unless the document with respect to which
a Defect exists is required in connection with (A) an imminent enforcement of the Mortgage Loan Lender’s rights or
remedies under the Mortgage Loan; (B) defending any claim asserted by the Borrowers or third party with respect to the Mortgage
Loan; (C) establishing the validity or priority of any lien on any collateral securing the Mortgage Loan; or (D) any
immediate significant servicing obligations, including without limitation, making a claim under a title policy. Notwithstanding
the foregoing, the failure of the Mortgage Loan Sellers to deliver to the Trustee and the Custodian copies of the UCC financing
statements with respect to the Mortgage Loan shall not be a Material Document Defect. The Trust’s sole remedy against each
Mortgage Loan Seller in connection with a Material Document Defect shall be to enforce the repurchase claim in accordance with
the provisions of the applicable Mortgage Loan Purchase Agreement.


 


2.8.      Issuance of Uncertificated Lower-Tier Interests; Execution and Delivery of Certificates.    The Trustee acknowledges
the assignment in trust by the Depositor to the Trustee of the Trust Notes and other assets comprising the Trust Fund. Concurrently
with such assignment and delivery and in exchange therefor, the Trustee acknowledges the issuance of (i) the Uncertificated
Lower-Tier Interests to the Depositor and (ii) the Class LT-R Interest, in exchange for the Mortgage Loan, receipt of which
is hereby acknowledged, and immediately thereafter, the Certificate Administrator acknowledges that it (i) has executed and
has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates and has issued the Class UT-R Interest
in exchange for the Uncertificated Lower-Tier Interests and (ii) has executed and has authenticated and delivered to or upon
the order of the Depositor, the Class R Certificates, representing the Class LT-R and Class UT-R Interests, and the Depositor hereby
acknowledges the receipt by it or its designees, of the Regular Certificates and the Class R Certificates in authorized denominations,
evidencing the entire beneficial ownership of the Upper-Tier REMIC.


 


2.9.      Miscellaneous
REMIC Provisions.


 


(a)       The Class A, Class X-A, Class X-B, Class B, Class C, Class D and Class E Certificates are hereby designated as the “regular
interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class UT-R Interest,
represented by the Class R Certificates, is 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.


 


(b)       The Class LA, Class LB, Class LC, Class LD and Class LE Uncertificated Interests 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 LT-R Interest,
represented by the Class R Certificates, is 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.


 






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3.                 
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN


 


3.1.      Servicer
to Act as the Servicer; Special Servicer to Act as the Special Servicer.    The Servicer (other than during the continuance of
a Special Servicing Loan Event) and the Special Servicer (during the continuance of a Special Servicing Loan Event), each as an
independent contractor, shall service and administer the Mortgage Loan (and each Companion Loan) and administer any Foreclosed
Properties solely on behalf of the Trust Fund, in the best interest of, and for the benefit of, the Certificateholders and the
Companion Loan Holders as a collective whole as if such Certificateholders and Companion Loan Holders constituted one lender (as
determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment)
in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Intercreditor Agreement and
the Loan Documents and, to the extent consistent with the foregoing, the following standards: (i) the higher of (a) the
same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as
applicable, services and administers similar loans and administers foreclosed properties for other third-party portfolios, giving
due consideration to customary and usual standards of practice of prudent institutional commercial mortgage lenders in servicing
their own loans and administering their own foreclosed properties and (b) the care, skill, prudence and diligence the Servicer
or the Special Servicer, as applicable, uses for loans which it owns or for foreclosed properties it owns and administers; (ii) with
a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan and the Companion
Loans or, if the Mortgage Loan or any Companion Loan comes into and continues in default and if no satisfactory arrangements can
be made for the collection of the delinquent payments, the maximization of the recovery on the Whole Loan to the Certificateholders
and the Companion Loan Holders (as a collective whole as if the Certificateholders and the Companion Loan Holders constituted
a single lender) on a net present value basis and (b) all Borrower Reimbursable Trust Fund Expenses and other amounts due
under the Loan Documents and (iii) without regard to any conflicts that may arise with respect to:


 





(A)
    any relationship that the Servicer or the Special Servicer or any affiliate thereof may have with the
Borrowers, either Mortgage Loan Seller, any Companion Loan Holder, the Depositor or any of their respective affiliates;


 


(B)     the
ownership of any Certificate or any Companion Loan or any interest in any Companion Loan or mezzanine loan by the Servicer or
Special Servicer or by any affiliate of the Servicer or the Special Servicer;


 


(C)     in
the case of the Servicer, its obligation to make Advances;


 


(D)     the
right of the Servicer or the Special Servicer or any affiliate thereof to receive reimbursement of costs, compensation or other
fees (other than Advances), or the sufficiency of any compensation payable to it under this Agreement or with respect to any particular
transaction; or


 


(E)      the
ownership, servicing or management for others of any other loans or property by the Servicer or the Special Servicer.


 











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Subject to the above-described
servicing standards (hereinafter referred to as “Accepted Servicing Practices”) and the terms of this Agreement,
the Intercreditor Agreement and of the Loan Documents, the Servicer and the Special Servicer each shall have full power and authority,
acting alone and/or through one or more sub-servicers as provided in Section 3.2, to do or cause to be done any and
all things (including exercising the rights of the lender) in connection with such servicing and administration which it may deem
necessary or desirable. The Servicer and the Special Servicer shall service and administer the Whole Loan in accordance with applicable
state and federal law. At the written request of the Servicer or the Special Servicer, as applicable, accompanied by the form of
power of attorney or other documents being requested, the Trustee shall furnish to the Servicer or the Special Servicer any powers
of attorney (substantially in the form of Exhibit N hereto or such other form as reasonably acceptable to the Trustee and
the Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate to enable such Servicer or the
Special Servicer to carry out its servicing and administrative duties hereunder, and the Trustee shall not be held responsible
(and shall be indemnified by the Servicer or the Special Servicer; provided, should a claim for indemnity arise from the
use of a power of attorney including a specific indemnification provision, such a claim for indemnity shall be interpreted as set
forth more specifically therein) for any negligence or misuse by the Servicer or the Special Servicer in its uses of any such powers
of attorney or other document. Notwithstanding anything contained herein to the contrary, the Servicer and the Special Servicer
shall not without the Trustee’s prior written consent: (i) initiate any action, suit or proceeding solely under the
Trustee’s name without indicating the representative capacity of the Servicer or the Special Servicer, as applicable, or
(ii) take any action with the intent to, and which actually does cause, the Trustee to be registered to do business in any
state.


 


The liability of each
of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as Servicer and the Special
Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3).
Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer
of the collectibility of the Mortgage Loan or the Companion Loans.


 


The parties hereto acknowledge
that the Whole Loan is subject to the terms and conditions of the Intercreditor Agreement, and each such party agrees that the
provisions of the Intercreditor Agreement that are required by their terms to be set forth in this Agreement are hereby incorporated
herein. With respect to the Whole Loan, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer recognize
the respective rights and obligations of the Trust and each Companion Loan Holder under the Intercreditor Agreement, including
(i) with respect to the allocation of collections on or in respect of the Trust Notes and the Non-Trust Notes, (ii) with respect
to the allocation of expenses and losses on or in respect of the Trust Notes and Non-Trust Notes and (iii) the consultation rights
of the Companion Loan Holders, in each case as and to the extent provided in the Intercreditor Agreement. Each of the Servicer
and the Special Servicer shall comply with the provisions of the Intercreditor Agreement and shall perform all duties and obligations
to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related
Mortgage Loan pursuant to the Intercreditor Agreement. The parties hereto agree that any conflict between the terms of this Agreement
and the terms of the Intercreditor Agreement shall be resolved in favor of the Intercreditor Agreement.


 






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With respect to each
Companion Loan, the Servicer or the Special Servicer as applicable shall prepare and make available (or to the extent required
pursuant to the terms of the Intercreditor Agreement, deliver) to each Companion Loan Holder all notices, reports, statements and
communications required to be delivered or made available to any Companion Loan Holder pursuant to the terms of the Intercreditor
Agreement.


 


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


 


3.2.      Sub-Servicing Agreements.    (a)   The Servicer and the Special Servicer, each at its own expense without
a right of reimbursement under this Agreement or otherwise, may enter into sub-servicing agreements with sub-servicers for the
servicing and administration of the Mortgage Loan and the Companion Loans, provided that (i) any such sub-servicing
agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and the Intercreditor Agreement and
as the Servicer or the Special Servicer, as applicable, and the sub-servicer have agreed, and (ii) no sub-servicer retained
by the Servicer or the Special Servicer, as applicable, shall grant any modification, waiver, or amendment to the Loan Documents
without the approval of the Servicer or the Special Servicer, as applicable. References in this Agreement to actions taken or to
be taken, and limitations on actions permitted to be taken, by the Servicer or the Special Servicer, as applicable, in servicing
the Whole Loan include actions taken or to be taken by a sub-servicer on behalf of the Servicer or the Special Servicer, as applicable.
Each sub-servicer shall be (i) authorized to transact business and licensed in the applicable state(s), if, and to the extent,
required by applicable law to enable the sub-servicer to perform its obligations under the applicable sub-servicing agreement,
and (ii) qualified to perform its obligations under the applicable sub-servicing agreement. For purposes of this Agreement,
the Servicer or the Special Servicer, as applicable, shall be deemed to have received any amount when the sub-servicer receives
such amount, irrespective of whether such amount is remitted to the Servicer or the Special Servicer, as applicable, for deposit
in the Collection Account, any Cash Collateral Account, any Reserve Account or the Distribution Account, as applicable, and actions
taken by the sub-servicer shall be deemed to be actions of the Servicer or the Special Servicer, as applicable. The Servicer or
the Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Borrowers and the Depositor in
writing promptly upon the appointment of any sub-servicer and promptly furnish the Trustee and the Certificate Administrator, upon
its request, with a copy of the sub-servicing agreement. No sub-servicer shall be permitted to enter into any sub-servicing agreement
with other sub-servicers without the prior written consent of the Servicer or the Special Servicer, as applicable.


 


(b)       Notwithstanding
any sub-servicing agreement, the Servicer and the Special Servicer, as applicable, shall remain obligated and liable to the
Trustee, the Certificateholders and each Companion Loan Holder for the servicing and administering of the Mortgage Loan, the
Companion Loans or any Foreclosed Properties, as applicable, in accordance with the provisions of Section 3.1
without diminution of such obligation or liability by virtue of such sub-servicing agreement, or by virtue of indemnification
from a sub-servicer, and to the same extent and under the same terms and conditions as if the Servicer or the Special
Servicer, as


 






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applicable,
alone were servicing and administering the Mortgage Loan, the Companion Loans or any Foreclosed Properties, as applicable,.


 


(c)       Any
sub-servicing agreement entered into by the Servicer or the Special Servicer, as applicable, shall provide that it may be assumed
or terminated by (i) the Trustee if the Trustee has assumed the duties of the Servicer or the Special Servicer, as applicable,
or if the Servicer or the Special Servicer, as applicable, is otherwise terminated pursuant to the terms of this Agreement, or
(ii) a successor Servicer or the Special Servicer, as applicable, if such successor Servicer or the Special Servicer, as
applicable, has assumed the duties of the Servicer or the Special Servicer, as applicable, without cost or obligation to the Trustee,
the Certificate Administrator, the successor Servicer or the Special Servicer, as applicable, the Trust or the Trust Fund.


 


(d)       Any sub-servicing agreement, and any other transactions or services relating to the Mortgage Loan, the Companion Loans or
any Foreclosed Properties, as applicable, involving a sub-servicer, shall be deemed to be between the Servicer or the Special Servicer,
as applicable, and such sub-servicer alone, and the Trustee, the Certificate Administrator, the Depositor, the Trust, the Servicer
or the Special Servicer, as applicable, and the Certificateholders and the Companion Loan Holders shall not be deemed parties thereto
and shall have no claims, rights, obligations, duties or liabilities with respect to the sub-servicer, and no provision herein
shall be construed so as to require the Trust, the Trustee, the Certificate Administrator or the Depositor to indemnify any such
sub-servicer. The Servicer and the Special Servicer, as applicable, are permitted, at its own expense, or to the extent that a
particular expense is provided herein to be an Advance or an expense of the Trust, at the expense of the Trust, to utilize other
agents or attorneys typically used by servicers of mortgage loans underlying commercial mortgage backed securities in performing
its obligations under this Agreement.


 


(e)       Notwithstanding anything herein, each of the initial Servicer and the initial Special Servicer may delegate certain of its
duties and obligations hereunder to an Affiliate of the Servicer or Special Servicer, as applicable. Such delegation shall not
be considered a sub-servicing agreement hereunder, and the requirements and obligations set forth herein applicable to sub-servicing
agreements, sub-servicers or Servicing Function Participants shall not be applicable to such arrangement. Notwithstanding any such
delegation, the Servicer and the Special Servicer shall remain obligated and liable for the performance of their respective obligations
and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions
as if each alone were servicing and administering the Mortgage Loan, the Companion Loans or any Foreclosed Properties, as applicable,
as required hereby.


 






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3.3.      Cash
Collateral Account.    A Cash Collateral Account has been or shall be established pursuant to the terms of the Loan Agreement
and the Cash Management Agreement. The Servicer shall exercise and enforce the rights of the Trust Fund with respect to the Cash
Collateral Account under the Loan Agreement and the Cash Management Agreement in accordance with Accepted Servicing Practices
and the other terms of this Agreement and the other Loan Documents.


 


3.4.      Collection Account.   (a)  The Servicer shall establish and maintain in the name of “Wells Fargo Bank,
National Association, as Servicer on behalf of U.S. Bank National Association, as Trustee for the benefit of the Certificateholders
of MSJP 2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL” and/or “Wells Fargo Bank,
National Association, as Servicer on behalf of U.S. Bank National Association, as Trustee for the benefit of the Holders of the
Companion Loans with respect to MSJP 2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL” one
or more segregated deposit accounts (the “Collection Account”). The Collection Account must be an Eligible Account.
The Servicer shall deposit or cause to be deposited into the Collection Account within two (2) Business Days after receipt of properly
identified and available funds, the following amounts representing payments and collections received or made during each Collection
Period on or with respect to the Whole Loan:


 


(i)        all
payments on account of principal on the Mortgage Loan (or the Companion Loans, as applicable);


 


(ii)       all
payments on account of interest on the Mortgage Loan (or the Companion Loans, as applicable), including Default Interest;


 


(iii)      any
amount representing reimbursements by the Borrowers of Advances, interest thereon, and any other expenses of the Depositor, the
Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, as required by the Loan Documents
or hereunder;


 


(iv)      any
other amounts payable for the benefit of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificateholders
or the Companion Loan Holders under the Whole Loan;


 


(v)           any
amounts required to be deposited pursuant to Section 3.8(b) in connection with net losses realized on Permitted Investments
with respect to funds held in the Collection Account;


 


(vi)          all
Net Foreclosure Proceeds received from the Special Servicer pursuant to Section 3.14 and all Net Liquidation Proceeds,
Insurance Proceeds and Condemnation Proceeds (to the extent not made available for the repair or restoration of a Property or
the affected portion of any Property); and


 


(vii)         any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer, including,
without limitation, any (1) proceeds of any repurchase of the Mortgage Loan (or any Mortgage Loan Seller


 






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Percentage
Interest therein) pursuant to Section 2.7(b) and the Mortgage Loan Purchase Agreements, (2) proceeds of the sale
of the Mortgage Loan and/or the Companion Loans by the Special Servicer pursuant to Section 3.16, or (3) amounts
payable under the Loan Documents by any Person to the extent not specifically excluded.


 


The foregoing requirements
for deposits in the Collection Account by the Servicer shall be exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, payments (if any) in the nature of additional compensation (other than Default Interest and late
payment charges) to which the Servicer or Special Servicer, as applicable are entitled pursuant to Section 3.17 and
any reimbursement made by the Borrowers of expenses of the Servicer or the Special Servicer need not be deposited in the Collection
Account by the Servicer or Special Servicer and, to the extent permitted by applicable law, the Servicer or the Special Servicer,
as applicable, shall be entitled to retain any such fees and expense reimbursements received with respect to the Mortgage Loan
and the Companion Loans. Upon receipt of any of the amounts described in clauses (i) through (iv) and (vi)
through (vii) of the first paragraph of this Section 3.04(a) with respect to any Specially Serviced Mortgage
Loan, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the
Servicer for deposit into the Collection Account, unless the Special Servicer determines, consistent with the Servicing Standard,
that a particular item should not be deposited because of a restrictive endorsement.


 


(b)       Funds
in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.8.
The Servicer shall on the Closing Date give written notice to the Certificate Administrator of the location and account number
of the Collection Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.


 


(c)       On
or prior to each Remittance Date, prior to the remittance of funds to the Certificate Administrator for deposit in the Distribution
Account pursuant to Section 3.5, the Servicer shall make withdrawals from the Collection Account (which withdrawals
shall be the only permitted withdrawals from the Collection Account by the Servicer) as described below (the order set forth below
not constituting an order of priority for such withdrawals unless otherwise indicated):


 


(i)        to
withdraw funds deposited in the Collection Account in error;


 


(ii)       to
reimburse (or pay) the Trustee and the Servicer, in that order, for any unreimbursed Nonrecoverable Advances made by each together
with unpaid interest thereon at the Advance Rate;


 


(iii)      concurrently,
to pay (a) the Servicing Fee to the Servicer and (b) the Certificate Administrator Fee (including the portion that is the Trustee
Fee) to the Certificate Administrator, as applicable;


 


(iv)      to
pay (a) first, the Servicer, as additional compensation, any income earned (net of losses (subject to Section 3.8(b))
on the investment of funds deposited in the Collection Account and any Reserve Account (to the extent not payable to the


 






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Borrowers);
and (b) second, the Special Servicer, the Special Servicing Fee, Work-out Fee and Liquidation Fee (in each case, if
any);


 


(v)      to
reimburse the Trustee and the Servicer, in that order, for (a) Advances made by each and not previously reimbursed from late
payments received during the applicable period on the Whole Loan, Liquidation Proceeds, Condemnation Proceeds (to the extent not
made available for the repair or restoration of the Properties), Insurance Proceeds and other collections on the Whole Loan; provided,
that any Advance that has been determined to be a Nonrecoverable Advance shall be reimbursed pursuant to clause (ii)
above and (b) unpaid interest on such Advances at the Advance Rate; provided, that prior to (x) final liquidation
of a Property or (y) the final payment and release of all the Mortgages, interest on Advances shall be paid out of Default
Interest or late payment charges collected in the related Collection Period before such interest on Advances is paid out of other
amounts collected in respect of the Whole Loan;


 


(vi)     to
remit to the Companion Loan Holders all remaining amounts on deposit in the Collection Account payable to the Companion Loan Holders
pursuant to the Intercreditor Agreement with respect to the Companion Loans, exclusive of any amounts reimbursable to the Servicer,
the Special Servicer, the Trustee or the Trust and allocable to the Companion Loans in accordance with the Intercreditor Agreement,
including (a) if any Companion Loan is part of an Other Securitization Trust, to the extent required by the Intercreditor Agreement,
to pay the applicable party to the related Other Pooling and Servicing Agreement for any interest accrued on (x) Companion Loan
Advances made thereby and (y) administrative advances, if any, made in respect of the related Companion Loan; and (b) to make
any other required payments due under the Intercreditor Agreement to the Companion Loan Holders;


 


(vii)         to
reimburse the Trustee, the Servicer and the Special Servicer, in that order, for expenses incurred by them in connection with
the liquidation of the Whole Loan or any Property and not otherwise covered and paid by an insurance policy or deducted from the
proceeds of liquidation;


 


(viii)        concurrently,
to pay to the Servicer and the Special Servicer, as applicable, as additional compensation, (A) to the extent actually received
from the Borrowers and allocated as such pursuant to the terms of the Loan Documents and this Agreement and deposited into the
Collection Account by the Servicer, any payments in the nature of late payment fees and Default Interest (to the extent remaining
after payments pursuant to clause (v) above), assumption fees, assumption application fees, substitution fees, release fees, Modification
Fees, defeasance fees, loan service transaction fees, insufficient funds fees and similar fees and expenses and (B) any income
earned (net of losses) on the investment of funds deposited in any Foreclosed Property Account; provided, that such amounts
received during each Collection Period shall not be required to be deposited into the Collection Account and withdrawn pursuant
to this clause (x) solely for the purpose of determining the Available Funds Reduction Amount in connection with the calculation
of Available Funds for the related Distribution Date;


 






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(ix)       to
pay or reimburse the Certificate Administrator, the Trustee, the Depositor, the Servicer and the Special Servicer, in that order,
for any other amounts (including any Trust Fund Expenses) then due and payable or reimbursable to each pursuant to the terms of
this Agreement and the Intercreditor Agreement and not previously paid or reimbursed pursuant to the preceding clauses;


 


(x)        to the extent not previously paid or advanced pursuant to this Agreement and subject to the terms of the Intercreditor
Agreement with respect to amounts allocable to the Companion Loans, to pay to the Certificate Administrator (or set aside for
eventual payment) any and all taxes imposed on the Trust or the Trust Fund by federal or state governmental authorities; provided,
that, if such taxes are the result of the Depositor’s, Servicer’s, Special Servicer’s, the Certificate Administrator’s
or Trustee’s, as applicable, negligence, bad faith or willful misconduct in performing its obligations hereunder, such amounts
may not be withdrawn from the Collection Account, but shall be paid by such party pursuant to Sections 6.5 and 8.12,
as applicable; and


 


(xi)       to pay any accrued and unpaid CREFC® Intellectual Property Royalty License Fees to CREFC®.


 


Notwithstanding the foregoing,
Monthly Payment Advances and Administrative Advances and interest on such Advances are reimbursable and payable solely out collections
allocable to the Mortgage Loan pursuant to the Intercreditor Agreement. Companion Loan Advances and any administrative advances
related to such Companion Loan, if applicable, and interest on such advances are reimbursable solely out of collections allocable
to the related Companion Loan pursuant to the Intercreditor Agreement, and amounts allocable to the Companion Loans under the Intercreditor
Agreement shall not otherwise be available to the Trust for purposes of making distributions on the Certificates or for payment
of other amounts relating only to the Trust.


 


Notwithstanding the foregoing,
with respect to any Remittance Date, in no event will the Servicer be permitted to make a withdrawal pursuant to clauses (iii),
(iv)(b), (v), (vii), (ix) or (xi) above to the extent that, (1) the item proposed to be withdrawn, if not withdrawn, would be required
to be advanced by the Servicer as an Administrative Advance or a Monthly Payment Advance with respect to such Remittance Date and
(2) as a result of such withdrawal, the amount on deposit in the Collection Account after giving effect to the withdrawal would
be less than the amount of the Required Advance Amount; provided that the Servicer shall be permitted to make withdrawals
from the Collection Account in the order of priority set forth above in this Section 3.4(c) up to an amount that would result
in funds remaining in the Collection Account equaling or exceeding the Required Advance Amount. Notwithstanding the foregoing,
such withdrawal limitations shall not apply upon (1) the final liquidation of the Whole Loan and/or a Foreclosed Property,
(2) the final payment of the Whole Loan and release of the Mortgages or (3) the determination that any Advance that would
increase the currently unreimbursed Advances in the aggregate would be a Nonrecoverable Advance. In addition, notwithstanding the
foregoing, the Servicer shall make Administrative Advances in the amounts, and under the circumstances and conditions, set forth
in Section 3.23. In addition, the Servicer shall remit each Companion Loan Holder’s share of any late collections
received by the Servicer from the Borrowers to each Companion Loan Holder (or, to the extent any Companion Loan is


 






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included in
an Other Securitization Trust, the Other Master Servicer under the related Other Pooling and Servicing Agreement) within two (2)
Business Days of receipt of properly identified funds.


 


The Servicer shall pay
to the Certificate Administrator and the Trustee and advance or pay to the Special Servicer or the Depositor, if applicable, from
the Collection Account as provided above amounts permitted to be paid to the Special Servicer, the Certificate Administrator, the
Trustee and the Depositor therefrom, on the Remittance Date following receipt of certificates (received at least two (2) Business
Days prior to the Remittance Date) of a Servicing Officer of the Special Servicer, a Responsible Officer of the Certificate Administrator
or the Trustee or an officer of the Depositor, as applicable, describing the item and amount to which the Special Servicer, the
Certificate Administrator, the Trustee or the Depositor, respectively, are entitled; provided, however, the Servicer
shall pay the Certificate Administrator Fee to the Certificate Administrator without requiring the delivery of such certificate.
The Servicer may rely conclusively on any such certificate, shall have no duty to recalculate the amounts stated therein and shall
have no liability if the amount paid in reliance thereon is an amount to which the Special Servicer, the Certificate Administrator,
the Trustee or the Depositor, as applicable, is not entitled.


 


(d)       The
Certificate Administrator shall establish and maintain in the name of the Certificate Administrator and for the benefit of the
Trustee and the Certificateholders, a segregated non-interest bearing reserve account that is an Eligible Account or subaccount
of an Eligible Account (and which may be a subaccount of the Distribution Account) (the “Interest Reserve Account”).
Funds on deposit in the Interest Reserve Account shall be uninvested. On each Distribution Date occurring in January of each year
(other than a leap year and commencing in 2017) and February of each year (commencing in 2016) (unless, in either case, such Distribution
Date is the final Distribution Date), the Certificate Administrator shall deposit into the Interest Reserve Account an amount
equal to one day’s net interest collected on the principal balance of the Mortgage Loan as of the Loan Payment Date occurring
in the calendar month in which such Distribution Date occurs at the Net Mortgage Rate to the extent a full Monthly Payment or
Monthly Payment Advance is made in respect thereof (all amounts so deposited in any January or February, “Withheld Amounts”).
For purposes of this calculation, the Net Mortgage Rate for those months will be calculated without regard to any adjustment for
Withheld Amounts or the interest accrual basis as described in the definition of “Net Mortgage Rate”. On each Remittance
Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the Certificate Administrator
shall withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January and, if applicable,
February (or only January, if the related Distribution Date in February is the final Distribution Date), if any, and transfer
such amounts into the Distribution Account.


 


3.5.      Distribution
Account.    (a)  The Certificate Administrator shall establish and maintain in the name of the Certificate Administrator
for the benefit of the Trustee and the Certificateholders a segregated non-interest bearing trust account (the “Distribution
Account”), which shall be deemed to include the Lower-Tier Distribution Account and the Upper-Tier Distribution Account,
which shall be subaccounts of the Distribution Account for the benefit of the Certificateholders and the Trustee, as holder of
the Uncertificated Lower-Tier Interests. The Distribution Account must be an Eligible Account. On each Remittance Date, the Available


 






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Funds in the Collection Account (other than any Withheld Amounts to be added to such funds pursuant to Section
3.4(d)) shall be remitted by the Servicer to the Certificate Administrator for deposit into the Distribution Account (or, in
the case of Withheld Amounts, as and to the extent provided in Section 3.4(d), into the Interest Reserve Account). The Certificate
Administrator shall credit the funds remitted by the Servicer from the Collection Account to the Distribution Account. Amounts
held in the Distribution Account shall be uninvested.


 


(b)       The
Certificate Administrator shall make withdrawals from the Distribution Account (i) to withdraw any amounts deposited therein
in error, (ii) to deposit any required Withheld Amounts into the Interest Reserve Account pursuant to Section 3.4(d)
and (iii) to make distributions to the Holders of the Certificates pursuant to Section 4.1.


 


(c)       The
Certificate Administrator shall make or be deemed to have made withdrawals from the Lower-Tier Distribution Account in the following
order of priority and only for the following purposes:


 


(i)        to
make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.1(b) and Section 4.3(b) into
the Upper-Tier Distribution Account and to make distributions to the Holder of the Class R Certificates (in respect of the Class
LT-R Interest) pursuant to Section 4.1(b);


 


(ii)       to
withdraw amounts deposited into the Lower-Tier Distribution Account in error and pay such amounts to the Persons entitled thereto;
and


 


(iii)      to
clear and terminate the Lower-Tier Distribution Account pursuant to Section 11.2.


 


(d)       The
Certificate Administrator shall make withdrawals from the Upper-Tier Distribution Account in the following order of priority and
only for the following purposes:


 


(i)    
   to withdraw amounts deposited in error;


 


(ii)       to
make distributions to Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R Interest)
on each Distribution Date pursuant to Section 4.1 or Section 11.1 and Section 11.2 as
applicable; and


 


(iii)      to
clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 11.2.


 


3.6.      Foreclosed Property Account.    The Special Servicer shall establish and maintain one or more deposit accounts (the
“Foreclosed Property Account”) in the name of “Wells Fargo Bank, National Association, as Special Servicer
on behalf of U.S. Bank National Association, as Trustee for the benefit of the Certificateholders of MSJP 2015-HAUL, Commercial
Mortgage Pass-Through Certificates, Series 2015-HAUL and the Companion Loan Holders” in each case related to each Foreclosed
Property, if any, held in the name of the Special Servicer for the benefit of the Trustee on behalf of the Certificateholders and
the Companion Loan Holders. Each Foreclosed Property Account must be an Eligible Account. The Special Servicer shall deposit or
cause to be deposited into the Foreclosed Property Account within two


 






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(2) Business Days of receipt all funds collected and received
in connection with the operation or ownership of such Foreclosed Property. On or before the last day of each Collection Period,
the Special Servicer shall withdraw the funds in any Foreclosed Property Account, net of certain expenses and/or reserves, and
remit the funds received as of the end of the immediately preceding Collection Period to the Collection Account in accordance with
Section 3.4(a). The Special Servicer shall notify the Trustee and the Certificate Administrator in writing of the location
and account number of each Foreclosed Property Account and shall notify the Trustee and the Certificate Administrator in writing
prior to any subsequent change thereof.


 


3.7.      Appraisal
Reductions.   (a)  Within thirty (30) days after the occurrence of an Appraisal Reduction Event, the Special Servicer
shall notify the Servicer, the Certificate Administrator, the Trustee, the Applicable Control Party and each Companion Loan
Holder (or, to the extent any Companion Loan is included in an Other Securitization Trust, the related Other Servicer and Other
Special Servicer), of such occurrence of an Appraisal Reduction Event and order an independent Appraisal of each of the Properties
unless an Appraisal of a Property was performed within nine (9) months prior to the Appraisal Reduction Event and the Special
Servicer is not aware of any material change in the market or condition or value of such Property. The Special Servicer shall
use efforts consistent with Accepted Servicing Practices to obtain such updated Appraisal within sixty (60) days after the occurrence
of an Appraisal Reduction Event. The Special Servicer shall determine on the basis of the applicable Appraisals whether there
exists any Appraisal Reduction Amount and shall give notice thereof to the Trustee, the Certificate Administrator, the Servicer
and each Companion Loan Holder (or, to the extent any Companion Loan is included in an Other Securitization Trust, the Other Depositor,
Other Servicer, and Other Certificate Administrator with respect to such Other Securitization Trust). The cost of obtaining such
Appraisal shall be paid by the Servicer as a Property Protection Advance unless it would constitute a Nonrecoverable Advance and
in such case, subject to the allocation provisions of the Intercreditor Agreement, as an expense of the Trust. Updates of Appraisals
shall be obtained by the Special Servicer and paid for by the Servicer as a Property Protection Advance (or, subject to the allocation
provisions of the Intercreditor Agreement, paid for by the Trust if the Servicer determines that such Advance would constitute
a Nonrecoverable Advance) every nine (9) months for so long as the Whole Loan remains specially serviced, and the Appraisal Reduction
Amount shall be adjusted accordingly. If required in accordance with such adjustment, each Class of Certificates and any Companion
Loan that has been notionally reduced as a result of Appraisal Reduction Amounts shall have its related Certificate Balance or
principal balance, as applicable, notionally restored to the extent required by such adjustment of the Appraisal Reduction Amount,
and there shall be a redetermination of whether a Subordinate Control Period or a Subordinate Consultation Period is then in effect.
Any such Appraisal obtained shall be delivered by the Special Servicer to the Certificate Administrator (with a copy to the Trustee
and the Servicer), the Applicable Control Party and each Companion Loan Holder (or, to the extent any Companion Loan is included
in an Other Securitization Trust, the Other Depositor, Other Servicer, Other Special Servicer, Other Trustee and Other Certificate
Administrator with respect to such Other Securitization Trust), in electronic format and the Certificate Administrator shall make
such Appraisal available to Privileged Persons pursuant to Section 8.14(b). Any Appraisal Reduction Amount will be
calculated in respect of the Whole Loan taken as a whole and any such Appraisal Reduction Amount will be allocated, first,
to the Junior Notes, on a pro rata and pari passu basis (based on


 






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the principal balance of each Junior Note) and,
then, to the Senior Notes, on a pro rata and pari passu basis (based on the principal balance of each Senior
Note).


 


(b)       To
the extent that an Appraisal Reduction Amount exists and is allocated to the Mortgage Loan, (i) the amount of any Monthly
Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof will be taken
into account for purposes of determining the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c)
and the definition of “Voting Rights”.


 


(c)        To the extent that an Appraisal Reduction Amount exists and is allocated to the Mortgage Loan, the Certificate Balances
of the Sequential Pay Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining
the Voting Rights of the related Classes) on any Distribution Date to the extent of the Appraisal Reduction Amount allocated to
such Class on such Distribution Date. Any Appraisal Reduction Amount allocated to the Mortgage Loan for any Distribution Date shall
be applied to notionally reduce the Certificate Balances of the Sequential Pay Certificates in the following order of priority:
first, to the Class E Certificates, second, to the Class D Certificates; third, to the Class C Certificates;
and fourth, to the Class B Certificates (provided in each case that no Certificate Balance in respect of any such
Class may be notionally reduced below zero). Appraisal Reduction Amounts allocated to the Mortgage Loan shall not be applied to
notionally reduce the Certificate Balance of the Class A Certificates.


 


(d)       In the event that a portion(s) of one or more Monthly Payment Advances with respect to the Mortgage Loan was 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 amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay
the principal of the Mortgage Loan in full, any remaining Net Liquidation Proceeds shall then be applied to pay any remaining accrued
and unpaid interest on the Mortgage Loan in accordance with Section 1.3.


 


(e)       If (i) an Appraisal Reduction Event has occurred, (ii) with respect to any Property, either (A) no Appraisals
or updates of the Appraisals have been obtained or conducted with respect to such Property or Foreclosed Property, as the case
may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances
surrounding such Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal
that would materially adversely affect the value of such Property or Foreclosed Property, as the case may be, and (iii) no
new Appraisal has been obtained or conducted for such Property or Foreclosed Property, as the case may be, within 60 days after
the occurrence of the Appraisal Reduction Event, then (x) until a new Appraisal is obtained with respect to that Property,
the appraised value of such Property for purposes of determining the Appraisal Reduction Amount shall be equal to 75% of the most
recent appraised value for such Property or Foreclosed Property, as the case may be (the “Assumed Appraised Value”),
and (y) upon receipt or performance of a new Appraisal by the Special Servicer, the appraised value with respect to that Property
or Foreclosed Property, as the case may be, shall be based on such new Appraisal and the Appraisal Reduction Amount will be recalculated
in accordance with the definition of Appraisal Reduction Amount. Notwithstanding the foregoing,


 






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deemed Appraisal Reduction Amounts
imposed pursuant to clause (x) of the preceding sentence shall not be allocated to any Class of Certificates for purposes of determining
whether a Subordinate Control Period or a Subordinate Consultation Period is then in effect or the allocation of Voting Rights
for purposes of any termination or replacement of the Special Servicer pursuant to the terms of this Agreement; provided,
however, this sentence will not affect in any manner the effect of Appraisal Reduction Amounts based upon anything other
than clause (x) of this paragraph, including when the related Appraisals are received.


 


3.8.      Investment of Funds in the Collection Account and Any Foreclosed Property Account.    (a)  The Servicer (and,
with respect to the Foreclosed Property Accounts, the Special Servicer) may direct any depository institution maintaining the Collection
Accounts or the Foreclosed Property Account, respectively (each, for purposes of this Section 3.8, an “Investment
Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or
are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which such
funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Servicer or the
Special Servicer, as applicable, to invest funds on deposit in an Investment Account shall be in writing and shall certify that
the requested investment is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand.
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 for the benefit of the Certificateholders (in its capacity as such) or in the name of
a nominee of the Trustee. The Trustee shall have sole control (except with respect to investment direction, which shall be in the
control of the Servicer (or the Special Servicer, with respect to any Foreclosed Property 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 Trustee or its agent (which shall initially be the Servicer or the Special Servicer, as applicable), together with
any document of transfer, if any, necessary to transfer title to such investment to the Trustee for the benefit of the Certificateholders
or its nominee. The Trustee and the Certificate Administrator shall have no responsibility or liability with respect to the investment
directions of the Servicer or the Special Servicer, as applicable, 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 Servicer and the Special Servicer, as applicable, shall:


 


(i)        consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the
amount required to be withdrawn on such date; and


 


(ii)       demand
payment of all amounts due thereunder promptly upon determination by the Servicer or Special Servicer, 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 net income and gain realized from investment of funds deposited in the Collection Account shall be for the benefit of
the Servicer in accordance with the terms and


 






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priorities of this Agreement. All net income and gain realized from investment of
funds deposited in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in
the Collection Account or the Foreclosed Property Account shall be reimbursed by the Servicer or the Special Servicer, as applicable,
from its own funds promptly, but in any event on or prior to the Remittance Date following the realization of such loss.


 


(c)       Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Servicer shall take such action as
may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
In the event the Servicer takes any such action, the Trust Fund shall pay or reimburse the Servicer, pursuant to Section 3.4(c),
for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Servicer in connection therewith.


 


(d)       Notwithstanding the foregoing, neither the Servicer, nor the Special Servicer shall cover any losses from the bankruptcy
or insolvency of a depository institution holding an account described in this Section 3.8, so long as (i) such
depositary institution or trust company satisfied the qualifications set forth in the definition of Eligible Institution at the
time such deposit was made and such institution was not an Affiliate of the Servicer or the Special Servicer, as applicable and
(ii) such loss was incurred within 30 days after the date of such bankruptcy or insolvency.


 


3.9.      Payment of Taxes, Assessments, etc.    The Servicer (other than with respect to Foreclosed Property) and the Special
Servicer (with respect to Foreclosed Property) shall maintain accurate records with respect to the Properties (or such Foreclosed
Property, as the case may be) reflecting the status of taxes, assessments, charges and other similar items that are or may become
a lien on any of the Properties (or such Foreclosed Property, as the case may be) and the status of insurance premiums payable
in respect of insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain,
from time to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay (or cause to be
paid) real estate taxes, insurance premiums and other similar items from funds in the applicable Reserve Account in accordance
with the Loan Agreement and the Cash Management Agreement at such time as may be required by the Loan Documents. If the Borrowers
do not make the necessary payments and/or a Mortgage Loan Event of Default has occurred and amounts in any applicable Reserve Account
are insufficient to make such payments, the Servicer shall make a Property Protection Advance, subject to the determination of
non-recoverability provided in Section 3.23, from its own funds for amounts payable with respect to all such items
related to the Property when and as the same shall become due and payable. The Servicer shall direct that the amount of funds in
any applicable Reserve Account is increased when and if applicable taxes, assessments, charges and other similar items, ground
rents or insurance premiums are increased, in accordance with the terms of the Loan Agreement.


 


3.10.    Appointment of Special Servicer.    (a)  Wells Fargo Bank, National Association is hereby appointed as the
initial Special Servicer to service the Whole Loan after a Special Servicing Loan Event has occurred and is continuing and perform
the other obligations of the Special Servicer hereunder.


 






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(b)       If
there is a Special Servicer Termination Event with respect to any Special Servicer, such Special Servicer may be removed and replaced
pursuant to Section 7.1. The Trustee shall, promptly after such removal, so notify the Servicer, each Companion Loan
Holder (or, to the extent a Companion Loan is included in an Other Securitization Trust, the Other Servicer and Other Special
Servicer under the related Other Pooling and Servicing Agreement) and the 17g-5 Information Provider (which shall promptly post
the same to the 17g-5 Information Provider’s Website). The appointment of any such successor Special Servicer shall not
relieve the Servicer or the Trustee of their respective obligations to make Advances as set forth herein; provided, however,
the initial Special Servicer specified above shall not be liable for any actions or any inaction of such successor Special Servicer.
No termination fee shall be payable to the terminated Special Servicer. No termination of the Special Servicer and appointment
of a successor Special Servicer shall be effective until the successor Special Servicer has assumed all of its responsibilities,
duties and liabilities hereunder in writing, a Companion Loan Rating Agency Confirmation with respect to such appointment has
been delivered to the Trustee and each Other Trustee, Other Servicer, Other Special Servicer and Other Certificate Administrator,
and Rating Agency Confirmation with respect to such appointment has been delivered to the Trustee. Any successor Special Servicer
shall be deemed to make the representations and warranties provided for in Section 2.4(a) mutatis mutandis
as of the date of its succession. The terminated Special Servicer shall retain all rights accruing to it under this Agreement,
including the right to receive fees accrued prior to its termination and other amounts payable to it (including indemnification
payments).


 


(c)       Upon determining that a Special Servicing Loan Event has occurred and is continuing, the Servicer shall immediately give
notice thereof to the Special Servicer, the Trustee and the Certificate Administrator, and the Servicer shall use its reasonable
efforts 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 the Mortgage Loan and each Companion Loan and
reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto. The Servicer shall
use its reasonable efforts to comply with the preceding sentence within five Business Days of the date that a Special Servicing
Loan Event has occurred. The Servicer in any event shall continue to act as Servicer and administrator of the Mortgage Loan and
the Companion Loans until the Special Servicer has commenced the servicing of the Mortgage Loan and the Companion Loans, upon the
occurrence and during the continuation of a Special Servicing Loan Event, which shall occur upon the receipt by the Special Servicer
of the information, documents and records referred to in the preceding sentence. The Special Servicer shall instruct the Borrowers
to continue to remit all payments in respect of the Mortgage Loan and the Companion Loans to the Servicer. The Servicer shall forward
any notices it would otherwise send to the Borrowers under the Whole Loan to the Special Servicer who shall send such notice to
the Borrowers while a Special Servicing Loan Event has occurred and is continuing.


 


(d)       Upon determining that a Special Servicing Loan Event is no longer continuing, the Special Servicer shall immediately give
notice thereof to the Servicer, the Trustee, the Certificate Administrator and each Companion Loan Holder (or, to the extent a
Companion Loan is included in an Other Securitization Trust, the Other Depositor, Other Servicer and Other Certificate Administrator
under the related Other Pooling and Servicing Agreement), and upon giving such notice such Special Servicing Loan Event shall cease,
the


 






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Special Servicer’s obligation to service the Mortgage Loan and the Companion Loans shall terminate and the obligations
of the Servicer to service and administer the Mortgage Loan and the Companion Loans shall resume and the Special Servicer shall
return all of the information and materials furnished to the Special Servicer pursuant to Section 3.10(c) to the Servicer.


 


(e)       In connection with any Major Decision (regardless of whether a Special Servicing Loan Event has occurred) or in servicing
the Whole Loan during the continuance of a Special Servicing Loan Event, the Servicer or the Special Servicer, as applicable, shall
provide to the Custodian originals of documents entered into in connection therewith that are required to be included within the
definition of “Mortgage File” for inclusion in the Mortgage File (to the extent such documents are in the possession
of the Servicer or the Special Servicer, as applicable) and copies of any additional related Mortgage Loan information, including
correspondence with the Borrowers, and the Special Servicer shall promptly provide copies of all of the foregoing to the Servicer
as well as copies of any related analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(f)        During any period in which a Special Servicing Loan Event is continuing, no later than the Business Day preceding each date
on which the Servicer is required to furnish a report under Section 3.18(a) to the Certificate Administrator, the Special
Servicer shall deliver to the Servicer a written statement describing (i) the amount of all payments on account of interest
received on the Mortgage Loan and/or the Companion Loans, the amount of all payments on account of principal received on the Mortgage
Loan and/or the Companion Loans, the amount of Insurance Proceeds, Condemnation Proceeds and Net Liquidation Proceeds received,
the amount of any Foreclosure Proceeds received with respect to the Property, and the amount of net income or net loss, as determined
from management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt
of any rental income that does not constitute Rents from Real Property with respect to, the Foreclosed Property, in each case in
accordance with Section 3.15 and (ii) such additional information relating to the Whole Loan as the Servicer,
the Trustee or the Certificate Administrator reasonably requests to enable it to perform its duties under this Agreement.


 


(g)       Notwithstanding the provisions of the preceding subsection (c), the Servicer shall maintain ongoing payment
records with respect to the Mortgage Loan and each Companion Loan and shall provide the Special Servicer with any information reasonably
required by the Special Servicer to perform its duties under this Agreement.


 


(h)       Within 60 days after a Special Servicing Loan Event occurs, the Special Servicer shall prepare a report (the “Asset
Status Report”) for the Mortgage Loan, the Companion Loans and the Properties and deliver the Asset Status Report to
the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Controlling Class Certificateholder (or the Controlling
Class Representative on its behalf) (during any Subordinate Control Period or any Subordinate Consultation Period), the 17g-5 Information
Provider (which shall promptly post the same to the 17g-5 Information Provider’s Website) and each Companion Loan Holder.
Such Asset Status Report shall set forth the following information to the extent reasonably determinable:


 






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(i)        summary
of the status of the Mortgage Loan and/or the Companion Loans and any negotiations with the Borrowers;


 


(ii)       a
discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related
guaranties or other collateral for the Mortgage Loan and the Companion Loans and whether outside legal counsel has been retained;


 


(iii)      the
most current rent roll and income or operating statement available for the Properties;


 


(iv)      the
Special Servicer’s recommendations on how the Mortgage Loan and the Companion Loans might be returned to performing status
or otherwise realized upon;


 


(v)       the
appraised value of the Properties together with the appraisal or the assumptions used in the calculation thereof;


 


(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 Mortgage Loan
Events of Default;


 


(vii)     a
description of any proposed actions;


 


(viii)    the
alternative courses of action considered by the Special Servicer in connection with the proposed actions;


 


(ix)       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; and an analysis of whether
or not taking such 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 (y) the net present value calculation
(including the applicable discount rate used) and all related assumptions. In connection with the foregoing analysis, if the Borrowers
have indicated their refusal to pay any Work-out Fees, Special Servicing Fees or Liquidation Fees due to the Special Servicer,
the Special Servicer must consider the costs to the Trust and the Companion Loan Holders and analyze as an alternative a sale
of the Mortgage Loan and Companion Loans or of the related Foreclosed Property or other exercise of remedies;


 


(x)       a
summary of the status of any action that was described in the most recent prior Asset Status Report and subsequently effected
by the Special Servicer; and


 


(xi)      such
other information as the Special Servicer deems relevant in light of the proposed action and Accepted Servicing Practices.


 



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The Special Servicer
shall be required to (x) deliver to the Certificate Administrator a proposed notice to the Certificateholders and each Companion
Loan Holder (or, to the extent that a Companion Loan is included in an Other Securitization Trust, to the Other Depositor and Other
Special Servicer under the related Other Pooling and Servicing Agreement) that will include a summary of the current Asset Status
Report in an electronic format which format is reasonably acceptable to the Certificate Administrator (which shall be a brief summary
of the current status of the Properties and current strategy with respect to the Mortgage Loan and the Companion Loans), and the
Certificate Administrator shall be required to post such notice and summary (but not the Asset Status Report) on the Certificate
Administrator’s Website and (y) implement the Asset Status Report in the form delivered to the Depositor. The Special
Servicer may, from time to time, modify any Asset Status Report it has previously delivered and, following delivery of such modified
Asset Status Report to the Depositor and a summary of the same to the Certificate Administrator, which the Depositor and the Certificate
Administrator, respectively shall post on their respective websites pursuant to Section 8.14(b) or Section 12.17,
as applicable, implement such report.


 


The Servicer and the
Special Servicer, as applicable, shall consult with each Companion Loan Holder (to the extent such Companion Loan Holder requests
consultation), on a strictly non-binding basis, with respect to any recommended actions set forth in an Asset Status Report related
to the Whole Loan and certain other decisions and actions to the extent set forth in the Intercreditor Agreement.


 


In addition, each of
the Servicer and the Special Servicer shall make itself available to each Companion Loan Holder for an annual meeting (which meeting
may be held telephonically), upon reasonable notice and at times reasonably acceptable to the Servicer or the Special Servicer,
as applicable, in which servicing issues related to the Whole Loan are discussed to the extent required by the Intercreditor Agreement.


 


If (i) the Applicable
Control Party affirmatively approves in writing an Asset Status Report, (ii) after ten (10) Business Days from receipt of
an Asset Status Report, together with all information in the possession of the Special Servicer that is reasonably necessary for
the Controlling Class Certificateholder (or the Controlling Class Representative on its behalf) to make a decision regarding the
Asset Status Report, the Applicable Control Party does not object to such Asset Status Report or (iii) within ten (10) Business
Days after receipt of an Asset Status Report, together with all information in the possession of the Special Servicer that is reasonably
necessary for the Applicable Control Party to make a decision regarding the Asset Status Report, the Applicable Control Party objects
to such Asset Status Report and the Special Servicer makes a determination in accordance with Accepted Servicing Practices that
such objection is not in the best interest of all the Certificateholders and the Companion Loan Holders as a collective whole,
then the Special Servicer shall take the recommended actions described in the Asset Status Report. Within ten (10) Business Days
after receipt of an Asset Status Report, together with all information reasonably requested by the Applicable Control Party in
the possession of the Special Servicer that is reasonably necessary to make a decision regarding the Asset Status Report, the Applicable
Control Party may object to such Asset Status Report; provided that following the occurrence of an extraordinary event with
respect to a Property, or if a failure to take any such action at such time would be inconsistent with Accepted Servicing Practices,
the Special Servicer may take actions with respect to such Property before the expiration of such ten


 






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(10) Business Day period
if the Special Servicer reasonably determines in accordance with Accepted Servicing Practices that failure to take such action
before the expiration of such ten (10) Business Day period would materially and adversely affect the interest of the Certificateholders
or the Companion Loan Holders, as applicable, and, the Special Servicer has made a reasonable effort to contact the Applicable
Control Party.


 


If the Applicable Control
Party objects to an Asset Status Report within the above-referenced ten (10) Business Day period, then the Special Servicer (absent
a determination set forth in clause (iii) of the first sentence of the immediately preceding paragraph) shall revise such Asset
Status Report as soon as practicable thereafter, but in no event later than thirty (30) days after the objection to the Asset Status
Report by the Applicable Control Party. The Special Servicer shall revise such Asset Status Report as provided in the prior sentence
until the earlier of (a) the delivery by the Applicable Control Party of an affirmative approval in writing of such revised
Asset Status Report, (b) the failure of the Applicable Control Party to disapprove such revised Asset Status Report in writing
within ten (10) Business Days of its receipt thereof or (c) the determination of the Special Servicer, consistent with the Accepted
Servicing Practices, that the objection of the Applicable Control Party is not in the best interests of all the Certificateholders
and the Companion Loan Holders. In any event, if the Applicable Control Party does not approve an Asset Status Report within ninety
(90) days from the submission of such Asset Status Report or the Special Servicer’s determination to take the recommended
action as provided in the immediately preceding paragraph, the Special Servicer shall take such action as directed by the Applicable
Control Party, provided that such action does not violate Accepted Servicing Practices.


 


The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered and implement the new action in such revised
report so long as such revised report has been prepared, reviewed and either approved or not rejected as provided above.


 


The Controlling Class
Certificateholder (or Controlling Class Representative on its behalf) (during any Subordinate Consultation Period) shall be entitled
to consult with the Special Servicer and propose alternative courses of action in respect of any Asset Status Report. The Special
Servicer shall consider such alternative courses of action and any other feedback provided by the Controlling Class Certificateholder
(or Controlling Class Representative on its behalf) (during any Subordinate Consultation Period). The Special Servicer may revise
the Asset Status Reports as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input
and/or recommendations of the Controlling Class Certificateholder (or Controlling Class Representative on its behalf).


 


The Asset Status Report
is not intended to replace or satisfy any other specific consent or approval right which the Applicable Control Party may have.
The Special Servicer may not take any action inconsistent with an Asset Status Report that has been adopted as provided above,
unless such action would be required in order to act in accordance with Accepted Servicing Practices. If the Special Servicer takes
any action inconsistent with an Asset Status Report that has been adopted as provided above, the Special Servicer shall promptly
notify the Controlling Class Certificateholder (or Controlling Class Representative on its behalf)


 






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(during any Subordinate Control
Period or Subordinate Consultation Period) of such inconsistent action and provide a reasonably detailed explanation of the reasons
therefor.


 


The Special Servicer
shall deliver to the Servicer, the Controlling Class Certificateholder (or Controlling Class Representative on its behalf) (during
any Subordinate Control Period or Subordinate Consultation Period), the Trustee, the Certificate Administrator, the 17g-5 Information
Provider (which shall promptly post the same to the 17g-5 Information Provider’s Website) and, subject to Section 12.5,
each Rating Agency, a copy of each Final Asset Status Report, in each case with reasonable promptness following the adoption thereof
and in an electronic format reasonably acceptable to the Certificate Administrator. Upon request, the Initial Purchasers shall
be entitled to a copy of the Final Asset Status Reports. Notwithstanding anything herein to the contrary: (i) the Special
Servicer shall have no right or obligation to consult with or to seek and/or obtain consent or approval from any Controlling Class
Certificateholder (or Controlling Class Representative on its behalf) prior to acting (and provisions of this Agreement or the
Intercreditor Agreement requiring such consultation, consent or approval shall be of no effect) during the period following any
resignation or removal of a Controlling Class Certificateholder (or Controlling Class Representative on its behalf) and before
a replacement is selected and/or identified; and (ii) no advice, direction or objection from or by the Controlling Class Certificateholder
(or the Controlling Class Representative on its behalf), as contemplated by Section 9.3, or pursuant to any other provision
of this Agreement, as contemplated by this Agreement or the Intercreditor Agreement, may (and the Special Servicer shall ignore
and act without regard to any such advice, direction or objection that the Special Servicer has determined, in its reasonable,
good faith judgment, would): (A) require or cause the Special Servicer to violate applicable law, the terms of the Loan Documents,
the Intercreditor Agreement or this Agreement, including the Special Servicer’s obligation to act in accordance with Accepted
Servicing Practices, (B) result in the imposition of federal income tax on the Trust, cause either the Lower-Tier REMIC or
the Upper-Tier REMIC to fail to qualify as a REMIC under the Code, (C) expose the Trust, the Depositor, the Servicer, the
Special Servicer, the Certificate Administrator, the Trustee or any of their respective Affiliates, members, managers, officers,
directors, employees or agents, to any material claim, suit or liability or (D) materially expand the scope of the Servicer’s
or Special Servicer’s responsibilities under this Agreement.


 


(i)          During the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the
Borrowers and, subject to the rights of the Controlling Class Certificateholder (or Controlling Class Representative on its behalf)
(during any Subordinate Control Period or Subordinate Consultation Period), take any actions consistent with Section 3.24,
Accepted Servicing Practices and the most recent Asset Status Report.


 


(j)          In
addition, during the continuance of a Special Servicing Loan Event, on the last day of each Collection Period the Special Servicer
shall prepare and deliver to the Servicer the CREFC® Special Servicer Loan File with respect to the Mortgage Loan
and the Companion Loans.


 


(k)         Beginning in 2016 for the fiscal year ending 2015, if applicable, the Special Servicer shall prepare and file on a timely
basis the reports of foreclosures and abandonments of the Properties required by Section 6050J of the Code and the reports
of


 






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discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.


 


3.11.      Maintenance
of Insurance and Errors and Omissions and Fidelity Coverage. (a)  The Servicer, consistent with Accepted Servicing
Practices and the Loan Documents, shall use efforts consistent with Accepted Servicing Practices to cause to be maintained by
the Borrowers (or if the Borrowers fail to maintain such insurance in accordance with the Loan Agreement, the Servicer shall cause
to be maintained to the extent the Trustee, as mortgagee of record, has an insurable interest) insurance with respect to the Properties
of the types and in the amounts required to be maintained (to the extent such insurance is available at commercially reasonable
rates, provided, that the commercially reasonable requirement shall not apply with respect to terrorism insurance which will be
governed by the Loan Documents) by the Borrowers under the Loan Documents. The cost of any such insurance maintained by the Servicer
shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance in which case
the Servicer shall make such payment from the Collection Account, which payment shall be a Trust Fund Expense (unless such expense
is reimbursed with funds otherwise paid from amounts allocable to the Companion Loans pursuant to the terms of the Intercreditor
Agreement). If funds in the Collection Account allocable to the Junior Notes pursuant to the terms of the Intercreditor Agreement
are insufficient to reimburse any such Property Protection Advance, then any deficiency shall be paid from amounts on deposit
in the Collection Account allocable to the Senior Notes on a pro rata and pari passu basis (based on the outstanding
principal balances of the Senior Notes) pursuant to the terms of the Intercreditor Agreement. If such amounts are reimbursed from
amounts allocable to the Mortgage Loan, the Servicer will be required, after receiving payment from amounts on deposit in the
Collection Account allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion Loan Holders and (ii) use commercially
reasonable efforts to exercise on behalf of the Issuing Entity the rights of the Issuing Entity under the Intercreditor Agreement
to obtain reimbursement from each Companion Loan Holder for a pro rata portion (based on the principal balances of the
Senior Notes) of such amount allocable to the related Companion Loan. Neither the Servicer nor the Special Servicer shall be required
to maintain all-risk casualty insurance that does not contain any carve-out for terrorist or similar acts (and the Borrowers’
failure to obtain such insurance shall not be declared a default under the Loan Documents), if and only if the Special Servicer
has determined that such failure is an Acceptable Insurance Default, evaluated on an annual basis. In making any determination
related to an Acceptable Insurance Default, the Special Servicer, to the extent consistent with Accepted Servicing Practices,
is entitled to rely on the opinion of an insurance consultant, the cost of which shall constitute an Administrative Advance (or
to the extent such cost does not constitute a Borrower Reimbursable Trust Fund Expense, a Property Protection Advance). Neither
the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent
the Borrowers would not be obligated to maintain terrorism insurance under the Loan Documents as in effect on the date thereof.


 


(b)         The Special Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to be maintained
such insurance (including environmental insurance) with respect to any Foreclosed Property as the Borrowers are required to maintain
with respect to such Property referred to in subsection (a) of this Section 3.11 or, at the Special Servicer’s
election, coverage satisfying insurance requirements consistent with Accepted


 






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Servicing Practices. The cost of any such insurance
with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be
advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance. If funds in the
Collection Account allocable to the Junior Notes pursuant to the terms of the Intercreditor Agreement are insufficient to reimburse
any such Property Protection Advance, then any deficiency shall be paid from amounts on deposit in the Collection Account allocable
to the Senior Notes, on a pro rata and pari passu basis (based on the outstanding principal balances of the Senior
Notes), pursuant to the terms of the Intercreditor Agreement. If such amounts are reimbursed from amounts allocable to the Mortgage
Loan, the Servicer will be required, after receiving payment from amounts on deposit in the Collection Account allocable to the
Mortgage Loan, if any, to (i) promptly notify the Companion Loan Holders and (ii) use commercially reasonable efforts to exercise
on behalf of the Issuing Entity the rights of the Issuing Entity under the Intercreditor Agreement to obtain reimbursement from
each Companion Loan Holder for a pro rata portion (based on the principal balances of the Senior Notes) of such amount allocable
to the related Companion Loan. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required
under subsection (a)) that is required to be maintained with respect to a Foreclosed Property shall only be so required
to the extent such insurance is available at commercially reasonable rates. If the Special Servicer requests the Servicer to make
a Property Protection Advance in respect of the premiums due in respect of such insurance (which request shall be made in writing
not less than five (5) Business Days’ before the date on which the Servicer is requested to make such Property Protection
Advance; provided that only three (3) Business Days’ notice shall be required in respect of such a Property Protection Advance
required to be made on an urgent or emergency basis), the Servicer shall, as soon as practicable after receipt of such request,
make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make
such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such
Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations
shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee of record having
an insurable interest and the availability of such insurance at commercially reasonable rates.


 


(c)          The
Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining
a master force placed or blanket insurance policy insuring against losses on any Property or any Foreclosed Property, as the case
may be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11.
The incremental cost of such insurance allocable to any particular Property or Foreclosed Property, if not borne by the Borrowers,
shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance. If such master force
placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be
obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such
clause to the extent any such deductible exceeds the deductible limitation provided for in the Loan Documents, or in the absence
of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices.


 






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(d)         Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect
throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy, the issuer of which
has the applicable Qualified Insurer Ratings, covering its directors, officers, employees of the Servicer or the Special Servicer,
as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or
the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions
of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof
and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d).
The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory
power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount
of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the
Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA
or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable,
shall obtain a comparable replacement bond or policy. Each shall use reasonable efforts to cause each and every sub-servicer, if
any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements as described above.
In lieu of the foregoing, but subject to this Section 3.11, each of the Servicer and the Special Servicer shall be
entitled to self-insure with respect to such risks so long as its (or its immediate or ultimate parent’s) long-term unsecured
debt rating is no lower than “A2” by Moody’s, “A-” by Fitch and “A(low)” by DBRS (to
the extent rated by DBRS).


 


(e)         No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish
or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Trustee and/or
Certificate Administrator shall be entitled to request, upon receipt of a written request from any Certificateholder, and the Servicer
and the Special Servicer shall each deliver or cause to be delivered to the Trustee and/or Certificate Administrator, a certificate
of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Trustee and/or Certificate
Administrator will make any such certificate of insurance available to the requesting Certificateholder on a confidential basis.


 


3.12.      Procedures
with Respect to Mortgage Loan; Realization upon the Properties. (a)  Upon a Mortgage Loan Event of Default, the
Special Servicer on behalf of the Trustee (with notification to and consent of the Applicable Control Party and, during any Subordinate
Consultation Period, upon consultation with the Controlling Class Certificateholder (or the Controlling Class Representative on
its behalf)), subject to the terms of the Loan Documents and consistent with Accepted Servicing Practices, shall promptly pursue
the remedies set forth therein, including foreclosure or otherwise realization on the Properties and the other collateral for
the Whole Loan. In connection with any foreclosure, enforcement of the applicable Loan Documents or other realization on the Collateral,
the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings
as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance
would constitute a Nonrecoverable Advance, in which case, if the Special Servicer determines (with the Servicer permitted to conclusively
rely upon


 






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any such determination) that such payment would be in the best interests of the Certificateholders and each Companion
Loan Holder (as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender) the Special
Servicer shall direct the Servicer to make such payment from the Collection Account, which payment shall be a Trust Fund Expense
(unless such expenses are reimbursed with funds otherwise paid from amounts allocable to the Companion Loans pursuant to the terms
of the Intercreditor Agreement). If funds in the Collection Account allocable to the Junior Notes pursuant to the terms of the
Intercreditor Agreement are insufficient to reimburse any such Property Protection Advance, then any deficiency shall be paid
from amounts on deposit in the Collection Account allocable to the Senior Notes, on a pro rata and pari passu basis
(based on the outstanding principal balances of the Senior Notes), pursuant to the terms of the Intercreditor Agreement. If such
amounts are reimbursed from amounts allocable to the Mortgage Loan, the Servicer will be required, after receiving payment from
amounts on deposit in the Collection Account allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion Loan
Holders and (ii) use commercially reasonable efforts to exercise on behalf of the Issuing Entity the rights of the Issuing Entity
under the Intercreditor Agreement to obtain reimbursement from each Companion Loan Holder for a pro rata portion (based
on the principal balances of the Senior Notes) of such amount allocable to the related Companion Loan.


 


(b)          Such proposed acceleration of the Mortgage Loan and/or foreclosure on the Properties shall be taken unless the Special Servicer
waives such Mortgage Loan Event of Default (or modifies or amends the Mortgage Loan to cure the Mortgage Loan Event of Default),
which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and
does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or
constitute a “significant modification” of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b).


 


(c)          In
connection with such foreclosure as set forth in Section 3.12(a) or other realization on the Properties, the Special
Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted
to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore
any Property damaged by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance
policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore a Property
damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense
shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan Documents or other realization
on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any
such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices,
that such Advance would constitute a Nonrecoverable Advance. If funds in the Collection Account allocable to the Junior Notes
pursuant to the terms of the Intercreditor Agreement are insufficient to reimburse any such Property Protection Advance, then
any deficiency shall be paid from amounts on deposit in the Collection Account allocable to the Senior Notes, on a pro rata
and pari passu basis (based on the outstanding principal balances of the Senior Notes), pursuant to the terms of the
Intercreditor Agreement. If such amounts are reimbursed from amounts allocable to the Mortgage Loan, the


 






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Servicer will be required,
after receiving payment from amounts on deposit in the Collection Account allocable to the Mortgage Loan, if any, to (i) promptly
notify the Companion Loan Holders and (ii) use commercially reasonable efforts to exercise on behalf of the Issuing Entity the
rights of the Issuing Entity under the Intercreditor Agreement to obtain reimbursement from each Companion Loan Holder for a pro
rata portion (based on the principal balances of the Senior Notes) of such amount allocable to the related Companion Loan.


 


(d)         Notwithstanding
the foregoing, the Special Servicer may not foreclose on any Property on behalf of the Trust Fund and the Companion Loan Holders
and thereby be the beneficial owner of any Property, or take any other action with respect to such item that would cause the Trustee,
on behalf of the Trust Fund and the Companion Loan Holders, to be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Property within the meaning of CERCLA or any comparable
law, unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust Fund by an
Independent Person who regularly conducts site assessments for purchasers of comparable properties, that (i) such Property
is in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with such laws is
reasonably likely to produce a greater recovery on a present value basis than not taking such actions and (ii) there are
no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials which
require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to
produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy
of any such report to the Trustee, the Certificate Administrator, the Custodian and the 17g-5 Information Provider (which shall
promptly post the same to the 17g-5 Information Provider’s Website).


 


If the Special Servicer
has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic
interest of the Trust Fund and the Companion Loan Holders (as determined in accordance with Accepted Servicing Practices) to institute
a foreclosure or take any other actions described in the immediately preceding paragraph, then subject to the rights of the Controlling
Class Certificateholder (or the Controlling Class Representative on its behalf) to consult in respect of such action pursuant to
the terms of this Agreement, the Special Servicer shall take such proposed action.


 


The Special Servicer
shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation
as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance
would constitute a Nonrecoverable Advance. If funds in the Collection Account allocable to the Junior Notes pursuant to the terms
of the Intercreditor Agreement are insufficient to reimburse any such Property Protection Advance, then any deficiency shall be
paid from amounts on deposit in the Collection Account allocable to the Senior Notes, on a pro rata and pari passu
basis (based on the outstanding principal balances of the Senior Notes), pursuant to the terms of the Intercreditor Agreement.
If such amounts are reimbursed from amounts allocable to the Mortgage Loan, the Servicer will be required, after receiving payment
from amounts on deposit in the Collection Account allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion
Loan Holders and (ii) use commercially reasonable efforts to exercise on behalf of the Issuing Entity the rights of the Issuing
Entity under the Intercreditor


 






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Agreement to obtain reimbursement from each Companion Loan Holder for a pro rata portion
(based on the principal balances of the Senior Notes) of such amount allocable to the related Companion Loan.


 


(e)          The
environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly
conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent
with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection
Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable
Advance. If funds in the Collection Account allocable to the Junior Notes pursuant to the terms of the Intercreditor Agreement
are insufficient to reimburse any such Property Protection Advance, then any deficiency shall be paid from amounts on deposit
in the Collection Account allocable to the Senior Notes, on a pro rata and pari passu basis (based on the outstanding
principal balances of the Senior Notes), pursuant to the terms of the Intercreditor Agreement. If such amounts are reimbursed
from amounts allocable to the Mortgage Loan, the Servicer will be required, after receiving payment from amounts on deposit in
the Collection Account allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion Loan Holders and (ii) use
commercially reasonable efforts to exercise on behalf of the Issuing Entity the rights of the Issuing Entity under the Intercreditor
Agreement to obtain reimbursement from each Companion Loan Holder for a pro rata portion (based on the principal balances
of the Senior Notes) of such amount allocable to the related Companion Loan.


 


(f)           Notwithstanding
any provision herein to the contrary, the Special Servicer shall not hold for the benefit of the Trust Fund any personal property
pursuant to this Section 3.12 unless:


 


(i)           such
personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the
Special Servicer; or


 


(ii)          the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection
Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance) to the
effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as
a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding.


 


(g)          Notwithstanding
any acquisition of title to any Property following a Mortgage Loan Event of Default under the Whole Loan and cancellation of the
Whole Loan, the Mortgage Loan and each Companion Loan, the Whole Loan, the Mortgage Loan and each Companion Loan shall be deemed
to remain outstanding and, with respect to the Mortgage Loan, held in the Trust Fund for purposes of the application of collections
and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Mortgage
Loan and each Companion Loan shall be deemed to remain outstanding, (i) it shall be assumed that the unpaid principal balance
of the Mortgage Loan and each Companion Loan immediately


 






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after any discharge is equal to the unpaid principal balance of the Mortgage
Loan and each Companion Loan, respectively, immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied
as provided in Section 1.3(b).


 


3.13.      Custodian
and Trustee to Cooperate; Release of Items in the Mortgage File. From time to time and as appropriate for the servicing of
the Mortgage Loan or Foreclosure of or realization on any Property, the Custodian shall, upon receipt from a Servicing Officer
of the Servicer or the Special Servicer of a Request for Release in the form of Exhibit B hereto, release or cause to be
released any items from the Mortgage File to the Servicer or the Special Servicer, as the case may be, within the lesser of (i) seven
(7) calendar days and (ii) five (5) Business Days of its receipt of the related receipt for release. All Foreclosures shall
be instituted in the Special Servicer’s own name, as an authorized delegate of the Trustee, on behalf of the Trust Fund,
pursuant to a limited power of attorney substantially in the form of Exhibit N hereto from the Trustee to the Special Servicer.
In the event the Special Servicer cannot institute a Foreclosure in its own name, the Special Servicer shall notify the Trustee
and the Trustee shall, at the written request of a Servicing Officer of the Special Servicer, execute such documents furnished
to it as shall be necessary to the prosecution of any such Foreclosure. Such receipt for release shall obligate the Servicer or
the Special Servicer to (and the Servicer or Special Servicer, as applicable, shall) return such items to the Custodian when the
need therefor by the Servicer or the Special Servicer no longer exists.


 


3.14.      Title
and Management of Foreclosed Property. (a)  In the event that title to any Property is acquired for the benefit
of the Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed,
certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include
the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10.
Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer
(the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance).
Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date
shall be deemed to occur under the REMIC Provisions with respect to such Property, the expense of such consultation being treated
as a reimbursable expense of the Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund (and the
Companion Loan Holders), shall dispose of any Foreclosed Property in accordance with, and subject to the conditions set forth
in, Sections 3.15 and 13.2. Subject to Sections 13.2 and 3.14(d), the Special Servicer shall
hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such
Foreclosed Property for the Certificateholders (and the Companion Loan Holders) solely for the purpose of its prompt disposition
and sale. In connection with such management and subject to Section 3.4(c)(xi), the Successor Manager shall be entitled
to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(xi).


 


(b)         The
Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed
Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed
Property a Foreclosed Property Account in the name of the Special Servicer for the benefit of the


 






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Trustee on behalf of the Certificateholders
(and the Companion Loan Holders) pursuant to Section 3.6.


 


(c)          The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices and the specific requirements
and prohibitions of this Agreement and the Intercreditor Agreement, to do any and all things in connection with any Foreclosed
Property for the benefit of the Trust Fund and Companion Loan Holders on such terms as are appropriate and necessary for the efficient
operation or liquidation, as applicable, of such Foreclosed Property, so long as the Special Servicer deems such actions to be
consistent with Accepted Servicing Practices. Without limiting the generality of the foregoing, the Special Servicer may retain
an independent contractor to operate and manage any Foreclosed Property; however, the retention of an independent contractor
will not relieve the Special Servicer of its obligations hereunder with respect to such Foreclosed Property.


 


The Special Servicer
shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all revenues received with respect
to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation,
management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such
Foreclosed Property, including, but not limited to:


 


(i)          all
insurance premiums due and payable in respect of such Foreclosed Property;


 


(ii)         all
taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in
the imposition of a lien thereon; and


 


(iii)        all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any.


 


To the extent that amounts
on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above,
the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer
determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If funds
in the Collection Account allocable to the Junior Notes pursuant to the terms of the Intercreditor Agreement are insufficient to
reimburse any such Property Protection Advance, then any deficiency shall be paid from amounts on deposit in the Collection Account
allocable to the Senior Notes, on a pro rata and pari passu basis (based on the outstanding principal balances of
the Senior Notes), pursuant to the terms of the Intercreditor Agreement. If such amounts are reimbursed from amounts allocable
to the Mortgage Loan, the Servicer will be required, after receiving payment from amounts on deposit in the Collection Account
allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion Loan Holders and (ii) use commercially reasonable
efforts to exercise on behalf of the Issuing Entity the rights of the Issuing Entity under the Intercreditor Agreement to obtain
reimbursement from each Companion Loan Holder for a pro rata portion (based on the principal balances of the Senior Notes)
of such amount allocable to the related Companion Loan.


 






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(d)         The
Special Servicer, in the name of the Trust Fund, shall (subject to Section 3.14(a)) contract with any Successor Manager
for the operation and management of any such Foreclosed Properties; provided that no such contract shall impose individual
liability on the Trustee or the Trust; provided, further, that:


 


(i)          the
terms and conditions of any such contract shall not be inconsistent herewith;


 


(ii)         any
such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special
Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management
of any such Foreclosed Properties, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer,
for deposit into the Foreclosed Property Account, as soon as practicable but in no event later than the Business Day immediately
following receipt; and


 


(iii)        none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such
Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations
to the Trust Fund on behalf of the Certificateholders and the Companion Loan Holders with respect to the operation and management
of any such Foreclosed Properties.


 


The Special Servicer
shall be entitled, and to the extent required by the REMIC Provisions, shall be required, to enter into an 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. All REO
Management Fees shall be an expense of the Trust Fund payable from the Foreclosed Property Account or subject to reimbursement
pursuant to Section 3.4(c)(xi). The Special Servicer agrees to monitor the performance of the Successor Manager and
to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses incurred
by the Special Servicer in connection herewith shall qualify as Property Protection Advances.


 


(e)         On
or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and
deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date through
the Business Day prior to the Remittance Date on or with respect to each Foreclosed Property (including any funds no longer needed
in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to
fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property, including without
limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements
and other related expenses.


 


3.15.      Sale of Foreclosed Property. (a)  In the event that title to any Property is acquired by the Special Servicer
for the benefit of the Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise,
the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee


 






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(which shall
not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant
to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and that is
managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would
not be a Nonrecoverable Advance). The Special Servicer, on behalf of the Trust Fund (and the Companion Loan Holders), shall sell
any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later
than the time period set forth in Section 13.2 hereof in a manner provided under this Section 3.15.


 


(b)         If the Special Servicer acquires any Foreclosed Property in the name of and on behalf of the Trust Fund and the Companion
Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions of
this Agreement and the Intercreditor Agreement, to do any and all things in connection with the management and operation thereof
in accordance with Accepted Servicing Practices, all on such terms as the Special Servicer deems to be in the best interest of
the Certificateholders and the Companion Loan Holders (as a collective whole, as if such Certificateholders and Companion Loan
Holders constituted a single lender) and consistent with the REMIC Provisions.


 


(c)         Subject
to the consent and consultation rights of the Controlling Class Certificateholder (or the Controlling Class Representative on
its behalf), the Special Servicer shall accept the highest cash bid for a Foreclosed Property received from any Person. However,
in no event may such bid be less than an amount at least equal to the portion of the Repurchase Price attributable to such Foreclosed
Property. Notwithstanding the foregoing, in the absence of any such bid, the Special Servicer shall accept the highest cash bid,
if the highest offeror is a Person other than the Trustee or an Interested Person, that the Special Servicer (or the Trustee as
provided in the next sentence) determines is a fair price based on Appraisals obtained within the last nine (9) months. If the
highest bidder is an Interested Person, the Trustee shall determine the fairness of the highest bid by an Interested Person. The
Trustee may (at its option at the expense of the Trust Fund (unless such expenses are reimbursed with funds otherwise paid from
amounts allocable to the Companion Loans pursuant to the terms of the Intercreditor Agreement)) designate an Independent third
party expert in real estate or commercial mortgage loan matters with at least five (5) years’ of experience in valuing or
investing in properties similar to the Foreclosed Property, that has been selected with reasonable care by the Trustee to determine
if such bid constitutes a fair price for the Foreclosed Property. The Trustee shall be entitled to conclusively rely upon any
such third party determination, and all reasonable fees and costs of any Appraisals, inspection reports, and broker opinions of
value incurred by any such third party shall be covered by, and be reimbursable from, the Trust (unless such expenses are reimbursed
with funds otherwise paid from amounts allocable to the Companion Loans pursuant to the terms of the Intercreditor Agreement).
If funds in the Collection Account allocable to the Junior Notes pursuant to the terms of the Intercreditor Agreement are insufficient
to reimburse any such fees and costs, then any deficiency shall be paid from amounts on deposit in the Collection Account allocable
to the Senior Notes, on a pro rata and pari passu basis (based on the outstanding principal balances of the Senior
Notes), pursuant to the terms of the Intercreditor Agreement. If such amounts are reimbursed from amounts allocable to the Mortgage
Loan, the Servicer will be required, after receiving payment from amounts on deposit in the Collection Account allocable to the
Mortgage Loan, if any, to (i) promptly notify the Companion Loan Holders and (ii) use commercially reasonable efforts to exercise
on behalf of the Issuing Entity the rights of the


 






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Issuing Entity under the Intercreditor Agreement to obtain reimbursement from
each Companion Loan Holder for a pro rata portion (based on the principal balances of the Senior Notes) of such amount allocable
to the related Companion Loan. The requirements of this Agreement and/or the Intercreditor Agreement may result in lower sales
proceeds than would otherwise be the case. Notwithstanding the foregoing, the Special Servicer shall not be obligated to accept
the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such
offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole as if such
Certificateholders and the Companion Loan Holders constituted a single lender), and the Special Servicer may accept a lower cash
offer (from any Person other than an Interested Person) if it determines, in accordance with Accepted Servicing Practices, that
acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective
whole as if such Certificateholders and the Companion Loan Holders constituted a single lender). Neither the Trustee nor any of
its affiliates, in their individual capacity, may make an offer for or purchase any Foreclosed Property.


 


(d)         Subject
to the provisions of Section 3.14, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan
Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed Property,
including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without
recourse to the Trustee, the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trust Fund or the
Certificateholders and the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may
contain customary warranties, so long as the only recourse for breach thereof is to the Trust Fund) and if consummated in accordance
with the terms of this Agreement, none of the Trustee, the Depositor, the Certificate Administrator or the Special Servicer shall
have any liability to any Certificateholder or any Companion Loan Holder with respect to the purchase price thereof accepted by
the Special Servicer or the Trustee.


 


(e)         The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in
connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a).


 


(f)          Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to the Trustee, the Certificate
Administrator and the Companion Loan Holders (or, to the extent a Companion Loan is included in an Other Securitization Trust,
the Other Servicer, Other Special Servicer, Other Trustee and Other Certificate Administrator under the related Other Pooling and
Servicing Agreement) a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the
Foreclosed Property was acquired in foreclosure or by deed-in-lieu of foreclosure or otherwise, (ii) the date of disposition
of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest
with respect to the Repurchase Price of such Foreclosed Property, calculated from the date of acquisition to the disposition date,
and (v) such other information as the Trustee or the Certificate Administrator may reasonably request.


 


3.16.      Sale of the Mortgage Loan and the Companion Loans. (a)  (i) Within sixty (60) days after the occurrence
of a Special Servicing Loan Event, the Special Servicer shall


 






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order (but shall not be required to have received) an Appraisal.
The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Controlling Class Certificateholder (or the
Controlling Class Representative on its behalf (during any Subordinate Control Period or any Subordinate Consultation Period) and
each Companion Loan Holder (or, to the extent a Companion Loan is included in an Other Securitization Trust, the Other Depositor,
Other Servicer and Other Certificate Administrator under the related Other Pooling and Servicing Agreement) of the occurrence of
such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, the
Special Servicer may offer to sell to any Person the Whole Loan or may offer to purchase the Whole Loan, if and when the Special
Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection
of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and the Companion Loan Holders
on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Controlling Class
Certificateholder (or the Controlling Class Representative on its behalf) (during any Subordinate Control Period or any Subordinate
Consultation Period) and each Companion Loan Holder (or, to the extent a Companion Loan is included in an Other Securitization
Trust, the Other Depositor, Other Servicer and Other Certificate Administrator under the related Other Pooling and Servicing Agreement),
not less than five (5) Business Days’ prior written notice of its intention to sell the Whole Loan, in which case the Special
Servicer is required to accept the highest offer received from any Person (other than any Interested Person) for the Whole Loan
in an amount at least equal to the Repurchase Price or, at its option, if it has received no offer at least equal to the Repurchase
Price therefor, the Special Servicer may purchase the Whole Loan at the Repurchase Price, subject to any consent or consultation
rights of the Controlling Class Certificateholder (or Controlling Class Representative on its behalf) to the extent set forth in
this Agreement. For the avoidance of doubt the Special Servicer shall be required to sell the Mortgage Loan together with the Companion
Loans, as one whole loan.


 


(ii)          In the absence of any offer at least equal to the Repurchase Price (or purchase by the Special Servicer for the Repurchase
Price), the Special Servicer shall accept the highest offer received from any Person that is determined by the Special Servicer
to be a fair price for the Whole Loan, if the highest offeror is a Person other than an Interested Person. If the highest bidder
is an Interested Person, the Trustee shall determine the fairness of the highest bid based upon an Appraisal (which may be an
Appraisal obtained in the last nine (9) months by the Special Servicer) obtained at the expense of the Trust Fund (unless such
expense is reimbursed with funds otherwise paid from amounts allocable to the Companion Loans pursuant to the terms of the Intercreditor
Agreement), and the Trustee may conclusively rely on the opinion of such Appraisal and such determination shall be binding upon
all parties. All reasonable costs and fees of the Trustee in making such determination will be reimbursable to it first, by the
Servicer as an Advance, subject to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then
as an expense of the Trust (unless such expense is reimbursed with funds otherwise paid from amounts allocable to the Companion
Loans pursuant to the terms of the Intercreditor Agreement). Neither the Trustee nor any of its affiliates, in their individual
capacity, may make an offer for or purchase the Whole Loan. In addition, if the Trustee shall be required to determine the fairness
of the highest bid by an Interested Person, the Trustee may (at its option at the expense of the Trust Fund (unless such expense
is reimbursed with funds otherwise paid from amounts


  






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allocable to the Companion Loan Holders pursuant to the terms of the Intercreditor Agreement))
designate an Independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’
of experience in valuing or investing in loans similar to the Whole Loan, that has been selected with reasonable care by the Trustee
to determine if such bid constitutes a fair price for the Whole Loan. The Trustee shall be entitled to conclusively rely upon any
such third party determination, and all reasonable fees and costs of any Appraisals, inspection reports, and broker opinions of
value incurred by any such third party shall be covered by, and be reimbursable from, the Trust (unless such expenses are reimbursed
with funds otherwise paid from amounts allocable to the Companion Loans pursuant to the terms of the Intercreditor Agreement) If
funds in the Collection Account allocable to the Junior Notes pursuant to the terms of the Intercreditor Agreement are insufficient
to cover any such fees and costs, then any deficiency shall be paid from amounts on deposit in the Collection Account allocable
to the Senior Notes, on a pro rata and pari passu basis (based on the outstanding principal balances of the Senior
Notes), pursuant to the terms of the Intercreditor Agreement. If such amounts are reimbursed from amounts allocable to the Mortgage
Loan, the Servicer will be required, after receiving payment from amounts on deposit in the Collection Account allocable to the
Mortgage Loan, if any, to (i) promptly notify the Companion Loan Holders and (ii) use commercially reasonable efforts to exercise
on behalf of the Issuing Entity the rights of the Issuing Entity under the Intercreditor Agreement to obtain reimbursement from
each Companion Loan Holder for a pro rata portion (based on the principal balances of the Senior Notes) of such amount allocable
to the related Companion Loan. 


 


(iii)         The
Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted
Servicing Practices, that the rejection of such offer would be in the best interests of the Holders of the Certificates and the
Companion Loan Holders (as a collective whole as if such Certificateholders and the Companion Loan Holders constituted a single
lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices,
that the acceptance of such offer would be in the best interests of the Holders of the Certificates and the Companion Loan Holders
(as a collective whole as if such Certificateholders and the Companion Loan Holders constituted a single lender), provided
that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer
shall use efforts consistent with Accepted Servicing Practices to sell the Whole Loan prior to the Rated Final Distribution Date.


 


(iv)        Unless
and until the Whole Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution
strategies with respect to the Whole Loan, including, without limitation, workout and foreclosure, as the Special Servicer may
deem appropriate, consistent with the Asset Status Report, Accepted Servicing Practices and the REMIC Provisions.


 


(b)          The right of the Special Servicer to purchase or sell the Whole Loan after the occurrence of a Special Servicing Loan Event
shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Whole
Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further


 






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force or
effect) if the Whole Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event
has ceased to exist pursuant to the terms of this Agreement, (ii) the Whole Loan has become subject to a fully executed agreement
reflecting the terms of the workout arrangement, (iii) the Whole Loan has otherwise been resolved (including by a full or
discounted pay-off) or (iv) a mezzanine lender has exercised its purchase option under the related mezzanine intercreditor agreement.


 


(c)         Any sale of the Whole Loan shall be for cash only.


 


(d)         Notwithstanding
anything contained herein to the contrary, the Special Servicer shall not sell the Whole Loan pursuant to this Section 3.16
without the written consent of each Companion Loan Holder unless the Special Servicer has followed the procedures for the
sale of the Whole Loan set forth in the Intercreditor Agreement.


 


3.17.      Servicing
Compensation.    The Servicer shall be entitled to receive the Master Servicing Fee with respect to the
Mortgage Loan and the Primary Servicing Fee with respect to the Whole Loan and any Foreclosed Properties payable monthly from
the Collection Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be entitled to
retain as compensation any late payment charges and certain other customary charges and fees to the extent described below, as
well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder, in each case, to the
extent actually received from the Borrowers and permitted to be allocated to such amounts by the terms of the Loan Documents,
this Agreement and the Intercreditor Agreement and subject in all cases to the rights of the Companion Loan Holders to any such
amounts as may be set forth in the Intercreditor Agreement, other than: (i) fees of any sub-servicer and the expenses of
any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the cost
of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the
Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise
to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer
associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and
(iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer in performing its obligations
hereunder (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and
is continuing and subject to the terms of the Intercreditor Agreement, the Servicer shall also be entitled to retain as additional
servicing compensation any late payment fees and Default Interest (including any late payment fees and Default Interest collected
after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent
not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, substitution fees, release
fees (including, without limitation, any fees payable in connection with a defeasance), Modification Fees (subject to the last
paragraph of this Section 3.17), loan service transaction fees, insufficient funds fees and similar fees and expenses
to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited
by) the terms of the Loan Documents, this Agreement and the Intercreditor Agreement; provided, however, that the
Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges, with respect to the Mortgage
Loan or the Companion Loans, with respect to which a default thereunder or Mortgage Loan Event of


 






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Default is continuing unless and until
such default or Mortgage Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due
with respect to the Mortgage Loan or the Companion Loans have been paid in full and all interest on Advances has been paid in
full. In addition, the Servicer, subject to the terms of the Intercreditor Agreement, shall be entitled to retain as
additional servicing compensation release fees (including, without limitation, any fees payable in connection with a
defeasance of the Whole Loan) and any income earned (net of losses to the extent provided in this Agreement) on the
investment of funds deposited in the Collection Account and any Reserve Account (to the extent not payable to the
Borrowers).


 


If a Special Servicing
Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to
the Mortgage Loan and the Companion Loans for so long as such Special Servicing Loan Event continues as well as reimbursement for
all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity bond
or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Special Servicer including
but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the
Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special
Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special
Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer
in performing its obligations hereunder (the “Special Servicer Customary Expenses”). If at any time the Mortgage
Loan or any Companion Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer shall use efforts consistent with Accepted
Servicing Practices and the REMIC Provisions, to collect the amount of any Special Servicing Fee, Liquidation Fee and/or Work-out
Fee from the Borrowers pursuant to Section 10.13 of the Loan Agreement, including exercising all remedies available under
the Loan Agreement that would be in accordance with Accepted Servicing Practices, specifically taking into account the costs or
likelihood of success of any such collection efforts and the Realized Loss or related loss that would be incurred by Certificateholders
or the Companion Loan Holders, as applicable, in connection therewith as opposed to the Realized Loss that would be incurred as
a result of not collecting such amounts from the Borrowers. Notwithstanding anything herein to the contrary, with respect to any
Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both.


 


If a Special Servicing
Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrowers negotiated
by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee. In the event that (i) the Applicable
Control Party, sends notice to the Trustee under Section 7.1(d), directing the Trustee to terminate the Special Servicer,
or (ii) the Special Servicer resigns or has been terminated, and in each case, prior or subsequent to such resignation or termination,
either (A) the Specially Serviced Mortgage Loan or the related Property was liquidated or modified, as applicable, pursuant to
an action plan submitted by the initial Special Servicer, or (B) the Specially Serviced Mortgage Loan was being monitored by the
initial Special Servicer and the related Special Servicing Loan Event is terminated following resolution of such Special Servicing
Loan Event by a written agreement with the Borrowers negotiated by the initial Special Servicer, then in the case of either clause
(A) or (B), the Special Servicer (and not the


 






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successor special servicer) shall be paid the related Work-out Fee or
Liquidation Fee, as applicable.


 


The Special Servicing
Fee and any Liquidation Fee payable from Liquidation Proceeds (and not the Borrowers) shall be payable from funds on deposit in
the Collection Account as provided in Section 3.4(c). The Special Servicer during the continuance of a Special Servicing
Loan Event shall also be entitled to retain as additional servicing compensation, solely to the extent such amounts are received
from the Borrowers, any late payment fees (to the extent not applied pursuant to Section 3.4(c)), Default Interest
(to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, Modification
Fees (subject to the last paragraph of this Section 3.17), Mortgage Loan service transaction fees, insufficient funds
fees and similar fees and expenses and any income earned (net of losses to the extent provided in this Agreement) on the investment
of funds deposited in the Foreclosed Property Account.


 


Notwithstanding any other
provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for
an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount
of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Borrowers (to
the extent the Borrowers are required to do so under the Loan Agreement); (ii) failure of the Borrowers to reimburse for such
payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense
incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) (it being understood that
the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement
is expressly provided for herein or such expense is expressly described herein as an expense of the Trust Fund or as an Advance.


 


Except as otherwise expressly
provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of
the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other servicing
compensation provided for herein shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void,
unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable, in connection with the assumption
by such successor of the duties hereunder pursuant to Section 7.2.


 


With respect to each
Collection Period during which the Special Servicer or any of its Affiliates received any Disclosable Special Servicer Fees, the
Special Servicer shall deliver or cause to be delivered to the Servicer on or prior to the related Determination Date, and the
Servicer (if it has received such report from the Special Servicer) shall deliver such report to the Certificate Administrator
without charge on or prior to the Remittance Date with respect to such Determination Date, an
electronic report 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. The Special Servicer and its Affiliates shall be prohibited
from receiving or retaining any Disclosable Special Servicer
Fees.


 


Notwithstanding anything
herein to the contrary, the Servicer and the Special Servicer shall each be entitled to 50% of any Modification Fees received in
connection with (i)


 






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the extension of the Maturity Date of the Mortgage Loan to which Special Servicer’s consent is required
pursuant to clause (vii)(c) of the definition of Special Servicing Loan Event and (ii) any Major Decision for which the Special
Servicer’s consent is required pursuant to the terms of this Agreement.


 


3.18.      Reports
to the Certificate Administrator; Account Statements. (a)  The Servicer shall prepare, or cause to be prepared,
and deliver to the Certificate Administrator and each Companion Loan Holder (or, to the extent a Companion Loan is included in
an Other Securitization Trust, to the Other Servicer and the Other Certificate Administrator under the related Other Pooling and
Servicing Agreement), in an electronic format which format is reasonably acceptable to the Certificate Administrator, consistent
with Accepted Servicing Practices, not later than (i) 2:00 p.m. (New York time) two Business Days prior to each Distribution
Date, the CREFC® Loan Periodic Update File and (ii) 3:00 p.m. (New York time) on the Remittance Date immediately
preceding each Distribution Date, the remaining CREFC® Reports (except the CREFC® Bond Level File,
the CREFC® Special Servicer Loan File, the CREFC® Operating Statement Analysis Report and the CREFC®
NOI Adjustment Worksheet). The Certificate Administrator shall prepare the CREFC® Bond Level File and the
CREFC® Collateral Summary File.


 


The CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet shall be made available on the Servicer’s
internet website (www.wellsfargo.com/com/comintro) on a calendar quarterly basis within 30 days after the Servicer’s
(or, with respect to a Specially Serviced Mortgage Loan, the Special Servicer who shall promptly provide the CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet to the Servicer) receipt of the Borrowers’
quarterly financials (commencing with the quarter ending March 31, 2016) and annually within 45 days after receipt of the Borrowers’
annual financials for the year ending December 31, 2016); provided, with respect to any obligation of the Servicer
or the Special Servicer to provide year-end or quarterly analysis or updates, such analysis or updates shall not be required to
the extent not required to be provided in the then current applicable CREFC® guidelines.


 


(b)         The
Servicer shall furnish to the Certificate Administrator in electronic format which format is reasonably acceptable to the Certificate
Administrator, the CREFC® Reports produced by it pursuant to this Agreement not later than the time period specified
in Section 3.18(a), and thereafter, subject to Section 12.17, if requested by the Rating Agencies pursuant
to Section 12.17, furnish to the 17g-5 Information Provider the CREFC® Reports produced by it pursuant to
this Agreement (which shall promptly post the same to the 17g-5 Information Provider’s Website).


 


(c)         The Servicer shall produce the reports described in this Section 3.18 solely from information provided to the
Servicer by the Borrowers pursuant to the Loan Agreement (without modification, interpretation or analysis) or by the Special Servicer,
the Mortgage Loan Sellers or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator, the Servicer,
or the Special Servicer shall be responsible for the completeness or accuracy of such information (except that the Servicer shall
use efforts consistent with Accepted Servicing Practices to correct patent errors).


 






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(d)         Notwithstanding
anything contained herein to the contrary, the Servicer and the Special Servicer shall provide to each Companion Loan Holder (or,
to the extent a Companion Loan is included in an Other Securitization Trust, to the party under the related Other Pooling and
Servicing Agreement corresponding to the party under this Agreement to which delivery of such items is required): (i) all documents,
certificates, instruments, notices, reports, operating statements, rent rolls and other information regarding the Whole Loan that
such party would be required to deliver to any Controlling Class Certificateholder or Controlling Class Representative pursuant
to the terms of this Agreement, (ii) all CREFC® Reports that such party delivers to any other party to this
Agreement, (iii) any annual statements as to compliance delivered pursuant to Sections 10.8 and 10.9 and any annual independent
public accountants’ servicing reports delivered pursuant to Section 10.10, and (iv) any other material documents,
certificates, instruments, notices, reports, operating statements, rent rolls and other information regarding the Whole Loan that
such party delivers to any other party to this Agreement.


 


3.19.      [Reserved].


 


3.20.      [Reserved].


 


3.21.      Access to Certain Documentation Regarding the Mortgage Loan and Other Information. (a)  The Servicer and
the Special Servicer shall provide to the Trustee, the Certificate Administrator, the Initial Purchasers, the Depositor, any Certificateholders
that are federally insured financial institutions, the Federal Reserve Board, the Federal Deposit Insurance Corporation and the
Office of the Comptroller of the Currency and the supervisory agents and examiners of such boards and such corporations, and any
other governmental or regulatory body to the jurisdiction of which any Certificateholder is subject, access to the documentation
regarding the Mortgage Loan required by applicable regulations of the Federal Reserve Board, Federal Deposit Insurance Corporation,
Office of the Comptroller of the Currency or any such governmental or regulatory body, such access being afforded without charge
but only upon reasonable prior request and during normal business hours at the offices of the Servicer or Special Servicer.


 


(b)         The
Depositor hereby authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available to BlackRock
Financial Management, Markit, CMBS.com, Bloomberg, L.P., Trepp, LLC, Thomson Reuters Corporation and Intex Solutions, Inc. or
such other vendor chosen by the Depositor that submits to the Certificate Administrator a certification in the form of Exhibit
K-3 to this Agreement, all the Distribution Date Statements, CREFC® Reports and supplemental notices delivered
or made available pursuant to Section 8.14(c) to Privileged Persons.


 


3.22.      Inspections. The Servicer shall inspect or cause to be inspected each of the Properties not less frequently than
once each year commencing in 2017, so long as a Special Servicing Loan Event is not then continuing; provided, that the
Servicer shall not be required to inspect a Property if it has been inspected by the Special Servicer in the preceding 12 months.
The Special Servicer shall inspect or cause to be inspected each Property as applicable and as soon as practicable following the
occurrence of a Special Servicing Loan Event and annually thereafter so long as the Whole Loan is a Specially Serviced Mortgage
Loan. The Servicer or the Special Servicer, as applicable, shall also inspect, or cause to be inspected, a Property whenever


 






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it
receives information that such Property has been damaged, left vacant, or abandoned, or if waste is being committed on such Property.
All such inspections shall be performed in a manner consistent with Accepted Servicing Practices. The cost of the annual inspections
referred to in the first sentence of this paragraph shall be an expense of the Servicer; the cost of all additional inspections
referred to in this paragraph shall be a Trust Fund Expense (unless such expense is required to be borne by the Companion Loans
pursuant to the terms of the Intercreditor Agreement) and, if paid by the Servicer or Special Servicer, shall constitute a Property
Protection Advance. If funds in the Collection Account allocable to the Junior Notes pursuant to the terms of the Intercreditor
Agreement are insufficient to reimburse any such Property Protection Advance, then any deficiency shall be paid from amounts on
deposit in the Collection Account allocable to the Senior Notes, on a pro rata and pari passu basis (based on the
outstanding principal balances of the Senior Notes), pursuant to the terms of the Intercreditor Agreement. If such amounts are
reimbursed from amounts allocable to the Mortgage Loan, the Servicer will be required, after receiving payment from amounts on
deposit in the Collection Account allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion Loan Holders and
(ii) use commercially reasonable efforts to exercise on behalf of the Issuing Entity the rights of the Issuing Entity under the
Intercreditor Agreement to obtain reimbursement from each Companion Loan Holder for a pro rata portion (based on the principal
balances of the Senior Notes) of such amount allocable to the related Companion Loan. The Servicer or Special Servicer, as the
case may be, shall prepare a written report of inspection and deliver it to the Certificate Administrator and each Companion Loan
Holder. The Certificate Administrator shall post such report on the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


3.23.      Advances.
(a)  If a Monthly Payment (or an Assumed Monthly Payment, as applicable) (other than the Balloon Payment, if any) or
any portion of a Monthly Payment (or an Assumed Monthly Payment, as applicable) (other than any Balloon Payment, if any) on the
Mortgage Loan has not been received by the close of the Business Day immediately prior to the Remittance Date (to the extent such
Monthly Payment or Assumed Monthly Payment would be allocable to the Mortgage Loan pursuant to the Intercreditor Agreement), the
Servicer, subject to its determination that such amounts would not be Nonrecoverable Advances, shall make an advance for deposit
into the Distribution Account on such Remittance Date, in an amount equal to the Monthly Payment or an Assumed Monthly Payment,
as applicable, (with respect to the portion of such Monthly Payment or Assumed Monthly Payment that is allocable to principal,
only to the extent such principal would be allocable to the Mortgage Loan pursuant to the terms of the Intercreditor Agreement)
or any such portion of the Monthly Payment or an Assumed Monthly Payment, as applicable, (with respect to the portion of such
Monthly Payment or Assumed Monthly Payment that is allocable to principal, only to the extent such principal would be allocable
to the Mortgage Loan pursuant to the terms of the Intercreditor Agreement) on such Mortgage Loan that was delinquent as of the
close of the Business Day immediately prior to such Remittance Date, in each case, net of the Servicing Fee (which will not be
paid to the Servicer until the funds in the Collection Account are available for payment of such fee).  The portion of
any such Advance that is equal to any accrued and unpaid CREFC® Intellectual Property Royalty License Fee shall
not be deposited into the Distribution Account but shall instead be remitted directly to CREFC® by the Servicer.
 For the avoidance of doubt, in the event that the amount of interest on the Mortgage Loan is reduced as a result of any
modification to the Mortgage Loan, any future Monthly Payment Advance made with respect to such modified Mortgage Loan shall be
in such amounts as may be required as a result of such reduction. Neither the Servicer nor the


 






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Trustee
shall be entitled to interest on any Monthly Payment Advance on the Mortgage Loan until the related Loan Payment Date has
passed and any grace period for late payments applicable to the Mortgage Loan has expired. The Servicer shall maintain a
record of each Monthly Payment Advance it has made pursuant to this Section 3.23(a) on the Mortgage Loan and
shall notify the Certificate Administrator thereof in the appropriate CREFC® Reports in order to permit
allocation thereof pursuant to Sections 3.4 and 3.5. In the event that the Servicer does not remit any
amounts required to be remitted to the Certificate Administrator on each Remittance Date (including any amounts required to
be remitted pursuant to Section 3.5 and any required Monthly Payment Advance) to the Certificate Administrator
for deposit in the Distribution Account on the Remittance Date, the Servicer shall pay to the Certificate Administrator
interest on such amounts at the federal funds rate for the period from and including the Remittance Date to but excluding the
Distribution Date or, if earlier, the actual remittance date.


 


The Servicer and the
Trustee, as applicable, shall be entitled to reimbursement for a Monthly Payment Advance (and interest thereon) and any Administrative
Advance (and interest thereon) from any collections on the Mortgage Loan prior to any distributions to the Certificateholders;
provided that such reimbursement shall be deemed allocable first, from amounts due to the Trust (and therefore the
Certificateholders as beneficial owners thereof) as holder of the Junior Notes, on a pro rata and pari passu basis
(based on the principal balances of the Junior Notes) and, then, from amounts due to the Trust (and therefore the Certificateholders
as beneficial owners thereof) as holder of the Group 2 Notes, on a pro rata and pari passu basis (based on the principal
balances of the Group 2 Notes). Neither the Servicer nor the Trustee shall be required to make (i) any Monthly Payment Advance
with respect to any delinquent payment amounts due on the Companion Loans or (ii) any Administrative Advance with respect to any
Companion Loans.


 


At any time that an Appraisal
Reduction Amount exists, the amount that would otherwise be required to be advanced by the Servicer in respect of delinquent payments
of interest on the Mortgage Loan shall be reduced by multiplying such amount by a fraction, the numerator of which is the then
outstanding principal balance of the Mortgage Loan minus the applicable Appraisal Reduction Amount allocated to the Mortgage Loan
and the denominator of which is the then outstanding principal balance of the Mortgage Loan.


 


Neither the Servicer
nor the Trustee is obligated to advance any principal payment with respect to the Group 2 Notes unless (i) a Cross Over Period
has occurred and is continuing under the Intercreditor Agreement or (ii) the Group 1 Notes have been satisfied in full. Neither
the Servicer nor the Trustee is obligated to advance any principal payment with respect to the Group 3 Notes until the Group 1
Notes and Group 2 Notes are satisfied in full.


 


(b)         Subject
to Section 3.23(e), the Servicer shall advance, to the extent it determines that such amount is recoverable, all customary
and reasonable out-of-pocket costs and expenses incurred by the Servicer or the Special Servicer in the performance of its servicing
obligations, including, but not limited, to the costs and expenses incurred in connection with (i) the preservation, restoration,
operation and protection of any Property which, in the Servicer’s or the Special Servicer’s, as applicable, sole discretion,
exercised in accordance with Accepted Servicing Practices, are necessary to prevent an immediate or material loss to the Trust
Fund’s


 






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interest in such Property, (ii) the payment of (A) real estate taxes, assessments and governmental charges
that may be levied or assessed against the Borrowers or any of their affiliates or any Property or revenues therefrom or which
become liens on any Property, (B) insurance premiums and (C) the out-of-pocket costs and expenses of the Servicer or
the Special Servicer, as applicable (including, without limitation, reasonable attorneys’ fees and expenses) to the extent
not paid by the Borrowers that are incurred in connection with assumption of the Whole Loan or a release of any Property securing
the Whole Loan from the lien of the related Mortgage, (iii) any enforcement or judicial proceedings, including foreclosures
and including, but not limited to, court costs, reasonable attorneys’ fees and expenses and costs for third-party experts,
including appraisers and environmental and engineering consultants, and (iv) the management, operation and liquidation of
a Property if such Property is acquired by the Special Servicer or its affiliate in the name of the Trustee on behalf of the Trust
and the Companion Loan Holders (collectively, “Property Protection Advances”). In addition, subject to Section 3.23(e),
the Servicer shall advance, regarding only the Mortgage Loan for the benefit of the Certificateholders, to the extent it determines
such amount is recoverable and, to the extent required to be paid by the Borrowers (but not so paid), the amount of any Borrower
Reimbursable Trust Fund Expenses that would be allocated to the Mortgage Loan pursuant to the terms of the Intercreditor Agreement
(collectively, “Administrative Advances”). Neither the Servicer nor the Trustee shall be obligated to make
any Administrative Advances in respect of the Companion Loans. During the continuation of a Special Servicing Loan Event, the
Special Servicer shall give the Servicer and the Trustee not less than five Business Days’ written notice before the date
on which the Servicer is requested to make any Property Protection Advance with respect to the Whole Loan or any Foreclosed Property;
provided, however, that only three Business Days’ written notice shall be required in respect of Property
Protection Advances required to be made on an urgent or emergency basis (which may include, without limitation, Property Protection
Advances required to make tax or insurance payments). In addition, the Special Servicer shall provide the Servicer with such information
in its possession as the Servicer may reasonably request to enable the Servicer to determine whether a requested Property Protection
Advance would constitute a Nonrecoverable Advance. Notwithstanding anything herein to the contrary, if the Special Servicer requests
that the Servicer make an Advance, the Trustee and the Servicer may (but shall not be obligated to) conclusively rely on such
request as evidence that such advance is not a Nonrecoverable Advance.


 


Any determination by
the Servicer that a Property Protection Advance, if made, will be, or any Property Protection Advance previously made, is, a Nonrecoverable
Advance, will be conclusive and binding on the holder of any Companion Loan (and related Other Servicer or Other Trustee).


 


With respect to a Property
Protection Advance, the Servicer shall be entitled to reimbursement from any collections on the Whole Loan prior to any distributions
to the Certificateholders or the Companion Loan Holders; provided that such reimbursement shall be deemed allocable first,
from amounts due to the Trust (and therefore the Certificateholders as beneficial owners thereof) as holder of the Junior Notes,
on a pro rata and pari passu basis (based on the principal balances of the Junior Notes) and, then, from amounts
due to the Trust (and therefore the Certificateholders as beneficial owners thereof) and the Companion Loan Holders as holders
of the Senior Notes, on a pro rata and pari passu basis (based on the principal balances of the Senior Notes); provided,
that the Servicer will be required, after receiving


 






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payment from amounts on deposit in the Collection Account, if any, to (i) promptly
notify the Companion Loan Holders and (ii) use commercially reasonable efforts to exercise on behalf of the Issuing Entity the
rights of the Issuing Entity under the Intercreditor Agreement to obtain reimbursement for a pro rata portion (based on
the principal balances of the Senior Notes) of such amount allocable to each Companion Loan from the respective Companion Loan
Holder.


 


(c)         To the extent the Servicer fails to make an Advance that it is required to make under this Agreement, the Trustee shall
be required to make such Advance pursuant to Section 7.6. It is understood that the obligation of the Servicer and
the Trustee (pursuant to Section 7.6) to make such Advances is mandatory, subject to the limitations set forth in this
Agreement, and shall continue to apply after any modification or amendment of the Mortgage Loan pursuant to Section 3.24
hereof, beyond the Maturity Date of the Mortgage Loan if a payment default shall have occurred on such date and through any court
appointed stay period or similar payment delay resulting from any insolvency of the Borrowers or related bankruptcy, notwithstanding
any other provision of this Agreement, other than the requirement of recoverability, and shall continue, subject to the requirement
of recoverability, until the earlier of (i) the payment in full of the Mortgage Loan and (ii) the date on which all of
the applicable Properties become liquidated.


 


(d)         Interest on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding
at a rate of interest equal to the Prime Rate (the “Advance Rate”) for each such day (or the most recent day
on which the Prime Rate was reported, if not reported on such day) on the basis of a year of 360 days and the actual number of
days elapsed in a month. Interest on the Advances shall compound annually.


 


(e)         Notwithstanding any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to
make an Advance only to the extent that the Servicer or the Trustee, as applicable, has determined that such Advance, together
with any previous unreimbursed Advances and interest on all those Advances at the Advance Rate, would not constitute a Nonrecoverable
Advance if made. The Trustee and the Servicer, in that order, shall be entitled to reimbursement for any such Advances from the
Collection Account (provided that, in the case of interest on Property Protection Advances, the Servicer shall, after receiving
payment from amounts on deposit in the Collection Account, if any, promptly notify the Companion Loan Holders (or, to the extent
that a Companion Loan is included in an Other Securitization Trust, the Other Servicer under the related Other Pooling and Servicing
Agreement)) and shall obtain such reimbursement in accordance with Section 3.4(c). If the context requires, each reference
to the reimbursement or payment of an Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement
of interest thereon at the Advance Rate through the date of payment or reimbursement.


 


(f)         The
determination by the Servicer or the Trustee, as applicable, that it has made a Nonrecoverable Advance or that any proposed Advance,
if made, would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate to the
Certificate Administrator, the Trustee (if such determination is made by the Servicer), the Controlling Class Certificateholder
(or the Controlling Class Representative on its behalf) (during any Subordinate Control Period and any Subordinate Consultation
Period) and each Companion Loan Holder (or, to the extent that a Companion Loan is included in an Other


 






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Securitization Trust, the
related Other Servicer and Other Trustee) detailing the reasons for such determination together with, to the extent such information,
report or document is in the Servicer’s possession, and, if such information, reports or documents are used by the Servicer
to determine that an Advance would be a Nonrecoverable Advance, any related financial information such as related income and expense
statements, rent rolls, occupancy status, property inspections and any Appraisals performed within the last twelve (12) months
on the Properties, any engineers’ reports, environmental surveys, internal final valuations or other information relevant
thereto which support such determination. The determination by the Special Servicer that an Advance is Nonrecoverable or that any
proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by an Officer’s Certificate to the
Certificate Administrator, the Trustee, the Controlling Class Certificateholder (or the Controlling Class Representative on its
behalf) (during any Subordinate Control Period or Subordinate Consultation Period) and each Companion Loan Holder (or, to the extent
that a Companion Loan is included in an Other Securitization Trust, the related Other Servicer and Other Trustee) detailing the
reasons for such determination together with, to the extent such information, report or document is in the Special Servicer’s
possession, and, if such information, reports or documents are used by the Special Servicer to determine that an Advance would
be a Nonrecoverable Advance, any related financial information such as related income and expense statements, rent rolls, occupancy
status, property inspections and any Appraisals performed within the last twelve (12) months on the Properties, any engineers’
reports, environmental surveys, internal final valuations or other information relevant thereto which support such determination.
Such Officer’s Certificate shall be made available to any Privileged Person by the Certificate Administrator posting such
Officer’s Certificate to the Certificate Administrator’s Website pursuant to Section 8.14(b). The Servicer
or the Trustee, as applicable, shall be entitled to rely conclusively on the Special Servicer’s determination that an Advance
is a Nonrecoverable Advance. The costs of any appraisals, reports or surveys and other information requested by the Servicer or
the Trustee establishing an Advance as a Nonrecoverable Advance shall be treated as Trust Fund Expenses (unless such expenses are
reimbursed with funds otherwise paid from amounts allocable to the Companion Loans pursuant to the terms of the Intercreditor Agreement),
payable from the Collection Account pursuant to Section 3.4(c), and shall constitute a Property Protection Advance
if paid by the Servicer or the Trustee from its funds. If funds in the Collection Account allocable to the Junior Notes pursuant
to the terms of the Intercreditor Agreement are insufficient to reimburse any Property Protection Advance, then any deficiency
shall be paid from amounts on deposit in the Collection Account allocable to the Senior Notes, on a pro rata and pari
passu basis (based on the outstanding principal balances of the Senior Notes), pursuant to the terms of the Intercreditor Agreement.
If such amounts are reimbursed from amounts allocable to the Mortgage Loan, the Servicer will be required, after receiving payment
from amounts on deposit in the Collection Account allocable to the Mortgage Loan, if any, to (i) promptly notify the Companion
Loan Holders and (ii) use commercially reasonable efforts to exercise on behalf of the Issuing Entity the rights of the Issuing
Entity under the Intercreditor Agreement to obtain reimbursement from each Companion Loan Holder for a pro rata portion
(based on the principal balances of the Senior Notes) of such amount allocable to the related Companion Loan from each Companion
Loan Holder (including, if such amounts cannot be recovered from the Whole Loan, from general collections of the related Other
Securitization Trust, if applicable). The Servicer’s determination of nonrecoverability in accordance with the above provisions
shall be conclusive and binding on the Trustee and the Trustee shall be entitled


 






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to rely conclusively thereupon. In addition, if
the Special Servicer determines that the Servicer or the Trustee has made a Nonrecoverable Advance or that any proposed Advance,
if made, would constitute a Nonrecoverable Advance, the Servicer and the Trustee shall be entitled to rely conclusively thereupon.
The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination
in its good faith business judgment.


 


(g)         The Servicer and the Trustee are not obligated to advance (i) the Balloon Payment, if any, with respect to the Mortgage
Loan (but are required to advance the Assumed Monthly Payment), (ii) any Default Interest, (iii) amounts required to
cure any damages resulting from Uninsured Causes (except as required pursuant to Section 3.12(c)), any failure of a
Property to comply with any applicable law, including any environmental law, or (except in connection with the foreclosure or other
acquisition of a Property in accordance with Section 3.12 upon the occurrence of a Mortgage Loan Event of Default)
to investigate, test, monitor, contain, clean up, or remedy an environmental condition present at a Property, (iv) any losses
arising with respect to defects in the title to a Property, (v) any costs of capital improvements to a Property other than
those necessary to prevent an immediate or material loss to the Trust’s interest in such Property, (vi) any yield maintenance
amounts or prepayment premiums, including any Yield Maintenance Premiums, (vii) any monthly payment advances of principal or interest
with respect to any Companion Loan or (viii) any Administrative Advances with respect to any Companion Loan. The Servicer or the
Trustee, as applicable, will not be entitled to reimbursement of any Monthly Payment Advance or Administrative Advance that is
a Nonrecoverable Advance from any amounts in the Collection Account allocable to the Companion Loans.


 


(h)         Notwithstanding
anything contained herein to the contrary, the Servicer and the Trustee shall each be entitled to make its own determination that
a Monthly Payment Advance previously made with respect to the Mortgage Loan is a Nonrecoverable Advance or that any proposed Monthly
Payment Advance, if made, would constitute a Nonrecoverable Advance with respect to the Mortgage Loan in accordance with the terms
of this Agreement, independently of any determination made by any Other Servicer or Other Trustee under any related Other Pooling
and Servicing Agreement in respect of any Companion Loan following the deposit of such Companion Loan into an Other Securitization
Trust, and each Other Servicer and Other Trustee, as applicable, shall each make its own determination that a Monthly Payment
Advance is or, if made, will be a Nonrecoverable Advance (both as defined in the related Other Pooling and Servicing Agreement)
or that any proposed Monthly Payment Advance, if made, would constitute a Nonrecoverable Advance (both as defined in the related
Other Pooling and Servicing Agreement) with respect to the related Companion Loan, in accordance with the related Other Pooling
and Servicing Agreement. No determination by the Servicer or the Trustee that any such Monthly Payment Advance is a Nonrecoverable
Advance shall be binding on the Other Servicer or the Other Trustee or the holders of any Companion Loan Securities. No determination
by the Other Servicer or the Other Trustee that any Monthly Payment Advance (as defined in the related Other Pooling and Servicing
Agreement) is nonrecoverable shall be binding on the Servicer, the Trustee or the Certificateholders.


 


The Servicer shall not
be required to make a Monthly Payment Advance with respect to the Mortgage Loan after its receipt of notice from the related Other
Servicer or Other Trustee that it has determined that a Monthly Payment Advance (as defined in the related Other


 






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Pooling and Servicing
Agreement) is or, if made, will be, a Nonrecoverable Advance on the related Companion Loan, or that any proposed Monthly Payment
Advance, if made, would constitute a Nonrecoverable Advance pursuant to the relevant Other Pooling and Servicing Agreement. If
the Servicer determines that a Monthly Payment Advance would be (if made), or any outstanding Monthly Payment Advance previously
made is, a Nonrecoverable Advance, the Servicer shall provide the Other Servicer written notice of such determination. If the Servicer
or Trustee receives written notice by the Other Servicer or the Other Trustee that it has determined, with respect to the Mortgage
Loan, that any proposed future Monthly Payment Advance would be, or any outstanding Monthly Payment Advance is, a Nonrecoverable
Advance, the Servicer shall use reasonable efforts to consult on a non-binding basis with the Other Servicer or the Other Trustee,
as applicable, regarding the circumstances with respect to the Mortgage Loan, but the Servicer or Trustee, as applicable, shall
be allowed to ultimately make its own determination.


 


Following a securitization
of a Companion Loan, the Servicer shall deliver to the related Other Servicer the following information: (i) any loan related
information (in the form received), including without limitation CREFC® Reports relating to the Mortgage Loan, applicable
to a determination that an Advance is or would be a Nonrecoverable Advance, within one (1) Business Day of the Servicer’s
receipt or creation thereof, (ii) notice of any Monthly Payment Advance, Property Protection Advance or Administrative Advance
it or the Trustee makes with respect to the Mortgage Loan (in the case of any Monthly Payment Advance or Administrative Advance)
or the Whole Loan (with respect to any Property Protection Advance) within one (1) Business Day of the making of such Advance
and (iii) notice of any determination that any Monthly Payment Advance, Property Protection Advance or Administrative Advance
is a Nonrecoverable Advance within one (1) Business Day thereof.


 


3.24.      Modifications of Loan Documents. (a)  (i) The Servicer (if no Special Servicing Loan Event has occurred
and is continuing) or the Special Servicer (during the existence of a Special Servicing Loan Event) may, subject to the rights
of the Controlling Class Certificateholder (or the Controlling Class Representative on its behalf) (during any Subordinate Control
Period or Subordinate Consultation Period), modify, waive or amend any term of the Mortgage Loan or the Companion Loans if such
modification, waiver or amendment (A) is consistent with Accepted Servicing Practices and (B) does not either (1) cause
either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code or (2) constitute a “significant
modification” of the Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special
Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination).
Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the
Maturity Date beyond the date that is seven (7) years prior to the Rated Final Distribution Date.


 


In connection with the
taking of any portion of any Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require
the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining applicable Property
or the fair market value of the real property constituting the remaining applicable Property, for purposes of REMIC qualification
of the Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal
property and going concern value, if any.


 






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(b)         All
modifications, waivers or amendments of the Mortgage Loan or the Companion Loans shall be in writing and shall be effected in
a manner consistent with Accepted Servicing Practices, the REMIC Provisions and the provisions of the Intercreditor Agreement.
The Servicer or the Special Servicer, as applicable, shall notify the Servicer (if notice is from the Special Servicer), the Special
Servicer (if such notice is from the Servicer), the Trustee, the Certificate Administrator, the Depositor and each Companion Loan
Holder (or, to the extent that a Companion Loan is included in an Other Securitization Trust, the Other Servicer under the related
Other Pooling and Servicing Agreement), in writing, of any modification, waiver or amendment of any term of the Mortgage Loan
or any Companion Loan and the date thereof, and shall deliver to the Certificate Administrator (or the Custodian on its behalf)
an original recorded counterpart of the agreement relating to such modification, waiver or amendment within ten (10) Business
Days following the execution (with a copy thereof to the Servicer) and within ten (10) Business Days of the recordation thereof
(with a copy thereof to the Servicer, the Special Servicer and each Companion Loan Holder). If the Servicer or Special Servicer
modifies the interest rate applicable to the Mortgage Loan or a Companion Loan, any aggregate adverse economic effect of the modification
shall be borne first by the Junior Notes on a pro rata and pari passu basis (based on the principal balance
of each Junior Note) and then by the Senior Notes on a pro rata and pari passu basis (based on the principal
balance of each Senior Note), and any such adverse economic effect allocable to the Mortgage Loan shall be applied to the Certificates
in reverse order of priority. If the Mortgage Loan is modified, the Mortgage Rate shall not change for purposes of calculating
distributions on the Certificates. Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall modify the
Mortgage Rate unless the Whole Loan is in default or default is reasonably foreseeable.


 


(c)         Any
modification, extension, waiver or amendment of the payment terms of the Mortgage Loan and any Companion Loan will be required
to be structured to be consistent with the allocation and payment priorities in the related Loan Documents and the Intercreditor
Agreement, such that neither the Trust as holder of the Mortgage Loan nor any Companion Loan Holder gains a priority over the
other such holder that is not reflected in the related Loan Documents and the Intercreditor Agreement. Any modification, waiver
or amendment with respect to a Companion Loan may be subject to the consent of the related Companion Loan Holder(s) and the Special
Servicer as described pursuant to the terms of the Intercreditor Agreement and this Agreement.


 


(d)         Subject
to Section 3.26, any modification of the Loan Documents that requires a Rating Agency Confirmation (including an Companion
Loan Rating Agency Confirmation) pursuant to the Loan Documents, or any modification that would eliminate, modify or alter the
requirement of obtaining such Rating Agency Confirmation (or Companion Loan Rating Agency Confirmation) in the Loan Documents,
shall not be made without the Servicer’s or the Special Servicer’s, as applicable, first receipt of such Rating Agency
Confirmation (or Companion Loan Rating Agency Confirmation). Such Rating Agency Confirmation shall be obtained at the Borrowers’
expense in accordance with the Loan Agreement or, if not so provided in the Loan Agreement or if the Borrowers do not pay, at
the expense of the Trust Fund.


 






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(e)         Subject to Section 3.26, prior to implementing any of the following actions, the Servicer or the Special Servicer
shall obtain a Rating Agency Confirmation with respect to such action:


 


(i)          any
substitution, acquisition or release of real property collateral or defeasance collateral with respect to the Mortgage Loan (other
than releases of immaterial and non-income producing real property collateral or defeasance collateral) except as expressly permitted
by the Loan Documents without the Mortgage Loan Lender’s consent;


 


(ii)         any
determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause (unless such clause is not
exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the Borrowers);


 


(iii)        any
transfer of a Property or any portion of a Property, or any transfer of any direct or indirect ownership interest in a Borrower
to the extent the Mortgage Loan Lender’s consent is required under the Loan Documents, except in each case as expressly
permitted by the Loan Documents without the Mortgage Loan Lender’s consent or in connection with a pending or threatened
condemnation;


 


(iv)        any
consent to incurrence of additional debt by the Borrowers or additional mezzanine debt by a direct or indirect parent of the Borrowers,
including modification of the terms of any document evidencing or securing any such additional debt and of any intercreditor or
subordination agreement executed in connection therewith and any waiver of or amendment or modification to the terms of any such
document or agreement, in each case to the extent the Mortgage Loan Lender’s approval is required by the Loan Documents;
and


 


(v)         approval
of the termination or replacement of a property manager, to the extent the Mortgage Loan Lender’s approval is required by
the Loan Documents.


 


(f)          Notwithstanding the foregoing, the Servicer and Special Servicer (if a Special Servicing Loan Event is continuing) may,
if in accordance with the Accepted Servicing Practices (but without any Rating Agency Confirmation or consent of the Controlling
Class Certificateholder (or the Controlling Class Representative on its behalf)), grant the Mortgage Loan Borrowers’ request
for consent to subject a Property to an easement, right-of-way or similar agreement for utilities, access, parking, public improvements
or another similar purpose and may consent to subordination of the Mortgage Loan or the Companion Loans to such easement, right-of-way
or similar agreement.


 


(g)         If the Mortgage Loan permits release of a Property through defeasance:


 


(i)          If
the Mortgage Loan requires that the Mortgage Loan Lender purchase the required government securities, then the Servicer shall
purchase, or shall cause the purchase of, such obligations on behalf of the Trust, at the Borrowers’ expense, in accordance
with the terms of the Mortgage Loan; provided, that the Servicer shall not


 






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accept the amounts paid by the Borrowers to
effect defeasance until acceptable government securities have been identified;


 


(ii)         To
the extent not inconsistent with the Mortgage Loan, the Servicer shall require the Borrowers to provide an Opinion of Counsel
(which shall be an expense of the Borrowers) 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;


 


(iii)        To
the extent not inconsistent with the Mortgage Loan, the Servicer shall require a certificate at the Borrowers’ 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 the Mortgage Loan in compliance with the requirements
of the terms of the related Loan Documents;


 


(iv)        Prior
to permitting release of a Property through defeasance, the Servicer shall require an Opinion of Counsel to the effect that such
release will not cause either 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 a tax to be imposed on the Trust Fund under the REMIC Provisions; provided, that
to the extent not inconsistent with the Mortgage Loan, the Borrowers shall pay the cost related to the Opinion of Counsel (and
shall otherwise be a Property Protection Advance);


 


(v)         No
defeasance shall occur on or prior to the second anniversary of the startup date of any REMIC established in connection with the
last securitization involving any Note;


 


(vi)        The
Servicer shall, at the expense of the Borrowers (to the extent not inconsistent with the related Loan Documents), cause the U.S.
government securities to be held for the benefit of the Certificateholders, and apply payments of principal and interest received
on the government obligations in respect of the defeased Mortgage Loan in accordance with the terms of the Loan Documents;


 


(vii)       The
Servicer shall, in accordance with Accepted Servicing Practices, enforce any provisions in the Mortgage Loan requiring the Borrowers
to pay all reasonable expenses associated with a defeasance;


 


(viii)      To
the extent not inconsistent with the Mortgage Loan, or to the extent the Loan Documents provide the Mortgage Loan Lender with discretion,
the Servicer shall require a single purpose entity, formed solely for the purpose of owning and pledging the government securities
related to the Mortgage Loan, to act as a successor borrower;


 


(ix)        To
the extent not inconsistent with the Mortgage Loan, each Rating Agency must provide a Rating Agency Confirmation; and


 


(x)         To
the extent not required or permitted to be placed in a separate account, the Servicer shall deposit all payments received by it
from defeasance collateral


 






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substituted for any Property into the Collection Account and treat any such payments as payments made
on the Mortgage Loan in advance of its Loan Payment Date in accordance with clause (i) of the definition of Regular Principal Distribution
Amount, and not as a prepayment of the Mortgage Loan. Notwithstanding anything herein to the contrary, in no event shall the Servicer
permit such amounts to be maintained in the Collection Account for a period in excess of 365 days.


 


Notwithstanding the
foregoing, the Servicer shall not permit the substitution of a Property pursuant to the defeasance provisions of the Mortgage Loan
(or any portion thereof), if any, unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and satisfies
the conditions set forth in this Section 3.24(f). In addition, notwithstanding anything herein or in the Loan Documents
to the contrary, the 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 a Property pursuant to the defeasance provisions of the Mortgage Loan
(or any portion thereof) in lieu of the defeasance collateral specified in the Loan Documents; provided that, the Servicer
receives an Opinion of Counsel (at the expense of the Borrowers 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 the Mortgage Loan 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”).


 


3.25.      Servicer
and Special Servicer May Own Certificates. The Servicer, the Special Servicer and any agent thereof in its individual or any
other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not the Servicer,
the Special Servicer or such agent except as otherwise provided herein subject to the restrictions on voting set forth in the
definition of Certificateholder.


 


3.26.      Rating
Agency Confirmations; Companion Loan Rating Agency Confirmations. (a)  Notwithstanding the terms of any Loan Documents
or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires a Rating Agency Confirmation
as a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any such Rating Agency for such Rating Agency Confirmation and,
within 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website,
and 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 a Rating Agency Confirmation, then such Requesting Party shall
be required (without providing notice to the 17g-5 Information Provider) to (i) confirm that the applicable Rating Agency
has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation
again and (ii) if there is no response to either


 






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Rating Agency Confirmation request within 5 Business Days of such confirmation
or such second request (after seeking to confirm that the applicable Rating Agency received such second Rating Agency Confirmation
request), as applicable, then (x) with respect to any condition in the Loan Documents requiring a Rating Agency Confirmation
or any other matter under this Agreement relating to the servicing of the Mortgage Loan or the Whole Loan (other than as set forth
in clause (y) below), the Requesting Party (or, if the Requesting Party is a Borrower, then the Servicer or the Special Servicer,
as applicable) will be required to determine, in accordance with its duties under this Agreement and in accordance with Accepted
Servicing Practices, whether or not such action would be in the best interest of Certificateholders and the Companion Loan Holders,
and if the Requesting Party (or, if the Requesting Party is a Borrower, then the Servicer or the Special Servicer, as applicable)
determines that such action would be in the best interest of the Certificateholders and the Companion Loan Holders, then the requirement
for a Rating Agency Confirmation shall not apply, for such agency and such matter at such time (provided, that with respect
to defeasance, any Rating Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive
pursuant to this Agreement will not apply without any such determination by the Requesting Party (or the Servicer or the Special
Servicer, as applicable) (it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable)
will in any event review the conditions required under the Loan Documents with respect to such defeasance and confirm to its satisfaction
in accordance with the Accepted Servicing Practices that such conditions (other than the requirement for a Rating Agency Confirmation)
have been satisfied)), and (y) with respect to a replacement of the Servicer or Special Servicer, such condition will not
apply if such replacement Servicer or Special Servicer is a Qualified Servicer (provided, that such Servicer or Special
Servicer shall be required to certify to the parties hereto as to its status as a Qualified Servicer). For all other matters or
actions (a) not specifically discussed above in clauses (x) or (y) or (b) that are not the subject of a Rating
Agency Declination, the applicable Requesting Party shall be required to obtain a Rating Agency Confirmation from each of the
Rating Agencies.


 


(b)         Any
Rating Agency Confirmation requests made by the Servicer, Special Servicer, Certificate Administrator or the Trustee, as applicable,
pursuant to this Agreement, shall be made in writing (an email shall be sufficient as a writing), which writing shall contain
a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as applicable, deems necessary for the Rating Agency to process
such request. Subject to Section 12.17, the Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as applicable, shall furnish such written Rating Agency Confirmation to the 17g-5 Information Provider (which shall promptly post
the same to the 17g-5 Information Provider’s Website).


 


(c)         Promptly
following the Special Servicer’s determination to take any action described in Section 3.26(a) without receiving
Rating Agency Confirmation, the Special Servicer shall provide written notice to the 17g-5 Information Provider (which shall promptly
post the same to the 17g-5 Information Provider’s Website).


 


(d)         Each Certificateholder, by its acceptance of the Certificates, acknowledges and agrees to the foregoing with respect to
Rating Agency Confirmations.


 






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(e)         Promptly following the Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.26
following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the 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 12.17 of this Agreement.


 


(f)          Notwithstanding
the terms of the related Loan Documents, the other provisions of this Agreement or the Intercreditor Agreement, with respect to
any Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing and administration
of the Whole Loan or any Foreclosed Property (the “Relevant Action”) requires delivery of a Rating Agency Confirmation
as a condition precedent to such action pursuant to this Agreement, then, except as set forth below in this paragraph, such action
will also require delivery of a Companion Loan Rating Agency Confirmation as a condition precedent to such action from each Companion
Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Servicer or Special Servicer, as applicable,
depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action.
The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any Companion Loan Securities will be subject
to, will be permitted to be waived by the Servicer and the Special Servicer on, and will be deemed not to apply on, the same terms
and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the
Servicer or Special Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation,
shall forward to the Other Servicer and the Other Special Servicer, as applicable, the 17g-5 Information Provider’s counterpart,
or such other party or parties (as are agreed to by the Servicer or the Special Servicer, as applicable, and the applicable parties
for the related Other Securitization Trust), at the expense of the Other Securitization Trust to the extent not borne by the Borrowers,
and in such format as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation
and all materials forwarded to the 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency
Confirmation(s) for the applicable Relevant Action at approximately the same time that such materials are forwarded to the 17g-5
Information Provider, and (ii) any other materials that the applicable Companion Loan Rating Agency may reasonably request in
connection with such Companion Loan Rating Agency Confirmation promptly following such request.


 


(g)         The
Certificate Administrator shall, promptly following the written request from the Servicer or the Special Servicer, provide to
the Servicer or the Special Servicer, as applicable, the contact information for the related Other Servicer, Other Special Servicer,
Other Certificate Administrator, Other Trustee any other 17g-5 information provider for the Other Securitization Trust related
to a Companion Loan, solely to the extent actually known to a Responsible Officer of the Certificate Administrator.


 






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4.           
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS


 


4.1.        Distributions. (a)  On each Distribution Date, to the extent of Available Funds, amounts held in the Distribution
Account shall be withdrawn and paid in the following amounts:


 


first, to the
Class A, Class X-A and Class X-B Certificates, on a pro rata basis, based on each such Class’s respective
Interest Distribution Amount for such Distribution Date, in respect of interest, up to the Interest Distribution Amount for each
such Class and such Distribution Date;


 


second, to the
Class A Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such
Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


third, to the
Class A Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not reimbursed
on prior Distribution Dates;


 


fourth, to the
Class B Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution Date;


 


fifth, to the
Class B Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such
Distribution Date (reduced by any portion thereof distributed to a more senior Class) until the Certificate Balance of such Class
is reduced to zero;


 


sixth, to the
Class B Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not reimbursed
on prior Distribution Dates;


 


seventh, to the
Class C Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eighth, to the
Class C Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such
Distribution Date (reduced by any portion thereof distributed to a more senior Class) until the Certificate Balance of such Class
is reduced to zero;


 


ninth, to the
Class C Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not reimbursed
on prior Distribution Dates;


 


tenth, to the
Class D Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eleventh, to
the Class D Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such
Distribution Date (reduced by any portion thereof distributed to a more senior Class) until the Certificate Balance of such Class
is reduced to zero;


 






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twelfth, to the
Class D Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not reimbursed
on prior Distribution Dates;


 


thirteenth, to
the Class E Certificates, in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


fourteenth, to
the Class E Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such
Distribution Date (reduced by any portion thereof distributed to a more senior Class) until the Certificate Balance of such Class
is reduced to zero;


 


fifteenth, to
the Class E Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not reimbursed
on prior Distribution Dates; and


 


sixteenth, to
the Class R Certificates (in respect of the Class UT-R Interest), any remaining amounts.


 


In no event will any
Class of Certificates receive distributions in reduction of its Certificate Balance (i) that in the aggregate exceed the original
Certificate Balance of such Class or (ii) subject to the immediately preceding paragraph, prior to the reduction of the Certificate
Balance of each Class of Certificates with an earlier alphabetical and/or numerical designation to such Class to zero.


 


(b)         On each Distribution Date, each Uncertificated Lower-Tier Interest shall be deemed to receive distributions in respect of
principal or reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses
actually distributable to its respective Related Certificates as provided in Sections 4.1(a) and 4.1(g). On
each Distribution Date, each Uncertificated Lower-Tier Interest shall be deemed to receive distributions in respect of interest
in an amount equal to the Interest Distribution Amount in respect of its Related Certificates and, in the case of the Class LA
Uncertificated Interest, the Interest Distribution Amount in respect of the Class X-A Certificates (based on the proportion of
interest accrued at the Class X Strip Rate related to the Class A Certificates, to the interest on the Class A Certificates) and
in the case of the Class LB Uncertificated Interest, the Interest Distribution Amount in respect of the Class X-B Certificates
(based on the proportion of interest accrued at the Class X Strip Rate related to the Class B Certificates, to the interest on
the Class B Certificates), in each case to the extent actually distributable thereon as provided in Section 4.1(a).
Amounts distributable pursuant to this paragraph and any Yield Maintenance Premium distributed pursuant to Section 4.3(b)
are referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be deemed to be made
by the Certificate Administrator by being deemed to deposit such Lower-Tier Distribution Amount into the Upper-Tier Distribution
Account on each Distribution Date.


 


As of any date, the principal
balance of each Uncertificated Lower-Tier Interest shall equal its Lower-Tier Principal Amount. The Pass-Through Rate with respect
to each Uncertificated Lower-Tier Interest shall be the rate per annum set forth in the Introductory Statement hereto.


 






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Any amount that remains
in the Lower-Tier Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount shall
be distributed to the Holders of the Class R Certificates (in respect of the Class LT-R Interest, but only to the extent of the
amount remaining in the Lower-Tier Distribution Account, if any).


 


Distributions to the
Class R Certificateholders (in respect of the Class LT-R Interest) from the Lower-Tier Distribution Account and to the Class R
Certificateholders (in respect of the Class UT-R Interest) and to other Certificateholders from the Upper-Tier Distribution Account
on each Distribution Date shall be made by the Certificate Administrator to each Certificateholder of record on the related Record
Date (other than as provided in Section 11.1 in respect of the final distribution), by wire transfer in immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor; provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom,
or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been
received at least five (5) Business Days prior to the Distribution Date.


 


(c)          All
amounts distributable to a Class of Certificates pursuant to this Section 4.1 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 to each Certificateholder of record on the related Record Date by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer
instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring
instructions have not been received at least five (5) Business Days prior to the Distribution Date. The final distribution on
each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


(d)          The Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate
Administrator that 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:


 


(i)           the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates shall 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


 


(ii)          if such final distribution is made on such Distribution Date, no interest shall accrue on such Certificate from and after
the Interest Accrual Period related to such Distribution Date.


 


(e)          Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their


 






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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
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates
shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate
steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses
of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. All such amounts shall
be held by the Certificate Administrator in trust in accordance herewith until the expiration of a two-year period following such
second notice, notwithstanding any termination of the Trust Fund. If within two years after the second notice any such Certificates
shall not have been surrendered for cancellation, the Certificate Administrator shall hold all amounts distributable to the Holders
thereof 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, at which
time all unclaimed funds shall be distributed, subject to applicable escheatment law, to the Depositor. No interest shall accrue
or be payable to any Certificateholder on any amount held in trust hereunder or by the Certificate Administrator as a result of
such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.1(e).
Any such amounts transferred to the Certificate Administrator will remain uninvested. In the event the Certificate Administrator
is permitted or required to invest any amounts in Permitted Investments under this Agreement in the event of its assumption of
the duties of, or becoming the successor to, the Servicer or the Special Servicer, as applicable, in accordance with the terms
of this Agreement, it shall invest such amounts in Permitted Investments under clause (i) of the definition of Permitted
Investments.


 


(f)          Subject
to the following sentence, the Certificate Administrator shall be responsible for the calculations with respect to distributions
from the Trust so long as the Trust Fund has not been terminated in accordance with this Agreement; provided, however,
that the Certificate Administrator shall have no duty to recompile, recalculate or verify the accuracy of information provided
to it by the Servicer pursuant to Section 3.18(a) and, in the absence of manifest error in such information, may conclusively
rely upon it.


 


(g)         On each Distribution Date, Realized Losses with respect to the Mortgage Loan shall be allocated to and applied as a reduction
of the Certificate Balance of each Class of Sequential Pay Certificates in the following order: first, to the Class E Certificates;
second, to the Class D Certificates; third, to the Class C Certificates; fourth, to the Class B Certificates;
and fifth, to the Class A Certificates, in each case, until the Certificate Balance thereof has been reduced to zero.


 


On any Distribution Date,
allocations of Realized Losses to the Class A and Class B Certificates shall result in a corresponding reduction in the Notional
Amount of the Class X-A Certificates or Class X-B Certificates, as applicable, on the same Distribution Date. Allocations
of Realized Losses to any Class of Sequential Pay Certificates shall be deemed to result in a


 






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corresponding reduction of the Lower-Tier
Principal Amount of the Related Uncertificated Lower-Tier Interest.


 


To the extent any Realized
Losses are subsequently recovered, the amount of such recovery shall be reimbursed to the Certificateholders in the following order:
first, to the Class A Certificates, second, to the Class B Certificates, third, to the Class C Certificates,
fourth, to the Class D Certificates, and fifth, to the Class E Certificates (and the Related Uncertificated
Lower-Tier Interests), in each case up to the amount of unreimbursed Realized Losses, if any, that have been allocated to such
Class of Certificates


 


4.2.         Withholding
Tax. Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements with respect to payments to Certificateholders that the Certificate Administrator reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for any such withholding. In the event the Certificate
Administrator withholds any amount from interest payments or advances thereof to any Certificateholder pursuant to federal withholding
requirements, amounts so withheld shall be treated as having been entirely distributed to such Certificateholder, and the Certificate
Administrator shall indicate the amount withheld to such Certificateholder through a report.


 


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


 


4.3.         Allocation
and Distribution of Yield Maintenance Premiums. Any Yield Maintenance Premiums collected with respect to prepayments of the Mortgage Loan during any particular Collection Period
shall be distributed by the Certificate Administrator on the following Distribution Date as follows:


 


(a)  (i) The
respective Classes of Sequential Pay Certificates (excluding the Class E Certificates) then entitled to distributions of principal
for such Distribution Date shall be entitled to, and the Certificate Administrator shall pay to such Classes, an amount equal to,
in the case of each such Class, the product of (A) a fraction, the numerator of which is the amount distributed as principal to
that Class on that Distribution Date, and the denominator of which is the total amount distributed as principal to the Holders
of all such Classes of Certificates on that Distribution Date, multiplied by (B) the Base Interest Fraction for the related principal
prepayment and that Class, multiplied by (C) the amount of the Yield Maintenance Premium collected in respect of such principal
prepayment during the related Collection Period.


 


(ii) Any portion of any
such Yield Maintenance Premium that is not so distributed to any of the Sequential Pay Certificates in accordance with the immediately
preceding clause (i) (the applicable “Class X YM Distribution Amount”) shall be distributed to the Holders of
the respective Classes of Class X Certificates as follows: first, to the Holders of the Class X-A Certificates in an amount
equal to the product of (A) a fraction, the numerator of which is the


 






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total amount distributed as principal with respect to the
Class A Certificates on the applicable Distribution Date, and the denominator of which is the total amount distributed as principal
with respect to all Classes of Sequential Pay Certificates on the applicable Distribution Date, multiplied by (B) the Class X YM
Distribution Amount for the applicable Distribution Date; and second, to the Holders of the Class X-B Certificates in an
amount equal to any portion of the applicable Class X YM Distribution Amount remaining after the foregoing distribution to the
Holders of the Class X-A Certificates.


 


(b)         All
Yield Maintenance Premiums distributable pursuant to Section 4.3(a) shall first be deemed to have been distributed
from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LA Uncertificated Interest (whether or not the Lower-Tier
Principal Amount of such Uncertificated Lower-Tier Interest has been reduced to zero).


 


(c)         Yield
Maintenance Premiums shall first be allocated to the Whole Loan pursuant to the terms of the Intercreditor Agreement and any such
amount allocable to the Companion Loans pursuant to the terms of the Intercreditor Agreement shall be distributed to the Companion
Loan Holders in accordance with the terms of the Intercreditor Agreement.


 


4.4.        Statements
to Certificateholders. (a)  On each Distribution Date, based in part on information provided by the Servicer or
the Special Servicer, as applicable, the Certificate Administrator shall prepare and make available on the Certificate Administrator’s
Website pursuant to Section 8.14(b) to any Privileged Person (including the Guarantor, the Loan Sponsor, the Property
Manager or any Affiliate of any of the foregoing, any Borrower or Borrower Affiliate, or any agent of any of the foregoing) that
certifies that it is a Certificateholder or Beneficial Owner of a Certificate, a statement in respect of the distributions made
on such Distribution Date (a “Distribution Date Statement”) setting forth, among other things:


 


(i)          for each Class of Certificates (other than the Class R Certificates), (a) the amount of the distributions made on
such Distribution Date allocable to interest at the Pass-Through Rate and/or the amount allocable to principal (separately identifying
the amount of any principal payments (specifying the source of such payments)), (b) the amount of any Yield Maintenance Premiums
collected on the Mortgage Loan allocable to each Class of Certificates and (c) the amount of interest paid on Advances from
Default Interest and allocable to such Class of Certificates;


 


(ii)         if the amount of the distributions to the Holders of each Class of Certificates was less than the full amount that would
have been distributable to such holders if there had been sufficient Available Funds, the amount of the shortfall allocable to
such Class of Certificates, stating separately the amounts allocable to interest and principal;


 


(iii)        the amount of any Monthly Payment Advance, Property Protection Advance or Administrative Advance for such Distribution
Date;


 


(iv)        the
Certificate Balance or Notional Amount, as applicable, of each Class of Certificates (other than the Class R Certificates) after
giving effect to any distribution


 






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in reduction of the Certificate Balance or Notional Amount, as applicable, on such Distribution
Date, the allocation of Realized Losses on such Distribution Date, and the amount of Realized Losses allocated to each Class;


 


(v)         the principal balance of the Mortgage Loan and the Companion Loans as of the end of the Collection Period for such Distribution
Date;


 


(vi)        the aggregate amount of unscheduled payments made during the related Collection Period;


 


(vii)       a statement as to whether the Mortgage Loan was modified, extended or waived during the related Collection Period (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);


 


(viii)      the amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with
respect to such Distribution Date, separately listing any Liquidation Fees or Work-out Fees and any other Borrower charges retained
by the Servicer or Special Servicer and the amount of compensation paid to the Servicer, the Special Servicer, the Certificate
Administrator and the Trustee, separately listing the Certificate Administrator Fee (including the portion that is the Trustee
Fee) and the Special Servicing Fee, and the amount of compensation paid to CREFC® listing the CREFC®
Intellectual Property Royalty License Fee with respect to such Distribution Date;


 


(ix)        the number of days the Borrowers are delinquent in the event that the Borrowers are delinquent at least 30 days and the
date upon which any foreclosure proceedings have been commenced;


 


(x)         a
list of each Property as of the close of business on the Loan Payment Date immediately preceding such Distribution Date had become
a Foreclosed Property;


 


(xi)        information with respect to any declared bankruptcy of any Borrower or the Property Manager;


 


(xii)       as
to any item of Collateral released, liquidated or disposed of during the preceding Collection Period, the identity of such item
and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection Period;


 


(xiii)      statement as to whether the Mortgage Loan was defeased since the previous Determination Date;


 


(xiv)      the
aggregate amount of all Advances, if any, not yet reimbursed;


 


(xv)       the amount of any reimbursement of Nonrecoverable Advances paid to the Servicer;


 






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(xvi)       any Appraisal Reduction Amount and the amount of the Appraisal Reduction Amount allocated to the Mortgage Loan as of such
Distribution Date;


 


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


 


(xviii)     the amount of Default Interest, if any, and late payment charges, if any, paid by the Borrowers during the related Collection
Period;


 


(xix)       the
original rating of each Class of Certificates and the current rating of each Class of Certificates; and


 


(xx)        the aggregate amount of Borrower Reimbursable Trust Fund Expenses.


 


The Depositor, the Trustee,
the Certificate Administrator, the Servicer and the Special Servicer may agree to enhance the reporting requirements of the Distribution
Date Statement without Certificateholder approval. Assistance in using the Certificate Administrator’s Website can be obtained
by calling the Certificate Administrator’s customer service desk at (866) 252-4360.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Certificateholder, a statement containing the information set forth in clauses (i), (ii), (viii) and
(xx) above as to the applicable Class, aggregated for such calendar year or applicable portion of such year during which such Person
was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or
that a Certificateholder or Beneficial Owner of a Certificate reasonably requests, to enable Certificateholders to prepare their
tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements
of the Code as from time to time are in force.


 


The Certificate Administrator
will be entitled to rely on all information provided to it by the Servicer or the Special Servicer without independent verification.
The Servicer, the Special Servicer, the Trustee and the Certificate Administrator will be entitled to rely on information supplied
by the Borrowers without independent verification.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner of Certificates
may access any notice of a request of a vote to terminate and replace the Special Servicer on the Certificate Administrator’s
Website, and each Certificateholder and Beneficial Owner of Certificates may register to receive email notifications when such
notices are posted on the Certificate Administrator’s Website. The Certificate Administrator will be entitled to reimbursement
from the requesting Certificateholders for the reasonable expenses of posting notices of such requests.


 


(b)          The Certificate Administrator shall, on each Distribution Date make the Distribution Date Statement available to Privileged
Persons pursuant to Section 8.14(b). The Certificate Administrator’s obligation to provide such information to
Certificateholders and 



 


 






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others shall be contingent on the Certificate Administrator’s receipt of such information from the
Servicer and the Special Servicer, as applicable. The Certificate Administrator shall be entitled to rely on such information provided
to it by the Servicer or the Special Servicer without independent verification. To the extent that the information required to
be furnished by the Servicer is based on information required to be provided by the Borrowers or the Special Servicer, the Servicer’s
obligation to furnish such information to the Certificate Administrator shall be contingent on its receipt of such information
from the Borrowers or the Special Servicer, as applicable. To the extent that information required to be furnished by the Special
Servicer is based on information required to be provided by the Borrowers, the Special Servicer’s obligation to furnish such
information shall be contingent upon its receipt of such information from the Borrowers. The Servicer, the Special Servicer, the
Trustee and the Certificate Administrator shall be entitled to rely on information supplied by the Borrowers without independent
verification.


 


The Certificate Administrator
shall, to the extent provided to it by the Servicer in electronic format, make available to Privileged Persons pursuant to Section 8.14(b)
reports or analyses of net operating income from the Properties. Such net operating income reports or analyses shall be prepared
pursuant to Section 3.18 hereof by the Servicer in CREFC® format based on the quarterly, annual and
periodic statements and rent rolls with respect to the Properties obtained by the Servicer from the Borrowers.


 


If so authorized by the
Depositor, the Certificate Administrator may make available on the Certificate Administrator’s Website to any Privileged
Person certain other information with respect to the Mortgage Loan (subject to the limitations of Section 8.14).


 


In addition, the Certificate
Administrator shall make available on the Certificate Administrator’s Website such information as set forth in Section 8.14(b)
herein. The Certificate Administrator may require payment for the reasonable costs and expenses of providing the copies and may
also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator,
to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting
the information solely for use in evaluating its investment in the Certificates and will otherwise keep the information confidential.
Certificateholders, by the acceptance of their Certificates, shall be deemed to have agreed to keep this information confidential.


 


4.5.        Investor Q&A Forum and Investor Registry. (a)  The Certificate Administrator shall make available to
Privileged Persons only, the Investor Q&A Forum. The “Investor Q&A Forum” shall be a service available
on the Certificate Administrator’s Website, where Privileged Persons may (i) submit questions to the Certificate Administrator
relating to the Distribution Date Statement, or submit questions to be forwarded to the Servicer or the Special Servicer, as applicable,
relating to the reports being made available pursuant to Section 8.14(b)(ii)(B) and 8.14(b)(iii)(A)(B) and (C),
the Mortgage Loan, the Companion Loans or the Properties (each, an “Inquiry” and, collectively, “Inquiries”),
and (ii) view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt
of an Inquiry for the Servicer or the Special Servicer, the Certificate Administrator shall forward the Inquiry to the Servicer
or the Special Servicer, as applicable, in each case via email within a reasonable period of time following receipt thereof. Following
receipt of an Inquiry, the


 






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Certificate Administrator, the Servicer or the Special Servicer, as applicable, unless it determines
not to answer such Inquiry as provided below, shall reply to the Inquiry, which in the case of a reply of the Servicer or Special
Servicer shall be by email to the Certificate Administrator. The Certificate Administrator shall post (within a commercially reasonable
period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the
Certificate Administrator’s Website. If the Certificate Administrator, Servicer or Special Servicer determines, in its respective
sole discretion, that (i) any Inquiry is not of a type described above, (ii) answering any Inquiry would not be in the
best interests of the Trust Fund and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable
law, the Loan Documents or this Agreement, (iv) answering any Inquiry would, or is, reasonably expected to result in a waiver
of attorney client privilege or the disclosure of attorney client work-product; (v) answering any Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, Servicer or Special
Servicer, as applicable, (vi) answering any Inquiry would violate the applicable confidentiality provisions or (vii) answering
any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the
Servicer or Special Servicer, shall promptly notify the Certificate Administrator. The Certificate Administrator shall notify the
Person who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator
to the Person who submitted an Inquiry that will not be answered shall include the following statement: “Because the Trust
and Servicing Agreement provides that the Certificate Administrator, Servicer or Special Servicer shall not answer an Inquiry if
it determines, in its respective sole discretion, that (i) any Inquiry is not of a type described in the Trust and Servicing
Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering
any Inquiry would be in violation of applicable law or the Loan Documents, (iv) answering any Inquiry would, or is, reasonably
expected to result in a waiver of attorney client privilege or the disclosure of attorney client work-product, (v) answering
any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator,
Servicer or Special Servicer, as applicable, (vi) answering any Inquiry would violate the applicable confidentiality provisions
or (vii) answering any Inquiry is otherwise, for any reason, not advisable to answer, no inference should be drawn from the
fact that the Certificate Administrator, Servicer or Special Servicer has declined to answer the Inquiry.” Answers posted
on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any of the
Depositor, any Initial Purchaser or the Certificate Administrator (as applicable) or any of their respective affiliates. None of
the Initial Purchasers, Depositor, or any of their respective affiliates will certify to any of the information posted in the Investor
Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The Certificate
Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that
the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. No party shall post
or otherwise disclose information known to such party to be Privileged Information; provided, that the Certificate Administrator
shall have no obligation to review any inquiry or answer received by it for posting to the Investor Q&A Forum to determine
if such inquiry or answer contains any such direct communication with the Controlling Class Certificateholder (or the Controlling
Class Representative on its behalf), or otherwise to consult with the party from whom such Inquiry or answer is received to confirm
the same, and the Certificate Administrator shall have no liability in connection with its


 






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posting to the Investor Q&A Forum
of any Inquiry or answer containing such direct communication. The Investor Q&A Forum will not reflect questions, answers and
other communications that are not submitted via the Certificate Administrator’s Website. In addition to the Certificate Administrator’s
receipt of the Investor Certification to confirm that such Person is a Privileged Person, the Certificate Administrator may require
acceptance of an additional waiver and disclaimer for access to the Investor Q&A Forum.


 


(b)         The
Certificate Administrator shall make available to any Certificateholder and any Beneficial Owner, the Investor Registry. The “Investor
Registry” shall be a voluntary service via the Certificate Administrator’s Website, where Certificateholders and
Beneficial Owners can register and thereafter obtain information with respect to any other Certificateholder or Beneficial Owner
that has so registered. Any Person registering to use the Investor Registry shall 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 forty-five (45) days from the date of such certification to other registered Certificateholders
and registered Beneficial Owners and such other certifications as the Certificate Administrator may require. Such Person shall
then be asked to provide 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 in writing that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor
Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. In addition to the Certificate Administrator’s
receipt of the Investor Certification to confirm that such Person is a Privileged Person, the Certificate Administrator may require
acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)         An
Investor Certification is required for any Person to access the Certificate Administrator’s Website and to receive other
information available pursuant to this Agreement, and the Investor Certification will be substantially in the form of one or more
exhibits to this Agreement or may be in the form of an electronic certification contained on the Certificate Administrator’s
Website. Investor Certifications may be submitted electronically via the Certificate Administrator’s Website. The Certificate
Administrator may require that Investor Certifications be resubmitted from time to time in accordance with its policies and procedures.


 


5.           
THE CERTIFICATES


 


5.1.        The Certificates. (a)  The Certificates shall be issued in substantially the respective forms set forth
as Exhibits A-1 through A-8 hereto, with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary,
appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith,
be determined by the officers executing such Certificates, as evidenced by their execution thereof.


 






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(b)         The
Certificates of each Class of Sequential Pay Certificates shall be issued in minimum denominations of $25,000 initial Certificate
Balance and integral multiples of $1,000 initial Certificate Balance in excess of $25,000. If the Original Certificate Balance
of any Class of Sequential Pay Certificates does not equal an integral multiple of $1,000, then a single additional Certificate
of such Class may be issued in a minimum denomination of authorized Original Certificate Balance that includes the excess of (i) the
Original Certificate Balance of such Class over (ii) the largest integral multiple of $1,000 that does not exceed such amount.
The Class X Certificates shall be issued in minimum denominations of $1,000,000 initial Notional Amount and in integral multiples
of $1 initial Notional Amount in excess of $1,000,000. The Class R Certificates shall be issued, maintained and transferred in
minimum percentage interests of 10% of each such Class R Certificates and in integral multiples of 1% in excess of 10%.


 


(c)         One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


5.2.        Form and Registration. (a)  Each Class of the Certificates (other than the R Certificates) sold to non-U.S.
persons (within the meaning of Regulation S under the Act) in offshore transactions in reliance on Regulation S under the
Act shall be initially be represented by a temporary global certificate in definitive, fully registered form without interest coupons,
substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Global Certificate”),
which shall be deposited on the Closing Date on behalf of the purchasers of the Certificates represented thereby with the Certificate
Registrar, at its Corporate Trust Office, as custodian, for the Depository, and registered in the name of the Depository or the
nominee of the Depository for the account of designated agents holding on behalf of the Euroclear System (“Euroclear”)
and/or Clearstream Banking, société anonyme (“Clearstream”). Prior to the expiration of the 40-day
period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”),
beneficial interests in each Temporary Regulation S Global Certificate may be held only through Euroclear or Clearstream.
After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate may be
exchanged for a beneficial interest in the related permanent global certificate of the same Class (a “Regulation S
Global Certificate”) in definitive, fully registered form without interest coupons as set forth as an exhibit hereto
in accordance with the procedures set forth in Section 5.3(f). During the Restricted Period, distributions due in respect
of a beneficial interest in a Temporary Regulation S Global Certificate shall only be made upon delivery to the Certificate
Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of
the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Global Certificate
shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S
Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S
Global Certificate or a Regulation S


 






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Global Certificate may from time to time be increased or decreased by adjustments made
on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(b)         Certificates
of each Class (other than the Class R Certificates) offered and sold to QIBs in reliance on Rule 144A under the Act (“Rule 144A”)
shall be represented by a single, global certificate in definitive, fully registered form without interest coupons, substantially
in the applicable form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate” and, together
with the Temporary Regulation S Global Certificates and the Regulation S Global Certificates, the “Global Certificates”),
which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository,
and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A
Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


 


(c)         Certificates of each Class that are initially offered and sold to investors that are Institutional Accredited Investors
that are not QIBs and the Class R Certificates (the “Non-Book Entry Certificates”) shall be in the form of Definitive
Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such
investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates
to the respective beneficial owners or owners.


 


(d)         Owners
of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Global Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within 90
days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce
the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it
is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will certificated Certificates be issued to beneficial owners of a Temporary Regulation S
Global Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect
to any Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of any Global
Certificate of such Class and receipt from the Depository of instructions for reregistration, the Certificate Registrar shall
issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued
for a Rule 144A Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate), and
thereafter the Certificate Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under this
Agreement.


 






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5.3.        Registration of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or
cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such
reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacity, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class represented by a Temporary Regulation S
Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting Certificates for
exchange and registration of transfer and (ii) transmitting to the Depositor, the Trustee, the Servicer and the Special Servicer
any notices from the Certificateholders.


 


(b)         Subject
to the restrictions on transfer set forth in this Article 5, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule 144A
Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A
Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its
interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate of the
same Class, or to transfer its interest in such Rule 144A Global Certificate to an entity that is required to take delivery
thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such holder may, subject
to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest
in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office
designated in Section 5.7 hereof, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in
the Temporary Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit C hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global
Certificate to be exchanged, to credit or cause to be credited to the account of the entity specified in such instructions (who
shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Global
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global
Certificate that is being exchanged or transferred.


 






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(d)         Rule 144A
Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest
in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or to
transfer its interest in such Rule 144A Global Certificate to an entity that is required to take delivery thereof in the
form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures of the Depository,
exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7 hereof, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to
credit or cause to be credited a beneficial interest in the Regulation S Global Certificate in an amount equal to the beneficial
interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s
procedures containing information regarding the participant account of the Depository to be credited with such increase and (3) a
certificate in the form of Exhibit D hereto given by the holder of such beneficial interest stating (A) that
the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Certificates
and pursuant to and in accordance with Regulation S or (B) that the transferee is otherwise entitled to hold its interest
in the applicable Certificates in the form of an interest in the Regulation S Global Certificate, without any registration
of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such
other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause
to be increased, the Certificate Balance of the Regulation S Global Certificate by the aggregate Certificate Balance of the
beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account
of the entity specified in such instructions a beneficial interest in the Regulation S Global Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the account of
the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being exchanged
or transferred.


 


(e)         Temporary
Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited
with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S
Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same
Class, or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global Certificate, such
holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Global Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7 hereof, of
(1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as
registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global Certificate equal to the beneficial
interest in the Temporary Regulation S Global Certificate or Regulation S Global


 






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Certificate to be exchanged, such instructions
to contain information regarding the participant account with the Depository to be credited with such increase, (2) with
respect to a transfer of an interest in the Regulation S Global Certificate, information regarding the participant account
of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S
Global Certificate (but not the Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate,
a certificate in the form of Exhibit E hereto given by the holder of such beneficial interest and stating that the
entity transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person acquiring
such interest in the Rule 144A Global Certificate is a QIB and is obtaining such beneficial interest in a transaction meeting
the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to increase,
or cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate Balance
of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be
exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause
to be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Global
Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S
Global Certificate and to debit, or cause to be debited, from the account of the entity making such transfer the beneficial interest
in the Temporary Regulation S Global Certificate or Regulation S Global Certificate that is being transferred.


 


(f)          Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary
Regulation S Global Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case
may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit F hereto from the holder of a beneficial
interest in such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted Period, for interests
in the Regulation S Global Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering
to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Global
Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate
initially exchanged for interests in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear
or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar
as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream
pursuant to the terms of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests
in the Temporary Regulation S Global Certificate for interests in the Regulation S Global Certificate, the Certificate
Registrar shall endorse the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Balance
represented thereby by the amount so exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding
increase in the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S
Global Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.


 






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(g)         Non-Book Entry Certificate to Global Certificate. If a Holder of a Non-Book Entry Certificate (other than a Class
R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate
of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Global Certificate, such Holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its
office designated in Section 5.7 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such Holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a
beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Balance of the Non-Book Entry
Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to
be credited with such increase and (3) a certificate in the form of Exhibit G hereto (in the event that the applicable
Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit H hereto (in the
event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit I
hereto (in the event that the applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar,
as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute,
authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion
retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by
the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be
credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Global Certificate
equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.


 


(h)         Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and
when permitted by Section 5.2(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any
Rule 144A Global Certificate, Temporary Regulation S Global Certificate or Regulation S Global Certificate (or any
portion thereof).


 


(i)          Other
Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of clauses (c) through (f) above
(including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S
under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(j)          Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of clause (e) above.


 


(k)         Restrictive
Legend. If Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or


 






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if a request is made to remove such legend on Certificates, the Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(l)            All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the
Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)          No Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
an employee benefit plan or other plan subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the
Code or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that
is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a
“Plan”), or any Person acting on behalf of any such Plan or using the assets of a Plan to purchase such Class
R Certificate. Each prospective transferee of a Class R Certificate shall deliver to the transferor, the Certificate Registrar
and the Certificate Administrator a representation letter, substantially in the form of Exhibit J-3, stating that the prospective
transferee is not a Plan or a Person acting on behalf of or using the assets of a Plan, other than such an insurance company. Any
attempted or purported transfer in violation of these transfer restrictions shall be null and void ab initio and shall vest no
rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


(n)           Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such
Residual Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any
Residual Ownership Interest are expressly subject to the following provisions:


 



(i)            Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or
hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is
not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in
its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
of a Residual Ownership Interest by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person
who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted
Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as
possible.


 



(ii)           No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register,
without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer,
and


 



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such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, other than in connection with the initial Transfer thereof to an Initial Purchaser, the Certificate
Registrar shall, as a condition to such consent, (x) require the proposed transferee to deliver, and the proposed transferee
shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit in substantially the form attached as Exhibit
J-1 (a “Transferee Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted
Transferee and (B) stating that (1) the proposed transferee historically has paid its debts as they have come due and
intends to do so in the future, (2) the proposed transferee understands that, as the holder of a Residual Ownership Interest,
it may incur liabilities in excess of cash flows generated by the residual interest, (3) the proposed transferee intends to
pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed transferee will not
cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Person, (5) the proposed
transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to
which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including
a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly
agrees to be bound by and to abide by the provisions of this Section 5.3(p) and (y) other than in connection with
the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially in the form attached
as Exhibit J-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)(1), (3) and (4) are false.


 



(iii)          Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer
to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed
transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person
that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing
restrictions, and in any event not later than 60 days after a request for information from the transferor of such Residual Ownership
Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor
of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the
Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to


 



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such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing such information.


 



(iv)          The Class R Certificates may only be issued as Definitive Certificates, and transferred to and owned by QIBs.


 


5.4.          Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust Fund. In connection with the issuance of
any new Certificate under this Section 5.4, the Certificate Registrar may require the payment of a sum sufficient to
cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith and such evidence as may
be reasonably requested by it to establish the identity and or signatures of the transferor and transferee. Any replacement Certificate
issued pursuant to this Section 5.4 shall constitute complete and indefeasible evidence of ownership in the Trust Fund,
as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


5.5.         
Persons Deemed Owners. The Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and
none of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor any agent
of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a party
to this Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders
has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement or other information
to such beneficial owner (or prospective transferee).


 


5.6.         
Access to List of Certificateholders’ Names and Addresses; Special Notices. The Certificate Registrar shall
maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses of the
Certificateholders. If any Certificateholder that has provided an Investor Certification (a) requests in writing from the
Certificate Registrar a list of the names and addresses of Certificateholders, (b) states that such Certificateholder desires
to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates and (c) provides
a copy of the communication which such Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten
Business Days after the receipt of such request, afford such Certificateholder access during normal business hours to a current
list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar
shall not be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders hereunder,
regardless of the source from which such information was derived.


 



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The Servicer, the Special Servicer, the Trustee and the Depositor
shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.


 


Upon the written request
of any Certificateholder that (a) has provided an Investor Certification, (b) states that such Certificateholder desires
the Certificate Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted
by other Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact
(a “Special Notice”) and (c) provides a copy of the Special Notice which such Certificateholder proposes
to transmit, the Certificate Administrator shall post such Special Notice to the Certificate Administrator’s Website pursuant
to Section 8.14(b) and shall mail such Special Notice to all Certificateholders at their respective addresses appearing
on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering any such Special
Notice shall be borne by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate,
agrees that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure
of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


5.7.         
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at U.S. Bank National Association, 111 Fillmore Avenue, St. Paul, Minnesota 55107, Attention:
Bondholder Services – MSJP 2015-HAUL as its office for such purposes. The Certificate Registrar shall give prompt written
notice to the Certificateholders and the Borrowers of any change in the location of the Certificate Register or any such office
or agency.


 


6.            
THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER


 


6.1.         
Respective Liabilities of the Depositor, the Servicer and the Special Servicer. The Depositor, the Servicer and the
Special Servicer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this
Agreement.


 


6.2.         
Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and Special Servicer shall
keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be
in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement.


 


Any Person into which
the Servicer and Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which
the Servicer and Special Servicer shall be a party, or any Person succeeding to all of the servicing business of the Servicer and
Special Servicer, shall be the successor of the Servicer and Special Servicer as the case may be, hereunder, and shall be deemed
to have assumed all of the liabilities and obligations of such Servicer and Special Servicer hereunder, 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;
provided, however, that (except if the successor or surviving Person is


 



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the Servicer or the Special Servicer) each
of the Certificate Administrator and the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving
Person.


 


6.3.         
Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a)  Neither the
Depositor, the Servicer, the Special Servicer nor any of their respective directors, officers, members, managers, partners, employees,
Affiliates or agents shall be under any liability to the Trust, the Certificateholders or the Companion Loan Holders for any action
taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the
direction of Certificateholders or the Companion Loan Holders, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other person against any breach
of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder.
The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers,
partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective
directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within
the meaning of the Act (“Controlling Persons”), shall be indemnified by the Trust (in accordance with the procedures
set forth in Section 3.4(c)) and held harmless against any loss, liability, claim, demand or expense incurred in connection
with any legal action or other claims, losses, penalties, fines, foreclosures, judgments or liabilities relating to this Agreement,
the Intercreditor Agreement, the Mortgage Loan, a Companion Loan, the Properties, or the Certificates (except as any such loss,
liability or expense shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any loss, liability
or expense incurred by reason of willful misfeasance, bad faith or negligence by it in the performance of its duties hereunder
or by reason of its negligent disregard of its obligations and duties hereunder. None of the Depositor, the Servicer or the Special
Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however,
that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary
or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders and the Companion Loan Holders hereunder. In such event, the legal expenses
and costs of such action and any liabilities of the Trust Fund, and the Depositor, the Servicer and the Special Servicer shall
be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account, first,
from amounts allocable to the Junior Notes and, then, from amounts allocable to the Senior Notes on a pro rata and
pari passu basis (based on the outstanding principal balances of the Senior Notes).


 


With respect to a Companion
Loan, the expenses, costs and liabilities described in the above paragraph that are allocable to such Companion Loan pursuant to
the terms of the Intercreditor Agreement shall be paid out of amounts allocated to such Companion Loan in accordance with the expense
allocation provision of the Intercreditor Agreement. If such amounts relating to such Companion Loan are insufficient, then any
deficiency shall be paid


 



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from amounts on deposit in the Collection Account with respect to the Mortgage Loan or such other Companion
Loan, first, from amounts allocable to the Junior Notes and then, from amounts allocable to the Senior Notes on a
pro rata and pari passu basis (based on the outstanding principal balances of the Senior Notes); provided that the
Servicer shall, after receiving payment from amounts on deposit in the Collection Account with respect to the Mortgage Loan, if
any, (i) promptly notify the respective Companion Loan Holder and (ii) use commercially reasonable efforts to exercise on behalf
of the Trust the rights of the Trust under the Intercreditor Agreement to obtain reimbursement for a pro rata portion (based
on the principal balances of the Senior Notes) of such amount allocable to such Companion Loan from the related Companion Loan
Holder.


 


(b)          
The Depositor shall not be obligated to monitor or supervise the performance of the Servicer, the Special Servicer, the
Trustee or the Certificate Administrator under this Agreement. The Depositor may, but shall not be obligated to, enforce the obligations
of the Servicer, the Special Servicer, the Trustee and the Certificate Administrator under this Agreement.


 


(c)          
In no event shall the Depositor be obligated to cause any party to perform or comply with the obligations to remit the CREFC®
Intellectual Property Royalty License Fee to CREFC®, to report any such CREFC® Intellectual Property
Royalty License Fee so paid or to make available any Distribution Date Statement to any party (or in particular, CREFC®).


 


6.4.         Servicer and Special Servicer Not to Resign. (a)  Each of the Servicer and Special Servicer may resign
and assign its respective rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided
that:


 



(i)           
the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank
or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws
of the United States or of any state of the United States or the District of Columbia, authorized under such laws to perform the
duties of the Servicer or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement
in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the performance and
observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may
be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement
modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or Special
Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably
withheld, (C) shall make such representations and warranties of the Servicer or Special Servicer, as the case may be, as provided
in Section 2.4, (D) (x) with respect to the Special Servicer, is reasonably acceptable to the Applicable Control Party,
(y) during any Subordinate Consultation Period, with respect to the Special Servicer, is reasonably acceptable to the Controlling
Class Certificateholder (or Controlling Class Representative on its behalf), and (z) is reasonably acceptable to the Depositor
and the Trustee, in each case such approval not to be unreasonably withheld or delayed;


 



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(ii)           Rating Agency Confirmation has been received (or the requirements of Section 3.26 with respect to a Rating Agency
Confirmation are otherwise satisfied);


 



(iii)          the Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that
arose prior to the effective date of such assignment and delegation under this Section 6.4(a);


 



(iv)          the rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall
not exceed the rate then in effect; and


 



(v)           the Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust,
and the Rating Agencies for any expenses of such assignment, sale or transfer.


 


Upon satisfaction of the foregoing requirements
and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may be, hereunder.


 


(b)           Subject to the provisions of Sections 6.2 and 6.4(a), none of the Servicer and the Special Servicer shall
resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder
is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities
carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be,
shall be evidenced by an Opinion of Counsel delivered to the Depositor and the Trustee. No resignation by the Servicer or the Special
Servicer, as applicable, under this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable,
shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement
in accordance with Section 7.2. In connection with any such resignation, the successor special servicer shall be appointed
by the Trustee, and otherwise satisfy the requirements for a successor special servicer set forth in Section 6.4(a)(i);
provided that in either case the Trustee shall have obtained a Rating Agency Confirmation from each Rating Agency. Notwithstanding
the previous sentence, each of the Servicer or Special Servicer may assign its duties and obligations under this Agreement under
certain limited circumstances as described herein.


 


6.5.        
Indemnification by the Servicer, the Special Servicer and the Depositor. Each of the Servicer, the Special Servicer
and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust and each other party to this Agreement
and each Companion Loan Holder from and against any claims, losses, liabilities, damages, penalties, fines, forfeitures, reasonable
legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust, the Trustee, the Certificate
Administrator, the Servicer, the Special Servicer, the Depositor or any Companion Loan Holder, as applicable, that arise out of
or are based upon (i) a breach by the Servicer, the Special Servicer or the Depositor, as the case may be, of its representations
and warranties under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Servicer, the Special
Servicer or the Depositor, as the case may be, in the performance of its obligations and duties under this Agreement (or for or
its negligent disregard thereof).


 



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7.          
SERVICER TERMINATION EVENTS; SPECIAL SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE


 


7.1.         Servicer
Termination Events; Special Servicer Termination Events. (a)  ”Servicer Termination Event,”
or “Special Servicer Termination Event” wherever used herein with respect to the Servicer or the Special
Servicer, as the case may be, means any one of the following events whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body:


 


(i)           
any failure by the Servicer or Special Servicer, as applicable, to remit any payment required to be made or remitted by
it (other than Advances described under clause (ii) below), when required to be remitted under the terms of this Agreement,
which failure is not cured by 11:00 a.m., New York time, on the first Business Day following the date on which such remittance
was required to be made;


 



(ii)          
any failure of the Servicer (a) to make any Monthly Payment Advance required to be made pursuant to this Agreement
on or prior to the applicable Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date,
(b) to make any Administrative Advance or Property Protection Advance required to be made pursuant to this Agreement when
the same is due and such failure continues unremedied for 10 Business Days (or such shorter period (not less than one Business
Day) as would prevent a lapse in insurance or a delinquent payment of real estate taxes or ground rents) following the date on
which the Servicer receives notice thereof or should have had notice thereof if it had been acting in accordance with Accepted
Servicing Practices or (c) to remit to Companion Loan Holders, as and when required by this Agreement or the Intercreditor Agreement,
any amount required to be so remitted which failure is not cured within two (2) Business Days following the date on which such
remittance was required to be made;


 



(iii)          any failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other
of its covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure
or breach shall continue unremedied for a period of 30 days after the date on which written notice of such failure or breach is
given to the Servicer or Special Servicer, as applicable, by the Trustee or to the Servicer or Special Servicer, as applicable,
and the Trustee by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates
or by a Companion Loan Holder, if affected; provided, however, that with respect to any such failure or breach that
is not curable within such 30-day period, the Servicer or the Special Servicer, as applicable, will have an additional cure period
of 30 days to effect such cure so long as the Servicer or the Special Servicer, as appropriate, has commenced to cure such failure
within the initial 30-day period and has provided the Trustee with an officer’s certificate certifying that it has diligently
pursued, and is continuing to diligently pursue, such cure;


 



(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 or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Servicer or the Special Servicer, as applicable,
and such decree or order has remained in force undischarged or unstayed for a period of sixty (60) days; provided, that,
with respect to any such decree or order that cannot be discharged, dismissed or stayed within such sixty (60) day period, the
Servicer or the Special Servicer, as appropriate, will have an additional period of thirty (30) days to effect such discharge,
dismissal or stay so long as it has commenced proceedings to have such decree or order dismissed, discharged or stayed within the
initial sixty (60) day period and has diligently pursued, and is continuing to pursue, such discharge, dismissal or stay;


 



(v)          
the Servicer or the Special Servicer, as applicable, 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 Servicer or the Special Servicer or of or relating to all or substantially all of
its property;


 



(vi)         
the Servicer or the Special Servicer, as applicable, 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;


 



(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, withdrawal or “watch status” placement shall not have been withdrawn
by Moody’s within sixty (60) days), and, in the case of either of clause (A) or (B), citing servicing concerns
with the Servicer or the Special Servicer, as the case may be, as the sole or a material factor in such rating action; (b) the
Servicer ceases to have a special servicing rating of at least “CMS3” from Fitch, or the Special Servicer ceases to
have a special servicing rating of at least “CSS3” from Fitch, as the case may be, and such rating is not reinstated
within sixty (60) days; or (c) DBRS has (1) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of
Certificates, or (2) placed one or more Classes of Certificates on “watch status” in contemplation of a rating downgrade
or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by
DBRS within 60 days) and, in the case of either of clauses (1) or (2), cited servicing concerns with the Servicer or the Special
Servicer, as the case may be, as the sole or a material factor in such rating action;


 



(viii)        a Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of
Companion Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in contemplation
of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), citing servicing concerns with the Servicer
or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade,


 



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withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating Agency within sixty (60)
days of such event); and


 



(ix)          if and for so long as any Companion Loan is included in an Other Securitization Trust that is subject to the reporting requirements
of the Exchange Act, the Servicer or the Special Servicer, as applicable, or any primary servicer, Sub-Servicer or Servicing Function
Participant (such entity, the “Sub-Servicing Entity”) retained by the Servicer or the Special Servicer, shall
fail to deliver the items required to be delivered by this Agreement (including any applicable grace periods) to enable such Other
Securitization Trust to comply with its reporting obligations under the Exchange Act (any Sub-Servicing Entity that defaults in
accordance with this clause (ix) shall be terminated at the direction of the Depositor) or, in the case of such failure
by a Sub-Servicing Entity, the failure of the Servicer or Special Servicer, as applicable to terminate such Sub-Servicing Entity;
provided, that the Depositor may waive any such Servicer Termination Event or Special Servicer Termination Event, as applicable,
under this clause (ix) in its sole discretion without the consent of the Trustee or any Certificateholders.


 


(b)           Upon written notice or receipt by a Responsible Officer of the Trustee of actual knowledge of the occurrence of any Servicer
Termination Event or Special Servicer Termination Event, unless such Servicer Termination Event or Special Servicer Termination
Event has been cured or waived, the Trustee shall promptly notify the Certificate Administrator in writing. The Certificate Administrator
shall, upon receipt of such notice, (i) provide written notice to the Depositor and post notice of the same upon its receipt
thereof on the Certificate Administrator’s Website; (ii) provide written notice to the 17g-5 Information Provider (who
shall promptly post to the 17g-5 Information Provider’s Website) pursuant to Section 12.17; and (iii) provide
notice thereof to all Certificateholders and the Companion Loan Holders by mail to the addresses set forth on the Certificate Register.
For avoidance of doubt, (i) the occurrence of a Servicer Termination Event with respect to the Servicer shall not cause there
to have occurred a Special Servicer Termination Event with respect to the Special Servicer unless the relevant event also constitutes
a Special Servicer Termination Event and (ii) the occurrence of a Special Servicer Termination Event with respect to the Special
Servicer shall not cause there to have occurred a Servicer Termination Event with respect to the Servicer unless the relevant event
also constitutes a Servicer Termination Event.


 


(c)           If a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case,
so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, either (i) the
Trustee may, or (ii) upon the written direction of Holders of Certificates having at least 25% of the Voting Rights (taking
into account the application of the Appraisal Reduction Amount allocated to the Mortgage Loan to notionally reduce the Certificate
Balances of the Certificates) of the Certificates, the Trustee shall terminate all of the rights and obligations of the Servicer
or the Special Servicer, as applicable, under this Agreement, other than rights and obligations accrued prior to such termination,
and in and to the Mortgage Loan or the Whole Loan and the proceeds thereof by notice in writing to the Servicer or the Special
Servicer, as applicable; provided that, notwithstanding anything to the contrary, if a Servicer Termination Event or Special
Servicer Termination Event, as applicable, under clauses (i), (ii), (iii), (viii) and/or (ix)
of Section 7.1(a) only has an adverse effect on a Companion Loan, a Companion Loan Holder or a rating on any


 



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Companion Loan
Securities, but has no adverse effect on the Mortgage Loan, the Certificateholders or a rating on any of the Certificates, then
(x) with respect to a Servicer Termination Event or Special Servicer Termination Event under clause (ix) of Section 7.1(a),
the related Other Depositor or (y) with respect to a Servicer Termination Event or Special Servicer Termination Event under clauses
(i), (ii), (iii) and/or (viii) of Section 7.1(a), the related affected Companion Loan Holder, shall
be able to require the appointment of a subservicer with respect to the Mortgage Loan and the Companion Loans. Upon any termination
of the Servicer or the Special Servicer, as applicable, and appointment of a successor to the Servicer or the Special Servicer,
as applicable, the Trustee shall notify the Servicer or the Special Servicer, to the extent it is not the party being terminated,
and the Certificate Administrator who shall post to the Certificate Administrator’s Website such written notice thereof,
and forward the same to the Depositor, the Certificateholders and the Companion Loan Holders and, comply with giving notice to
the Rating Agencies pursuant to Section 12.17. Notwithstanding anything herein to the contrary, the Depositor shall
have the right, but not the obligation, to notify the Trustee of any Servicer Termination Event or Special Servicer Termination
Event of which the Depositor becomes aware.


 


(d)           The Applicable Control Party shall have the right to direct the Trustee to terminate the Special Servicer (subject to such
terminated Special Servicer’s rights to indemnification, payment of outstanding fees, and other rights set forth in this
Agreement which survive termination) at any time, with or without cause, and the Applicable Control Party shall have the right
to, and shall, appoint a successor Special Servicer who shall execute and deliver to the other parties hereto an agreement, in
form and substance reasonably satisfactory to the Trustee, whereby the successor Special Servicer agrees to assume and perform
punctually the duties of the Special Servicer specified in this Agreement; provided that the Trustee (who shall provide
it to the Certificate Administrator) shall have received a Rating Agency Confirmation from each Rating Agency prior to the termination
of the Special Servicer. The Special Servicer shall not be terminated pursuant to this paragraph until a successor Special Servicer
shall have been appointed. All costs and expenses of any such removal made by the Applicable Control Party without cause shall
be paid by the Applicable Control Party. Notwithstanding anything to the contrary in this Agreement, no successor Special Servicer
appointed by the Applicable Control Party pursuant to Sections 6.4 or 7.1(c) or this Section 7.1(d)
or otherwise pursuant to this Agreement will be required to meet any net worth requirements.


 


(e)           If the Special Servicer becomes a Borrower Affiliate, the Special Servicer shall resign at its own expense. In connection
with any resignation by the Special Servicer because it is a Borrower Affiliate, the Controlling Class Representative (so long
as it is not also a Borrower Affiliate and only during any Subordinate Control Period or any Subordinate Consultation Period) shall
be entitled to appoint a successor Special Servicer that is not a Borrower Affiliate. If the Controlling Class Representative is
a Borrower Affiliate, then in connection with any resignation by the Special Servicer because it is a Borrower Affiliate during
any Subordinate Control Period or any Subordinate Consultation Period, the largest Holder of the Controlling Class, by Certificate
Balance, that is not a Borrower Affiliate shall be entitled to appoint the successor Special Servicer that is not also a Borrower
Affiliate. If there is no Holder of the Controlling Class that is not also a Borrower Affiliate, then in connection with any resignation
by the Special Servicer because it is a Borrower Affiliate, the successor Special Servicer shall be appointed in accordance with
the provisions in the next paragraph.


 



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Other than during a
Subordinate Control Period or Subordinate Consultation Period (or if there is no Holder of the Controlling Class that is not also
a Borrower Affiliate during any Subordinate Control Period or Subordinate Consultation Period), in connection with any resignation
by the Special Servicer because it is a Borrower Affiliate, at the expense of the resigning Special Servicer, the Certificate Administrator,
upon receipt of a written notice from the Special Servicer, shall promptly provide written notice of such pending resignation to
all Certificateholders by posting the Special Servicer’s notice on its internet website. Following such notice, a successor
Special Servicer that is not also a Borrower Affiliate may 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 a successor Special Servicer that is not a Borrower Affiliate has not been
appointed pursuant to the preceding sentence within thirty (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 an Independent
successor Special Servicer has not been appointed and the resigning Special Servicer shall appoint a successor Special Servicer
that is not a Borrower Affiliate.


 


(f)            At any time other than during a Subordinate Control Period, upon (i) the written direction of Holders of Certificates
evidencing not less than 25% of the aggregate Voting Rights allocable to the Sequential Pay Certificates (taking into account Realized
Losses, principal payments and the application of any Appraisal Reduction Amounts allocated to the Mortgage Loan to notionally
reduce the Certificate Balances of the Certificates) requesting a vote to terminate and replace the Special Servicer with a proposed
successor Special Servicer meeting the requirements of Section 6.4(a)(i), (ii) 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, (iii) delivery by such holders to the
certificate administrator (if any) and the trustee for each Other Securitization Trust (with a copy to the Certificate Administrator
and the Trustee) of a Companion Loan Rating Agency Confirmation with respect to the appointment of such new special servicer (which
Companion Loan Rating Agency Confirmations shall be obtained at the expense of such holders) and (iv) delivery by such Certificateholders
to the Certificate Administrator of a Rating Agency Confirmation from each Rating Agency with respect to the appointment of such
new special servicer (which Rating Agency Confirmations shall be obtained at the expense of those Holders requesting such vote),
the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders by posting such notice on
the Certificate Administrator’s Website pursuant to Section 8.14(b) and by mailing at their addresses appearing
in the Certificate Register and shall conduct the solicitation of votes of all Certificates in such regard. Upon the written direction
of (x) Holders of Sequential Pay Certificates evidencing at least 75% of a Certificateholder Quorum or (y) Holders of Non-Reduced
Certificates evidencing more than 50% of the Voting Rights allocable to each Class of Non-Reduced Certificates, the Trustee shall
terminate all of the rights and obligations of the Special Servicer under this Agreement by written notice to the Special Servicer
and appoint the successor Special Servicer designated by such Certificateholders; 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. Upon any such termination of the Special Servicer
and appointment of a successor to the Special Servicer, the Certificate Administrator shall, as soon as


 



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possible, post notice of
such event on the Certificate Administrator’s Website and give written notice of such termination and appointment to the
Servicer, the Depositor, the Certificateholders, the Companion Loan Holders and the 17g-5 Information Provider (who shall promptly
post to the 17g-5 Information Provider’s Website). The Certificateholders that initiated the vote to replace the Special
Servicer shall pay the costs and expenses incurred in connection with the removal and replacement of the Special Servicer pursuant
to this paragraph. The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder
may access such notices on the Certificate Administrator’s Website and that each Certificateholder may register to receive
email notifications when such notices are posted thereon. The Certificate Administrator shall be entitled to reimbursement from
the requesting Certificateholders or the Companion Loan Holders for the reasonable expenses of posting notices of such requests.
The Special Servicer shall not be terminated pursuant to this paragraph until a successor Special Servicer shall have been appointed.


 


(g)           Any termination of the Special Servicer under this Section 7.1 and appointment of a successor special servicer shall
not be effective until (i) the delivery of a Rating Agency Confirmation from each Rating Agency and a Companion Loan Rating Agency
Confirmation from each Companion Loan Rating Agency to the Trustee and the Certificate Administrator, (ii) the assumption by the
successor special servicer of all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement
pursuant to a writing reasonably satisfactory to the Trustee and the Certificate Administrator and (iii) receipt by the Trustee
and the Certificate Administrator of an opinion of counsel to the effect that (x) the designation of such replacement to serve
as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this Agreement and
(z) this Agreement will be enforceable against such replacement in accordance with its terms.


 


(h)           In the event that the Servicer or Special Servicer is terminated pursuant to this Section 7.1, the Trustee (the
“Terminating Party”) shall, by notice in writing to the Servicer or Special Servicer, as the case may be (the
“Terminated Party”) (with a copy to the Borrowers), terminate all of its rights and obligations under this Agreement
and in and to the Mortgage Loan and the Companion Loans and the proceeds thereof, other than any rights the Terminated Party may
have hereunder as a Certificateholder and any rights or obligations that accrued prior to the date of such termination (including
the right to receive all amounts accrued or owing to it under this Agreement with respect to periods prior to the date of such
termination (including, to the extent described in Section 3.17, any Work-out Fees relating to a written agreement entered
into by the Terminated Party prior to the earlier of (i) notice from the Applicable Control Party under Section 7.1(d) directing
the Trustee to terminate the Special Servicer, or (ii) termination) and the right to the benefits of Section 6.3 notwithstanding
any such termination). On or after the receipt by the Terminated Party of such written notice, subject to the foregoing, 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 in the event and to the extent that it is a Certificateholder) or the Whole Loan or otherwise,
shall pass to and be vested in the Terminating Party pursuant to and under this Section (absent the appointment of a successor,
and such successor’s assumption of obligations hereunder) and the Terminated Party shall reasonably cooperate with the Terminating
Party to execute and deliver, on behalf of and at the expense of the Terminated Party, 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,


 



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whether to complete the transfer and endorsement or assignment of the Mortgage Loan and related documents, or otherwise; provided,
however that if the Terminated Party fails to reasonably cooperate in executing such power of attorney, then the Terminating Party,
without limitation, 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 Loan and related documents, or otherwise. The Servicer and the Special Servicer, as applicable, each
agrees that, in the event it is terminated pursuant to this Section 7.1, or resigns under Section 6.4(b),
to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense, the Terminating
Party (which term shall include for the purposes of the remainder of this Section 7.1(h), the Trustee (or a successor
Servicer or Special Servicer) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
with all documents and records requested by the Terminating Party to enable the Terminating Party to assume its functions hereunder,
and to cooperate with the Terminating Party and the successor to its responsibilities hereunder in effecting the termination of
its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Servicer or Special Servicer,
as applicable, 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 Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.1(h),
the resigning party in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
to the Collection Account, any Foreclosed Property Account or shall thereafter be received with respect to the Whole Loan, and
shall promptly provide the Terminating Party or such successor Servicer or Special Servicer, as applicable (which may include the
Trustee), as applicable, all documents and records reasonably requested by it, such documents and records to be provided in such
form as the Terminating Party or such successor Servicer or the Special Servicer, as applicable, shall reasonably request (including
electronic form), to enable it to assume the function of the Servicer or Special Servicer, as applicable, hereunder. All reasonable
out-of-pocket costs and expenses of the Terminating Party or the successor Servicer or Special Servicer, as applicable, incurred
in connection with transferring the Mortgage File to the Terminating Party or to the successor Servicer or Special Servicer, as
applicable, and amending this Agreement to reflect such succession pursuant to this Section 7.1 shall be paid by the
Terminated Party upon presentation of reasonable documentation of such costs and expenses. If the Terminated Party has not reimbursed
the Terminating Party or such successor Servicer or Special Servicer, as applicable, for such expenses within 90 days after the
presentation of reasonable documentation, such expense shall be reimbursed by the Trust pursuant to Section 3.4(c);
provided that the Terminated Party shall not thereby be relieved of its liability for such expenses. Notwithstanding the
foregoing, in the event that the Special Servicer is terminated by the Controlling Class Certificateholder (or the Controlling
Class Representative on its behalf) without cause pursuant to Section 7.1(d), all out-of-pocket costs and expenses
incurred or payable by the terminated Special Servicer under this Section 7.1 shall be paid by the Trust Fund.


 


(i)            Notwithstanding anything herein to the contrary, the Depositor shall have the right, but not the obligation, to notify the
Trustee of any Servicer Termination Event or Special Servicer Termination Event of which the Depositor becomes aware. In no event
shall the Trustee be deemed to have knowledge of or be aware of any Servicer Termination Event or


 



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Special Servicer Termination
Event until a Responsible Officer of the Trustee has received written notice thereof or has actual knowledge thereof.


 


7.2.         
Trustee to Act; Appointment of Successor. On and after the time the Servicer or Special Servicer, as the case may
be, receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.4(b), the
Terminating Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee (or
a successor Servicer or Special Servicer including a successor appointed under Section 6.4(a)) in connection with a
resignation of the Servicer or the Special Servicer under Section 6.4(b)) shall, unless prohibited by law, be the successor
to the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.2, the resigning
party in connection with a resignation of the Servicer of the Special Servicer under Section 6.4(b)) in all respects
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
Terminated Party by the terms and provisions hereof; provided, however, that (i) neither the Trustee nor the
Terminating Party (nor any successor Servicer or Special Servicer, as the case may be) shall have any responsibilities, duties,
liabilities or obligations with respect to any act or omission of the Terminated Party 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 or failure to cooperate as required by this Agreement shall not be considered a default
by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer or Special Servicer, and any other successor
Servicer or Special Servicer, as the case may be, shall be indemnified to the full extent provided to the Trustee under this Agreement.
The appointment of a successor Servicer or Special Servicer, as the case may be, shall not affect any liability of the Terminated
Party that may have arisen prior to its termination as such. The Terminating Party shall not be liable for any of the representations
and warranties of the Terminated Party herein or in any related document or agreement, for any acts or omissions of the Terminated
Party or for any losses incurred in respect of any Permitted Investment by the Terminated Party nor shall the Terminating Party
or any successor Servicer or Special Servicer be required to purchase the Mortgage Loan hereunder. None of the Terminating Party,
the Trustee or the successor Servicer or successor Special Servicer will be responsible for delays attributable to Terminated Party’s
failure to deliver information, defects in the information supplied by the Terminated Party or other circumstances beyond the control
of the Terminating Party, the Trustee or the successor Servicer. The Terminating Party (or any successor Servicer or Special Servicer)
will make arrangements with the Terminated Party for the prompt and safe transfer of, and the Terminated Party shall use commercially
reasonable efforts to provide to the successor Servicer and Special Servicer, all necessary servicing files and records on the
close of business on the day immediately preceding the assumption of the servicing or special servicing by the successor Servicer
or Special Servicer (but in any event such necessary servicing files and records shall be provided by the close of business on
the 5th Business Day following the assumption of the servicing or special servicing by the successor Servicer or Special
Servicer). None of the Trustee, the Terminating Party, the successor Servicer or the Special Servicer shall have any responsibility
nor shall any of them be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying
out any of its duties under this Agreement if any such failure or delay results from the Trustee, the Terminating Party, successor
Servicer or successor Special Servicer acting in accordance with information prepared or supplied by any other Person


 



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or the failure of any
such Person to prepare or provide such information. None of the Trustee, the Terminating Party, the successor Servicer or the
successor Special Servicer shall have any responsibility, shall be in default or shall incur any liability (i) for any act or
failure to act by any third party, including the predecessor Servicer, the predecessor Special Servicer, the current Servicer
or Special Servicer (if the successor is not succeeding to such capacities), the Depositor or the Trustee or for any inaccuracy
or omission in a notice or communication received by the successor from any third party or (ii) which is due to or results from
the invalidity, unenforceability of the Whole Loan, Loan Agreement or any other agreement with applicable law or the breach or
the inaccuracy of any representation or warranty made with respect thereto. As compensation therefor, the Terminating Party as
successor Servicer or Special Servicer, as the case may be, shall be entitled to all compensation with respect to the Whole Loan
to which the Terminated Party would have been entitled that accrues after the date of the Terminating Party’s succession
to which the Terminated Party would have been entitled if it had continued to act hereunder and, in the case of a successor Special
Servicer, the Special Servicing Fee. 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 Certificates having greater than 25% of the aggregate Voting Rights of all then
outstanding Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agencies as a Servicer
or Special Servicer, as the case may be, as evidenced by a Rating Agency Confirmation, or if the Rating Agencies do not provide
written confirmation that the succession of the Trustee as Servicer or Special Servicer, as the case may be, will not cause a
downgrade, qualification or withdrawal of the then-current ratings of the Certificates, promptly appoint, or petition a court
of competent jurisdiction to appoint, any established loan servicing institution reasonably satisfactory to the Trustee the appointment
for which a Rating Agency Confirmation is obtained, as the successor to the Servicer or Special Servicer, as applicable, hereunder
in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer or Special Servicer, as applicable,
hereunder. No appointment of a successor to a Terminated Party hereunder shall be effective until the assumption by such successor
of all the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to
a Terminated Party hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in the applicable
capacity as herein above provided. Any appointment or succession by the Trustee to the rights and obligations of the Special Servicer
hereunder shall be subject to the right of the Applicable Control Party to replace the Special Servicer. 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 the Whole Loan as it and such successor shall agree; provided, however, that no such compensation
shall be in excess of that permitted the Terminated Party hereunder, except that if no successor to the Terminated Party can be
obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and
such amounts in excess of that permitted the Terminated Party shall be paid pursuant to Section 3.4(c) (subject to
the terms of the Intercreditor Agreement). The Depositor, the Trustee, the Certificate Administrator, the Servicer (as applicable),
the Special Servicer (as applicable) and such successor shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession.


 



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7.3.         
Notification to Certificateholders, the Depositor and the Rating Agencies.


 


(a)          
Upon any termination of the Servicer or the Special Servicer, as the case may be, pursuant to Section 7.1 or
appointment of a successor to the Servicer or Special Servicer, as the case may be, the Certificate Administrator shall, as soon
as practicable, give written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register,
the Companion Loan Holders and to the Depositor and 17g-5 Information Provider (who shall promptly post to the 17g-5 Information
Provider’s Website).


 


(b)           Within 30 days after the occurrence of any Servicer Termination Event or Special Servicer Termination Event of which a Responsible
Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders
of Certificates, the Companion Loan Holders and to the Depositor and 17g-5 Information Provider (who shall promptly post to the
17g-5 Information Provider’s Website) notice of such Servicer Termination Event or Special Servicer Termination Event, as
the case may be, unless such Servicer Termination Event or Special Servicer Termination Event shall have been cured or waived.


 


7.4.          Other Remedies of Trustee. During the continuance of any Servicer Termination Event or Special Servicer Termination
Event, as the case may be, or so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been
remedied, the Trustee, in addition to the rights specified in Section 7.1, 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 the Companion Loan
Holders (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, and the Trustee shall be entitled to be reimbursed therefor
pursuant to Section 3.4(c) from the Collection Account. 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 or Special Servicer Termination Event.


 


7.5.          Waiver
of Past Servicer Termination Events and Special Servicer Termination Events.  The Holders of Certificates evidencing not less
than 66 2/3% of the aggregate Voting Rights of all then outstanding Certificates and the Companion Loan Holders may, on behalf
of all Certificateholders and the Companion Loan Holders and upon adequate indemnification of the Trustee by the requesting Holders
of Certificates and the Companion Loan Holders, waive any Servicer Termination Event or Special Servicer Termination Event and
its consequences, except a failure to make any required deposits (including Monthly Payment Advances) to or payments from the
Collection Account, the Distribution Account or any Foreclosed Property Account or in remitting payments as received, in each
case in accordance with this Agreement. Upon any such waiver of a past Servicer Termination Event or Special Servicer Termination
Event, such event shall cease to exist, and the related Servicer Termination Event or Special Servicer Termination Event arising
therefrom shall be deemed to have been


 



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remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent
or other Servicer Termination Event or Special Servicer Termination Event or impair any right related thereto.


 


7.6.          Trustee as Maker of Advances. In the event that the Servicer fails to fulfill its obligations hereunder to make any
Advances (other than any Advance which has been determined, in accordance with this Agreement, to be a Nonrecoverable Advance if
made), the Trustee shall perform such obligations (w) within five Business Days (or such shorter period (but not less than
one Business Day) as may be required, if applicable, to avoid any lapse in insurance coverage required under the Loan Documents
or this Agreement with respect to the Properties (or any Property) or to avoid any foreclosure or similar action with respect to
the Properties (or any Property) by reason of failure to pay real estate taxes, assessments, ground rents or governmental charges)
of a Responsible Officer of the Trustee obtaining knowledge of such failure by the Servicer or the Special Servicer with respect
to Property Protection Advances and Administrative Advances and (x) by 12:00 noon New York time on the related Distribution
Date with respect to Monthly Payment Advances. With respect to any such Advance made by the Trustee, the Trustee shall succeed
to all of the Servicer’s and/or the Special Servicer’s rights, as applicable, with respect to Advances hereunder, including,
without limitation, the 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
such Servicer’s and/or the Special Servicer’s default in its obligations hereunder and further subject to the Trustee’s
standard of good faith and reasonable business judgment); provided, however, that if Advances made by the Trustee,
the Servicer and/or the Special 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 Servicer and/or the Special Servicer, as applicable, for such Advances and interest accrued thereon. The
Trustee shall be entitled to conclusively rely on any notice given by the Servicer and/or the Special Servicer, as applicable,
with respect to a Nonrecoverable Advance hereunder. The Trustee shall notify the Other Servicer and Other Trustee with respect
to each Other Securitization Trust of the amount of any Monthly Payment Advance made by it pursuant to this Section 7.6
within two (2) Business Days of making such Advance.


 


8.             THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


8.1.          Duties
of the Trustee and the Certificate Administrator. (a)  The Certificate Administrator and the Trustee (with
respect to the Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the
case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event that may
have occurred) undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set
forth in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or
supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer
Termination Event or Special Servicer Termination Event has occurred (that has not been cured or waived), the Trustee,
subject to the provisions of Section 7.2 and Section 7.4, shall exercise such of the rights and
powers vested in it by this Agreement, and shall use the same degree of


 



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care and skill in their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such
institution’s own affairs. Any permissive right of the Trustee or the Certificate Administrator set forth in this Agreement
shall not be construed as a duty and the Trustee or the Certificate Administrator shall not be answerable for other than its negligence
or willful misconduct in performance of such right.


 


(b)           Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt
of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee
and the Certificate Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall
examine, or cause to be examined, such instruments to determine whether they conform to the requirements of this Agreement to the
extent specifically set forth herein. If any such instrument is found on its face not to conform to the requirements of this Agreement
in a material manner, the Trustee and the Certificate Administrator shall make a request to the Depositor to have the instrument
corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s reasonable satisfaction,
the Trustee or the Certificate Administrator shall provide notice thereof to the Certificateholders. Neither the Trustee nor the
Certificate Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, the Servicer, or the Special Servicer and accepted by the
Trustee or the Certificate Administrator, as the case may be, in good faith, pursuant to this Agreement.


 


(c)           Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate
Administrator from liability for its own negligent action, its own negligent failure to act, its own willful misconduct or bad
faith or for any failure to perform its obligations in compliance with this Agreement, provided, however, that:


 


(i)            no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator
and each of the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or the Certificate Administrator
(including those provided pursuant to Section 11.1) and conforming to the requirements of this Agreement which it
reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters
arising hereunder;


 



(ii)           neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible
Officer of the Trustee or the Certificate Administrator, unless it shall be proved that the Trustee or the Certificate Administrator
or such Responsible Officer, as applicable, was negligent in ascertaining the pertinent facts;


 



(iii)          neither the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in
the aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting
any proceeding for any remedy available to the


 



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Trustee or the Certificate Administrator, or exercising any trust or power conferred
upon the Trustee or the Certificate Administrator, under this Agreement;


 



(iv)          neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or
the Special Servicer to comply with any of their respective obligations referred to in Section 7.1 or any other act
or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to take
action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of
such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written notice of such
failure from the Servicer, the Special Servicer, the Depositor, the Borrowers or Holders of the Certificates evidencing, in the
aggregate, not less than 25% of the Voting Rights of the Certificates. In the absence of receipt of such notice or actual knowledge
of a Responsible Officer, the Trustee may conclusively assume that there is no Servicer Termination Event, Special Servicer Termination
Event or any other act or circumstance described in Section 7.1 has occurred.


 



(v)           subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2,
neither the Trustee nor the Certificate Administrator shall have any duty except in the capacity as a successor Servicer or successor
Special Servicer (A) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or
any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording
or filing or depositing or to any re-recording, refiling or redepositing thereof (except as set forth in Section 2.1(b)),
(B) to see to any insurance, and (C) to confirm or verify the contents of any reports or certificates of the Servicer
or the Special Servicer delivered to the Trustee or the Certificate Administrator pursuant to this Agreement reasonably believed
by the Trustee or the Certificate Administrator to be genuine and to have been signed or presented by the proper party or parties;
and


 



(vi)          for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any
action with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event
or Special Servicer Termination Event unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable,
has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual
knowledge otherwise obtained, the Trustee and the Certificate Administrator may conclusively assume that there is no Mortgage Loan
Event of Default, Servicer Termination Event or Special Servicer Termination Event.


 


(d)           None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator
to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers hereunder if, in the opinion of the Trustee or the Certificate Administrator,
as the case may be, there are reasonable grounds for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the manner of performance of, any
of the


 



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obligations of the Servicer or the Special Servicer under this Agreement, except with respect to 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 Servicer
or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything contained herein, neither the
Trustee nor the Certificate Administrator shall be responsible or shall have any liability in connection with the duties assumed
by the Authenticating Agent, the Custodian and the Certificate Registrar hereunder, unless the Trustee or the Certificate Administrator
is acting in any such capacity hereunder; provided, further, that in any such capacity the Trustee and the Certificate
Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and the Certificate Administrator
hereunder, as applicable.


 


In no event shall the
Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations hereunder because
of circumstances beyond the Trustee’s or the Certificate Administrator’s control, including, but not limited to force
majeure.


 


8.2.         
Certain Matters Affecting the Trustee and the Certificate Administrator. (a)  Except as otherwise provided
in Section 8.1:


 


(i)            each of the Trustee and the Certificate Administrator may request and rely upon and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, auditor’s certificate or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 



(ii)            each of the Trustee and the Certificate Administrator may consult with any nationally recognized counsel, and the advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith;


 



(iii)           neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise the trusts or powers vested
in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Certificateholders or any Companion Loan Holders, pursuant to the provisions of this Agreement, unless
such Certificateholders or Companion Loan Holders shall have offered to the Trustee or the Certificate Administrator, as applicable,
security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities, including reasonable legal fees,
which may be incurred therein or thereby; provided, however, that nothing contained herein shall relieve the Trustee
or the Certificate Administrator of the obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination
Event (which has not been cured or waived), 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 its exercise as a prudent institution would exercise or use
under the circumstances in the conduct of such institution’s own affairs;


 



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(iv)          neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon
it by this Agreement;


 



(v)           prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder and after the curing
or waiver of such Servicer Termination Event or Special Servicer Termination Event that may have occurred, neither the Trustee
nor the Certificate Administrator shall be bound to ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein (except as specifically required by this Agreement) or to make any investigation into
the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates evidencing, in the aggregate,
not less than 25% of the Voting Rights of the outstanding Certificates; provided, however, that if the payment within
a reasonable time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely to be incurred by
either party in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, not reasonably
assured to it by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, as applicable,
may require indemnity satisfactory to it against such costs, expenses or liabilities as a condition to taking any such action.
The reasonable expense of every such investigation shall be paid by the Trust pursuant to Section 3.4(c) in the event
that such investigation relates to a Servicer Termination Event or Special Servicer Termination Event, if such an event shall have
occurred and is continuing, and otherwise by the Certificateholders requesting the investigation;


 



(vi)          each of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys selected by it with due care;


 



(vii)         neither the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection
with the execution and performance of its duties hereunder, and in no event shall the Trustee or the Certificate Administrator
be liable for punitive, special, 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;


 



(viii)        notwithstanding anything to the contrary herein, any and all communications (both text and attachments, excluding any notice
to the Servicer or the Special Servicer under Section 7.1(a)) by or from either the Trustee or the Certificate Administrator,
as the case may be, in any of its capacities, that either the Trustee or the Certificate Administrator, as applicable, in its sole
discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted.
The recipient of the email communication will be required to complete a one-time registration process. Information and assistance
on registering and using the email


 



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encryption technology can be found at the Certificate Administrator’s Website or by calling
the Certificate Administrator’s customer support desk at 866-252-4360;


 



(ix)          for as long as the Person that serves as the Certificate Administrator hereunder also serves as Custodian, 17g-5 Information
Provider, Authenticating Agent and/or Certificate Registrar, the protections, immunities and indemnities afforded to that Person
in its capacity as Certificate Administrator hereunder shall also be afforded to such Person in its capacity as Custodian, 17g-5
Information Provider, Authenticating Agent and/or Certificate Registrar, as the case may be; and


 



(x)           No provision of this Agreement or any other transaction document shall be deemed to impose any duty or obligation on the
Trustee or the Certificate Administrator to take or omit to take any action, or suffer any action to be taken or omitted, in the
performance of its duties or obligations under the transaction documents, or to exercise any right or power thereunder, to the
extent that taking or omitting to take such action or suffering such action to be taken or omitted would violate applicable law
binding upon it (which determination may be based on the advice or opinion of counsel).


 


(b)           Following the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets
to the Trust Fund not specifically contemplated by this Agreement.


 


(c)           All rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate
Administrator may be enforced by such party without the possession of any of the Certificates, or the production thereof at the
trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee or the Certificate
Administrator, as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to
the provisions of this Agreement.


 


(d)           In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking
institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Laws”),
the Trustee and the Certificate Administrator are required to obtain, verify and record certain information relating to individuals
and entities which maintain a business relationship with the Trustee or the Certificate Administrator, as applicable. Accordingly,
each of the parties agrees to provide to the Trustee and the Certificate Administrator, upon their request from time to time such
identifying information and documentation as may be available for such party in order to enable the Trustee and the Certificate
Administrator to comply with Applicable Laws.


 


8.3.          Neither the Trustee Nor the Certificate Administrator is Liable for Certificates or the Mortgage Loan. The recitals
contained herein and in the Certificates (other than the signature and authentication of the Certificate Administrator on the Certificates)
shall not be taken as the statements of the Trustee or the Certificate Administrator and the Trustee and the Certificate Administrator
assume no responsibility for their correctness. The Trustee and the Certificate Administrator make no representations as to the
validity or sufficiency of this Agreement, the Certificates, the Mortgage Loan or of the Whole Loan or related documents except
as expressly set forth herein. The Trustee and the Certificate Administrator shall not be


 



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liable for any action or failure to take
any action by the Depositor, the Servicer or the Special Servicer hereunder or any action or failure to take any action by the
Mortgage Loan Sellers under the Mortgage Loan Purchase Agreements, including, without limitation, in connection with (i) any
failure of the Mortgage Loan Sellers to properly prepare each Assignment of the Mortgage, assignment of the Collateral Security
Document and UCC-3 financing statements pursuant to the Mortgage Loan Purchase Agreements or (ii) any failure of the Special
Servicer or any sub-servicer, agent of or counsel to the Special Servicer to conduct a Foreclosure in accordance with the terms
of this Agreement and applicable law, and neither the Trustee nor the Certificate Administrator shall be required to take any action
in connection with any of the foregoing matters referred to in clauses (i) and (ii) above (except to the extent otherwise
expressly required pursuant to this Agreement). The Trustee and the Certificate Administrator shall not at any time have any responsibility
or liability for or with respect to the legality, ownership, title, validity or enforceability of any of the Mortgages or Collateral
Security Documents or the Mortgage Loan or any Companion Loan, or the perfection, sufficiency and priority of any of the Mortgages
or Collateral Security Documents or the maintenance of any such perfection and priority, or for or with respect to the efficacy
of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including,
without limitation, the existence, condition and ownership of any Property; the existence and enforceability of any hazard insurance
thereon; the validity of the assignment of the Mortgage Loan to the Trust; the performance or enforcement of the Mortgage Loan
(other than with respect to the Servicer or the Special Servicer, if the Trustee shall assume the duties of the Servicer and/or
the Special Servicer, respectively, pursuant to Section 7.2 and then only to the extent of the obligations of the Servicer
or the Special Servicer, as applicable, hereunder); the compliance by the Depositor, the Borrowers, the Servicer or the Special
Servicer with any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty
or representation made under this Agreement or in any related document prior to the Trustee’s or the Certificate Administrator’s,
as applicable, receipt of notice or other discovery of any noncompliance therewith or any breach thereof; any investment of monies
by or at the direction of the Servicer or the Special Servicer or any loss resulting therefrom; the failure of the Servicer or
the Special Servicer or any sub-servicer to act or perform any duties required of it hereunder; or any action by the Trustee or
the Certificate Administrator taken at the direction of the Servicer or the Special Servicer (other than with respect to the Trustee,
if the Trustee shall assume the duties of the Servicer or the Special Servicer, respectively); provided, that the foregoing shall
not relieve the Trustee or the Certificate Administrator, as applicable, of its obligation to perform its duties under this Agreement.
Except with respect to a claim based on either the Trustee’s or the Certificate Administrator’s negligent action, negligent
failure to act or willful misconduct (or such other standard of care as may be provided herein with respect to any particular matter),
no recourse shall be had for any claim based on any provisions of this Agreement, the Certificates, the Mortgages, the Properties,
the Collateral Security Documents or the Mortgage Loan or assignment thereof against the Trustee or the Certificate Administrator,
as applicable, in its respective individual capacity, and neither the Trustee nor the Certificate Administrator shall have any
personal obligation, liability or duty whatsoever to any Certificateholder or any other Person with respect to any such claim,
and any such claim shall be asserted solely against the Trust Fund or any indemnitor who shall furnish indemnity as provided in
this Agreement. Neither the Trustee nor the Certificate Administrator shall have any responsibility for filing any financing or
continuation statements in any public


 



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office at any time or to otherwise perfect or maintain the perfection of any security interest
or lien granted to it hereunder or to record this Agreement (unless, with respect to the Trustee, the Trustee shall have become
the successor Servicer or Special Servicer). Neither the Trustee nor the Certificate Administrator shall be accountable for the
use or application by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loan to the Trust Fund, or any
funds deposited in or withdrawn from the Collection Account or any account maintained by or on behalf of the Servicer or the Special
Servicer, as applicable (except to the extent that the Collection Account is held by the Trustee or the Certificate Administrator
in its commercial capacity), or for investment of such amounts (other than investments made with the Trustee or the Certificate
Administrator in their commercial capacity).


 


The Trustee and the Certificate
Administrator, by reason of the action or inaction of its directors, officers, members, managers, partners, employees or agents
shall have no liability to the Trust, the Certificateholders or any Companion Loan Holder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement or for actions taken or not taken at the direction of Certificateholders
or any Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Trustee,
the Certificate Administrator or any such Person against any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence of the Trustee, the Certificate Administrator or any such Person. The Trustee, the Certificate Administrator
in each of its capacities under this Agreement and any of their respective directors, officers, members, managers, partners, employees,
Affiliates, agents or Controlling Persons shall be indemnified by the Trust Fund pursuant to Section 3.4(c) out of amounts
on deposit in the Collection Account, and held harmless against any loss, liability, claim, demand or expense incurred in connection
with or related to the Trustee’s or the Certificate Administrator’s performance of its powers and duties under this
Agreement (including, without limitation, performance under Section 8.1 hereof), the Mortgage Loan, the Companion Loans,
the Properties or the Certificates; provided, however, that this provision shall not protect the Trustee, the Certificate Administrator
or any such Person against any breach of its representations or warranties made in this Agreement or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence of the Trustee, the Certificate Administrator or
any such Person. The indemnification provided hereunder shall survive the resignation or removal of the Trustee or the Certificate
Administrator and the termination of this Agreement. Anything herein to the contrary notwithstanding, the Trustee shall be responsible
for its acts or failure to act as Servicer and/or Special Servicer during the time the Trustee is serving as such pursuant and
subject to the terms of this Agreement.


 


With respect to the Companion
Loans, the expenses, costs and liabilities described in the previous paragraph that are allocable to the Companion Loans pursuant
to the terms of the Intercreditor Agreement shall be paid out of amounts allocated to the Companion Loans in accordance with the
expense allocation provision of the Intercreditor Agreement. If such amounts relating to the Non-Trust are insufficient, then any
deficiency shall be paid from amounts on deposit in the Collection Account with respect to the Mortgage Loan; provided that the
Servicer shall, after receiving payment from amounts on deposit in the Collection Account with respect to the Mortgage Loan, if
any, to (i) promptly notify the Companion Loan Holders and (ii) use commercially reasonable efforts to exercise on behalf of the
Trust the rights of the


 



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Trust under the Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable
to the Companion Loans from the Companion Loan Holders.


 


8.4.          Trustee and Certificate Administrator May Own Certificates. The Trustee and the Certificate Administrator in their
individual or any other capacity may become the owner or pledgee of Certificates with the same rights, powers, and privileges as
it would have if it were not the Trustee or the Certificate Administrator.


 


8.5.          Trustee’s and Certificate Administrator’s Fees and Expenses. The Trustee and the Certificate Administrator
shall be entitled to the Trustee Fee and the Certificate Administrator Fee, respectively payable pursuant to Section 3.4(c).
The Certificate Administrator Fee and the Trustee Fee (which shall not be limited to any provision of law in regard to the compensation
of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation,
respectively (unless otherwise set forth herein) for all services rendered by it in the execution of the trust hereby created and
in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. The
Trustee Fee shall be paid monthly by the Certificate Administrator out of amounts received by the Certificate Administrator as
the Certificate Administrator Fee. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance
with any of the provisions of this Agreement (including the fees and expenses of its counsel and of all Persons not regularly in
its employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning
of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct
or bad faith or which is expressly the responsibility of a Certificateholder or Certificateholders hereunder, all of which reimbursements
to be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however, that neither
the Trustee nor the Certificate Administrator shall refuse to perform any of its obligations hereunder solely as a result of the
failure to be paid any fees and expenses so long as (a) payment of such fees and expenses are reasonably assured to it or (b) to
the extent that the Trustee’s obligation hereunder is expressly contingent upon receipt of an indemnity from the Certificateholders,
that it has received that indemnity. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice,
on or prior to each Loan Payment Date, setting forth the actual expenses incurred in connection with the performance of its duties
hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee
nor the Certificate Administrator shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement
in connection with the performance of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly
provided for herein or otherwise permitted hereunder.


 


8.6.          Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a)  Each
of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation, association or trust company organized
and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate
trust powers and to accept the trust conferred under this Agreement, which has, a combined capital and surplus of at least $50,000,000
and (x) a rating on its unsecured long-term debt of at least “A2” by Moody’s, (y) a rating on its unsecured long-term
debt of at


 



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least “A-” by Fitch, and (z) a rating on its unsecured long-term debt obligations of at least “A”
by DBRS (or, if such institution is not rated by DBRS, “A” or higher by any two other NRSROs); provided that
the Trustee is subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Servicer
or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or Special Servicer
pursuant to Section 7.2). If a corporation, association or trust company 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 entity shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator,
as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the
Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified
in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable,
or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the
Trustee or the Certificate Administrator, as applicable, shall cease to be eligible in accordance with the provisions of this Section,
the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified
in Section 8.7.


 


(b)           The Trustee and
the Certificate Administrator shall each obtain and maintain at its own expense, and keep in full force and effect throughout the
term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s or Certificate
Administrator’s, as applicable, directors, officers and employees acting on behalf of the Trustee or the Certificate Administrator,
as applicable, in connection with its activities under this Agreement; provided that such applicable error and omissions insurance
policy must be issued by an insurer with Qualified Insurer Ratings. Such insurance policy shall protect the Trustee and the Certificate
Administrator, as applicable, against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered Persons.
The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory
power over the Trustee or the Certificate Administrator, as applicable. If any such bond or policy ceases to be in effect, the
Trustee or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing,
the Trustee and the Certificate Administrator shall each be entitled to self-insure with respect to such risks so long as the Trustee
or the Certificate Administrator, as applicable, is rated at least “A3” by Moody’s, “A-” by Fitch
and “A(low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by at least two NRSROs (which may
include S&P, Fitch and/or Moody’s).


 


8.7.          Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by (i) giving written notice of resignation
to the Depositor, the Borrowers, the Servicer, the Special Servicer, the Certificate Administrator (in the case of the Trustee),
the Trustee (if other than the Certificate Administrator), the Certificate Registrar (if other than the Certificate Administrator),
the Companion Loan Holders and the 17g-5 Information Provider (who shall promptly post to the 17g-5 Information Provider’s
Website) and by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders and the Companion
Loan Holders at their addresses appearing on the Certificate Register, not less


 



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than 60 days before the date specified in such
notice when, subject to Section 8.8, such resignation is to take effect, and (ii) acceptance by a successor Trustee
or successor Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting
the qualifications set forth in Section 8.6. Upon such notice of resignation, the Depositor shall promptly appoint
a successor Trustee or successor Certificate Administrator, as applicable. If no successor Trustee or successor Certificate Administrator
shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation,
the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment
of a successor Trustee or Certificate Administrator, as applicable.


 


If at any time any of
the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions
of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s
resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator
shall materially default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or
the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of
the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take
charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation then, in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator,
as applicable, and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate,
executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate
Administrator, as applicable, so removed and one copy to the successor Trustee or the Certificate Administrator, as applicable,
or (2) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate
Administrator and the appointment of a successor Trustee or the Certificate Administrator, as applicable. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the Trustee or the Certificate Administrator, as applicable,
which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or the Certificate
Administrator, as applicable as provided in Section 8.8. The successor Trustee or the Certificate Administrator, as
applicable so appointed by such court shall immediately and without further act be superseded by any successor Trustee or the Certificate
Administrator, as applicable appointed by the Certificateholders as provided below within one year from the date of appointment
by such court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding
Certificates, may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate
Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact
duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer,
the Special Servicer and the Borrowers), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed
and one complete set to the successor(s) so appointed; provided, that the costs and expenses associated with such removal
of the Trustee or the Certificate Administrator without cause shall be paid by such Holders. Notice of any removal of the Trustee
or the Certificate Administrator and acceptance of


 



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appointment by the successor Trustee or the Certificate Administrator shall
be given to the Companion Loan Holders and the 17g-5 Information Provider (which shall promptly post the same to the 17g-5 Information
Provider’s Website) by the successor Certificate Administrator. No removal of the Trustee or the Certificate Administrator
shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon), together with any other
amounts owing to the Trustee or the Certificate Administrator, as applicable, have been paid to the Trustee or the Certificate
Administrator, as applicable, in full.


 


Any resignation or removal
of the Trustee or Certificate Administrator and appointment of a successor trustee or successor certificate administrator shall
not become effective until acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable,
as provided in Section 8.8. Upon any resignation or removal of the Certificate Administrator, the Certificate Administrator
shall also resign or be removed as in each of its capacities hereunder (other than in its capacity as Trustee unless such resignation
or removal also applies to the Trustee).


 


8.8.         
Successor Trustee or Successor Certificate Administrator. Any successor Trustee or Certificate Administrator appointed
as provided in Section 8.7 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Special Servicer
and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making
the representations and warranties of the Trustee or Certificate Administrator, as applicable, as provided in Section 2.3
and Section 2.4, respectively, and thereupon the resignation or removal of the predecessor trustee or certificate administrator,
as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further
act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder,
with the like effect as if originally named as trustee or certificate administrator herein. The predecessor certificate administrator
shall deliver or cause to be delivered to the successor Certificate Administrator the Mortgage File and related documents and statements
held by it hereunder, and the Depositor, the Servicer, the Special Servicer and the predecessor trustee or certificate administrator
shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor Trustee or Certificate Administrator all such rights, powers, duties and obligations.


 


No successor Trustee
or Certificate Administrator shall accept appointment as provided in this Section unless at the time of such acceptance such
successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6 and its appointment
shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior
to the resignation or termination of the Trustee or Certificate Administrator).


 


Upon acceptance of appointment
by a successor Trustee or Certificate Administrator as provided in this Section, the successor Trustee or Certificate Administrator
shall mail notice of the succession of such trustee or certificate administrator hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register, the Companion Loan Holders, the Depositor, the Borrowers and the Rating Agencies.


 



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8.9.        
Merger or Consolidation of the Trustee or the Certificate Administrator. Any Person into which the Trustee or the
Certificate Administrator may be merged or converted or with which either may be consolidated or any Person resulting from any
merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor
of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that such Person shall be eligible under
the provisions of Section 8.6, without the execution or filing of any paper or further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.


 


8.10.      
Appointment of Co-Trustee or Separate Trustee. (a)  At any time or times, for the purpose of meeting any
legal requirements of any jurisdiction in which any or any part of the Properties may at the time be located or in which any action
of the Trustee may be required to be performed or taken, the Trustee, the Depositor or the Holders of Certificates evidencing,
in the aggregate, a majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or
them, may appoint one or more individuals or corporations to act as separate trustee or separate trustees or co-trustees, acting
jointly with the Trustee, of all or any part of such Property, to the full extent that local law makes it necessary for such separate
trustee or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee
or co-trustee shall be paid by the Trust Fund pursuant to Section 3.4(c).


 


(b)           The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of
any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such
title, rights or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such
title to the Property or any part thereof, and with such rights, powers, duties and obligations as shall be specified in the instrument
of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by
the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all
the terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are
to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be.
Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its
attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf
and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign
or be removed, the title to any applicable Property and all assets, property, rights, powers, duties and obligations of such separate
trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Trustee, without the appointment of a
successor to such separate trustee or co-trustee unless and until a successor is appointed.


 


(c)           All provisions of this Agreement which are for the benefit of the Trustee and the Certificate Administrator shall extend
to and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10,
and to the Trustee and Certificate Administrator in each capacity that either may assume hereunder, including without limitation,
the Certificate Administrator’s capacity as Certificate Administrator, Custodian, Certificate Registrar, 17g-5 Information
Provider and Authenticating Agent, as applicable.


 



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(d)           Every co-trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee
shall act, subject to the following provisions and conditions: (i) all powers, duties, obligations and rights conferred upon
the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all
other rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed and exercised
or performed by the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed
by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee
shall be exercised hereunder by such co-trustee or separate trustees except jointly with, or with the consent of, the Trustee;
and (iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustees hereunder.


 


If, at any time, the
Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver
all instruments and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the foregoing,
the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or
responsibilities in any way or to any degree.


 


(e)          
Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant
to such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.


 


(f)           
Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall
not exceed those of the Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth
in Section 8.6.


 


(g)           The Certificate Administrator may, at its own expense, appoint one or more custodians (each, a “Custodian”)
to hold all or a portion of the Mortgage File on behalf of the Trustee. Each Custodian shall be a depository institution subject
to supervision by federal or state authority, shall have combined capital and surplus (or shall have its performance guaranteed
by an Affiliate with a combined capital and surplus) of at least $10,000,000, shall have a long-term debt rating of at least “Baa2”
by Moody’s, “BBB” by Fitch and “A” by DBRS or, if such institution is not rated by DBRS, “A”
or higher by any two other NRSROs), or shall be the subject of a Rating Agency Confirmation from each Rating Agency. Each Custodian
shall be qualified to do business in the jurisdiction in which it holds the Mortgage File, shall have in place and maintain a fidelity
bond and errors and omissions policy in form and amount as is customarily required of custodians acting on behalf of and shall
have in place a fidelity bond and errors and omissions policy, each in such form and amount as is customarily required of custodians
acting on behalf of FNMA or FHLMC and shall not be (i) the Depositor or an Affiliate thereof or (ii) a Borrower or any
Borrower Affiliate. Each Custodian shall be subject to the same obligations and standard of care as would be imposed on the Trustee
and the Certificate Administrator hereunder in connection with the retention of Mortgage File directly by the Trustee or the Certificate
Administrator, as applicable. The appointment of one or more Custodians shall not relieve the Certificate Administrator from any
of its duties, liabilities or


 



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obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and
omissions of any Custodian. Promptly upon the appointment (or termination) of any Custodian, the Certificate Administrator shall
notify the Servicer, the Special Servicer, the Trustee and the Depositor of such appointment (or termination). The Certificate
Administrator shall have all of the duties, obligations and liability of the Custodian hereunder and shall perform all of such
duties and obligations in accordance with this Agreement.


 


8.11.      
Appointment of Authenticating Agent. (a)  The Certificate Administrator may appoint an agent or agents
which shall be authorized to act on behalf of the Certificate Administrator to authenticate Certificates (each such agent, an “Authenticating
Agent”), and Certificates so authenticated shall be entitled to the benefits of this Agreement and shall be valid and
obligatory for all purposes as if authenticated by the Certificate Administrator hereunder. Wherever a reference is made in this
Agreement to the authentication and delivery of Certificates by the Certificate Administrator or the Certificate Administrator’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Certificate
Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator
by an Authenticating Agent. Each Authenticating Agent shall, at all times, be a corporation or association organized and doing
business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such law
to act as Authenticating Agent, having a combined capital and surplus of not less than $15,000,000, authorized under such laws
to do trust business and subject to supervision or examination by federal or state authorities. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If, at any time, an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section. The initial Authenticating Agent shall be the Certificate Administrator.


 


(b)           Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding
to the corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such
Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part
of the Certificate Administrator or the Authenticating Agent.


 


(c)           An Authenticating Agent may resign at any time by giving at least 30 days’ advance written notice thereof to the Certificate
Administrator, the Servicer or Special Servicer, as applicable and the Depositor. The Certificate Administrator may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Servicer or
Special Servicer, as applicable and the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in
case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Certificate
Administrator may appoint a successor Authenticating Agent and shall mail written notice of such appointment by first class mail,
postage prepaid to all Certificateholders as


 



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their names and addresses appear in the Certificate Register. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.


 


8.12.       
Indemnification by Trustee and the Certificate Administrator. The Trustee and the Certificate Administrator, as applicable,
severally and not jointly, shall indemnify and hold harmless the Trust, the Servicer, the Special Servicer and the Depositor from
and against any claims, losses, liabilities, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related
costs, judgments and other costs and expenses incurred by the Trust, the Servicer, the Special Servicer or the Depositor, as applicable,
that arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator, as applicable, of its representations
and warranties under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Trustee or the
Certificate Administrator, as applicable, in the performance of its obligations under this Agreement or its negligent disregard
of its obligations and duties under this Agreement.


 


8.13.       
Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information. In connection with any
Distribution Date and a voluntary prepayment or the payment at maturity by the Borrowers of the Mortgage Loan or any portion thereof,
the Certificate Administrator shall report the amount of such prepayment or payment to the Depository based on information received
from the Servicer or Special Servicer in reliance on notices received from the Borrowers. In the event of any inconsistencies in
payments or prepayments made by the Borrowers with the previously delivered notices by the Borrowers, all costs and expenses incurred
as a result of a failure by the Borrowers to make any such payments or prepayment, shall be paid by the Borrowers in accordance
with the Loan Agreement provided that the amount of payment reported to the Depository by the Certificate Administrator
was consistent with the information received from the Servicer or Special Servicer. If the Borrowers fail to do so, such costs
and expenses shall be reimbursed to the Certificate Administrator and to the Servicer or Special Servicer, as applicable, by the
Trust pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Certificate Administrator,
the Servicer nor the Special Servicer shall be liable for any inability or delay of the Depository to make a distribution as a
result of such inconsistencies. Notwithstanding the foregoing, the Certificate Administrator shall notify the Depository on the
Remittance Date or as soon as reasonably possible of any such inconsistencies.


 


8.14.       
Access to Certain Information. (a)  The Certificate Administrator shall afford to any Privileged Person
and to the Office of the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to any documentation
regarding the Mortgage Loan or the other assets of the Trust Fund that are in its possession or within its control (or,
upon request, make copies thereof available to any Privileged Person at the reasonable cost and expense of such Privileged Person).
Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at
the offices of the Certificate Administrator.


 



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(b)          The Certificate Administrator shall make available to Privileged Persons, via the Certificate Administrator’s Website,
the following items (provided that with respect to items not prepared by the Certificate Administrator, the Certificate Administrator
shall make such items available only to the extent it has received such items in a readable, uploadable and unlocked electronic
format (including, HTML, Word, Excel or searchable PDF)):


 


(i)           The
following “deal documents”:


 


(A)          the Offering Circular;


 


(B)          this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any),
the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)          the CREFC® Loan Setup File delivered by the Servicer to the Certificate Administrator;


 


(ii)          The
following “periodic reports”:


 


(A)         
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(a); and


 


(B)         
all CREFC® Reports prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a)
(other than the CREFC® Loan Setup File);


 


(iii)         The
following “additional documents”:


 


(A)          summaries of Final Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;


 


(B)          all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22; and


 


(C)          all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);


 


(iv)         The
following “special notices”:


 


(A)          any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);


 


(B)          any notice of termination of the Servicer or the Special Servicer delivered by the Certificate Administrator pursuant to
Section 7.1(c);


 


(C)          any notice of a Servicer Termination Event or Special Servicer Termination Event delivered by the Certificate Administrator
pursuant to Section 7.1(b);


 



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(D)          any request by the Certificateholders representing at least 25% of the Voting Rights to terminate the Special Servicer pursuant
to Section 7.1(f);


 


(E)          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 8.7, as applicable;


 


(F)         
any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support
its or the Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance,
pursuant to Section 3.23(f);


 


(G)         
any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


 


(H)         
any Assessment of Compliance delivered to the Certificate Administrator;


 


(I)          
any Attestation Reports delivered to the Certificate Administrator;


 


(J)          
any amendment to this Agreement pursuant to Section 12.1(f).


 


(K)         
any amendment to the Intercreditor Agreement;


 


(L)         
[Reserved];


 


(M)        
notice of any request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates to
terminate and replace the Special Servicer;


 


(N)         
the “Investor Q&A Forum” pursuant to Section 4.5(a);


 


(O)         
solely to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b);


 


(P)          
any Tenant Sales Reports relating to the Properties received by the Certificate Administrator pursuant to Section 3.18(a);
and


 


(Q)         
any notice of prepayment from the Borrowers that has been delivered to the Certificate Administrator.


 


In connection with providing,
or causing to be provided, access to or copies of the items described in the preceding paragraph pursuant to this Section 8.14(b),
the Certificate Administrator shall require: (a) in the case of Certificateholders, 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 to its auditors, legal counsel and regulators and to any other Person
that holds or is


 



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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 (b) in
the case of a prospective purchaser of a Certificate or an interest therein or a licensed or registered investment advisor acting
on behalf of such 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.


 


Except as otherwise provided
in this Agreement and subject to Section 6.3(a), the Certificate Administrator shall not be liable for providing or
disseminating information in accordance with the terms of this Agreement. The Certificate Administrator shall not be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 8.14(b) unless such information was produced by the Certificate Administrator. The obligations of the
Certificate Administrator to provide access to those certain documents, information and other items described in this Section 8.14
shall extend only to those such documents, information and other items actually in possession of the Certificate Administrator.
The Certificate Administrator may deny any of the foregoing Privileged Persons access to confidential information with respect
to which the Certificate Administrator is restricted from disclosing by applicable law.


 


(c)           The Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also
make available through its website or otherwise, any CREFC® Reports and any additional information relating to the
Mortgage Loan, the Companion Loans, the Properties or the Borrowers, for review by any Privileged Person, and subject to Section 12.16
and Section 12.17, the Rating Agencies, in each case except to the extent doing so is prohibited by this Agreement,
the Intercreditor Agreement, applicable law or by the Loan Documents. Each of the Servicer and Special Servicer shall be entitled
to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or
(ii) require that the recipient of such information (A) except for the Depositor and the Certificate Administrator, enter
into an Investor Certification or other confidentiality agreement acceptable to the Servicer or Special Servicer, as the case may
be, and (B) acknowledge that the Servicer or the Special Servicer may contemporaneously provide such information to any other
Privileged Person. In addition, to the extent access to such information is provided via the Servicer’s or the Special Servicer’s
website, the Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer
and/or an additional or alternative agreement as to the confidential nature of such information. In connection with providing access
to or copies of the items described in this Section 8.14(c) to current and prospective Certificateholders the form
of confidentiality agreement used by the Servicer or the Special Servicer, as applicable, shall require: (a) 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 (b) in the case of a prospective purchaser of Certificates or interests therein or a licensed or registered
investment


 



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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.


 


Except as otherwise provided
in this Agreement and subject to Section 6.3(a), none of the Trustee, the Servicer or the Special Servicer shall be
liable for the dissemination of information in accordance with this Agreement. None of the Trustee, the Servicer or 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 8.14(c) unless such information was produced by the Trustee, the
Servicer or the Special Servicer, as applicable.


 


9.             CERTAIN MATTERS RELATING TO THE CONTROLLING CLASS REPRESENTATIVE


 


9.1.         
Selection and Removal of the Controlling Class Representative.


 


(a)           The Majority Controlling Class Certificateholders may elect the Controlling Class Representative. There shall be no Controlling
Class Representative on the Closing Date.


 


(b)           The Controlling Class Representative shall be the Controlling Class Representative (or other representative) selected by
the Majority Controlling Class Certificateholders, as determined by the Certificate Registrar from time to time; provided
that (A) if a majority of the Controlling Class, by Certificate Balance in the aggregate, is not directly or indirectly held by
the Guarantor, the Loan Sponsor, the Property Manager, an Affiliate of any of the Guarantor or the Loan Sponsor or the Property
Manager, or a Borrower or Borrower Affiliate, then (i) absent such selection, or (ii) until a Controlling Class Representative
is so selected, or (iii) upon receipt by the Servicer, the Special Servicer, the Certificate Administrator and the Trustee
of notice from the Majority Controlling Class Certificateholders that a Controlling Class Representative is no longer so designated,
the Controlling Class Certificateholder that owns, and is identified (with contact information) to the Servicer, the Special Servicer,
the Certificate Administrator and the Trustee as owning, the largest aggregate Certificate Balance of Certificates of the Controlling
Class shall be the Controlling Class Representative, and (B) if a majority of the Controlling Class by Certificate Balance in the
aggregate, is directly or indirectly held by the Guarantor, the Loan Sponsor, the Property Manager, an Affiliate of any of the
Guarantor or the Loan Sponsor or the Property Manager, or a Borrower or Borrower Affiliate, then there shall be no Controlling
Class Representative and a Subordinate Control Period and a Subordinate Consultation Period shall be deemed not to be in effect
such that no Holder of the Controlling Class shall have any consent of consultation rights with respect to Major Decisions or any
other matter under this Agreement. Each Holder of the Certificates of the Controlling Class shall be entitled to vote in each election
of the Controlling Class Representative; provided that, for the avoidance of doubt, the Controlling Class Representative cannot
be a Property Manager, the Guarantor, the Loan Sponsor, an Affiliate of any of the foregoing, a Borrower, a Borrower Affiliate,
or an agent of any of the foregoing.


 



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(c)           The Majority Controlling Class Certificateholders shall give written notice (which shall be required to include a statement
that each Majority Controlling Class Certificateholder and the Controlling Class Representative is not a Property Manager, the
Guarantor, the Loan Sponsor, an Affiliate of any of the foregoing, a Borrower, a Borrower Affiliate, or an agent of any of the
foregoing) to the Servicer, the Special Servicer, the Certificate Administrator and the Trustee of the appointment of any initial
and any subsequent Controlling Class Representative (in order to receive notices hereunder).


 


(d)           The Controlling Class Representative may be removed at any time by the written vote of the Majority Controlling Class Certificateholders,
and a copy of the results of such vote must be delivered to the Trustee.


 


(e)           Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide
its name and address to the Certificate Administrator and to notify the Certificate Administrator in writing of the transfer of
any Certificate of the Controlling Class, the selection of a Controlling Class Representative or the resignation or removal thereof.
Any Certificateholder or its designee at any time appointed Controlling Class Representative is hereby deemed to have agreed by
virtue of its purchase of a Certificate to notify the Certificate Administrator in writing when such Certificateholder or its designee
is appointed Controlling Class Representative and when it is removed or resigns or if it becomes a Property Manager, the Guarantor,
the Loan Sponsor, an Affiliate of any of the foregoing, a Borrower, a Borrower Affiliate, or an agent of any of the foregoing.
Upon receipt of such notice, the Certificate Administrator shall notify the Special Servicer and the Servicer of the identity of
the Controlling Class Representative and any resignation or removal thereof or if such Person has become a Property Manager, the
Guarantor, the Loan Sponsor, an Affiliate of any of the foregoing, a Borrower, a Borrower Affiliate, or an agent of any of the
foregoing. In addition, upon the request of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall
provide the name of the then-current Controlling Class and a list of the Certificateholders (or Beneficial Owners, if applicable,
at the expense of the requesting party) of the Controlling Class to such requesting party.


 


(f)            Once a Controlling Class Representative has been selected, each of the Depositor, the Servicer, the Special Servicer, the
Certificate Administrator, the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled
to rely on such selection unless the Majority Controlling Class Certificateholders shall have notified each other party to this
Agreement and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Controlling Class Representative
or the selection of a new Controlling Class Representative.


 


(g)           Until it receives written notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent
notification with respect to the identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 


(h)           The Controlling Class Representative shall be responsible for its own expenses.


 



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9.2.          Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders.


 


(a)           The Controlling Class Representative will have no liability to the Trust or Certificateholders for having acted in accordance
with or as permitted by this Agreement.


 


(b)           Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class
Representative and/or any Controlling Class Certificateholder may each have relationships and interests that conflict with those
of Holders of one or more other Classes of Certificates; (ii) the Controlling Class Representative and/or any Controlling
Class Certificateholder may act solely in the interests of the Controlling Class Certificateholders; (iii) the Controlling
Class Representative and the Controlling Class Certificateholders do not have any duties to the Trust or to the Holders of any
Class of Certificates; (iv) the Controlling Class Representative and/or any Controlling Class Certificateholder may take actions
that favor interests of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) neither
the Controlling Class Representative nor the Controlling Class Certificateholders shall have any liability whatsoever to the Trust,
the other parties to this Agreement, the Certificateholders or any other Person (including any Borrower Party) for having acted
in accordance with or as permitted under the terms of this Agreement and the Intercreditor Agreement; and (vi) the Holders
of the Certificates may not take any action whatsoever against the Controlling Class Representative or any Controlling Class Certificateholders
or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result
of the Controlling Class Representative or the Controlling Class Certificateholders having acted in accordance with the terms of
and as permitted under this Agreement.


 


9.3.          Rights and Powers of the Controlling Class Representative.


 


(a)           Notwithstanding anything herein to the contrary, (i) the Servicer shall not be permitted to take any of the actions
constituting a Major Decision unless it has obtained the consent of the Special Servicer (which approval shall be deemed given
if the Special Servicer does not object within fifteen (15) Business Days (or, in the case of a determination of an Acceptable
Insurance Default, ninety (90) days) of receipt of the Servicer’s written analysis and recommendation together with any information
in the possession of the Servicer that is reasonably required to make a decision regarding the subject action) and (ii)  during
any Subordinate Control Period, the Special Servicer shall not be permitted to consent to the Servicer’s taking any of such
actions constituting a Major Decision, nor will the Special Servicer itself be permitted to take any of such actions constituting
a Major Decision, as to which the Controlling Class Representative has objected in writing within ten (10) Business Days (or, in
the case of a determination of an Acceptable Insurance Default, thirty (30) days) after receipt of the written recommendation and
analysis from the Special Servicer, together with any information in the possession of the Special Servicer that is reasonably
necessary to make a decision regarding the subject action (provided that if such written objection has not been received
by the Special Servicer within such ten (10) Business Day (or, in the case of a determination of an Acceptable Insurance Default,
thirty (30) day) period, then the Controlling Class Representative shall be deemed to have approved such action); provided,
that if the Special Servicer or the Servicer (if the Servicer is otherwise authorized by this Agreement to take such


 



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action determines
that immediate action, with respect to a Major Decision, or any other matter requiring consent of the Controlling Class Certificateholder
(or the Controlling Class Representative on its behalf) during any Subordinate Control Period, is necessary to protect the interests
of the Certificateholders, the Special Servicer or Servicer, as applicable, may take any such action without waiting for a response
from the Controlling Class Certificateholder (or the Controlling Class Representative on its behalf) (or, if applicable, the Special
Servicer’s) response; provided, further, that the Special Servicer is not required to obtain the consent of
the Controlling Class Certificateholder (or the Controlling Class Representative on its behalf) for any of the foregoing actions,
during any Subordinate Consultation Period; provided, further, that the Special Servicer shall consult, solely on a non-binding
basis (and consider alternative actions recommended by each such party), during any Subordinate Consultation Period, with the Controlling
Class Certificateholder (or the Controlling Class Representative on its behalf) with respect to any of the Major Decisions contained
in clauses (xi) and (xix) of the definition thereof and any other matter as to which consent of the Controlling Class Certificateholder
(or the Controlling Class Representative on its behalf) would have been required during any Subordinate Control Period.


 


(b)           In addition, during any Subordinate Control Period, subject to this Section 9.3(b) and the immediately following
paragraph, the Controlling Class Certificateholder (or the Controlling Class Representative on its behalf) may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Class Certificateholder
(or the Controlling Class Representative on its behalf) may deem advisable or as to which provision is otherwise made herein. Notwithstanding
anything herein to the contrary, no such direction, and no direction or objection contemplated by the preceding paragraph or any
other provision of this Agreement, may require or cause the Servicer or the Special Servicer to violate any provision of the Loan
Documents, the Intercreditor Agreement, applicable law or this Agreement, including without limitation the Special Servicer’s
obligation to act in accordance with Accepted Servicing Practices, or expose any Certificateholder, the Trust, the Servicer, the
Special Servicer, the Certificate Administrator, the Trustee or their affiliates, officers, directors or agent to any claim, suit
or liability, result in the imposition of a tax upon the Trust or materially expand the scope of the Servicer’s or Special
Servicer’s responsibilities hereunder. Furthermore, in addition to the Controlling Class Certificateholder’s (or the
Controlling Class Representative’s on its behalf) rights of consent and consultation (as applicable) as set forth in Section 9.3(a)
above, it is understood and agreed that to the extent any other provision of this Agreement requires the provision of notice to,
the obtaining of consent of, and/or consultation with, the Controlling Class Certificateholder (or the Controlling Class Representative
on its behalf), or otherwise provides for any right of the Controlling Class Certificateholder (or the Controlling Class Representative
on its behalf) thereunder, then none of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer shall
be entitled to take any action (or omit to take any action) in contravention of the applicable rights of the Controlling Class
Certificateholder (or the Controlling Class Representative on its behalf) contained in such provision; provided, that this
sentence is not intended to in any way (i) expand the rights of the Controlling Class Certificateholder (or the Controlling
Class Representative on its behalf), (ii) limit the application of the immediately preceding sentence, (iii) remove any
limitations on the exercise of such rights set forth in such other provisions, or (iv) require the Certificate Administrator,
the Servicer and/or the Special Servicer to send a notice to, obtain the consent of, or consult with a new Controlling Class Certificateholder
(or the Controlling Class


 



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Representative on its behalf) whose name and contact information have not yet been provided to the Certificate
Administrator, the Servicer and/or the Special Servicer; and provided, further, that if such other provisions are in any
way subject to this Section 9.3, then the exercise of such rights shall be subject to this Section 9.3(b)
and the immediately following paragraph.


 


(c)           If the Special Servicer or Servicer, as applicable, determines that a refusal to consent by the Controlling Class Certificateholder
(or the Controlling Class Representative on its behalf) or any direction or advice from the Controlling Class Certificateholder
(or the Controlling Class Representative on its behalf) would otherwise cause the Special Servicer or the Servicer, as applicable,
to violate the terms of the Loan Documents, the Intercreditor Agreement, applicable law, provisions of the Code (resulting in the
imposition of federal income tax on the Trust or causing either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC under the Code) or this Agreement, including without limitation, Accepted Servicing Practices or materially expand the
scope of the Servicer’s or Special Servicer’s responsibilities under this Agreement, the Special Servicer or Servicer,
as applicable, shall disregard such refusal to consent, direction or advice and notify the Controlling Class Certificateholder
(or the Controlling Class Representative on its behalf), the Certificate Administrator and the 17g-5 Information Provider of its
determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking, any
action by the Servicer or Special Servicer in accordance with the direction of or approval of the Controlling Class Certificateholder
(or the Controlling Class Representative on its behalf) that does not violate the Loan Documents, the Intercreditor Agreement,
any applicable law, provisions of the Code (resulting in the imposition of federal income tax on the Trust or causing either the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code) or violate Accepted Servicing Practices
or any other provisions of this Agreement, shall not result in any liability on the part of the Servicer or the Special Servicer.


 


(d)           At any time other than during a Subordinate Control Period or a Subordinate Consultation Period, the Controlling Class Representative
shall have no consultation rights under this Agreement and shall have no right to receive any notices, reports or information (other
than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Controlling Class
Representative; provided, that the Controlling Class Representative (if and to the extent that it is a Certificateholder)
will maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder under this Agreement.


 


(e)           The Servicer or the Special Servicer, as applicable, shall deliver to the Controlling Class Representative reasonable (as
determined by the Servicer or the Special Servicer, as applicable) prior notice of any final decision with respect to any Major
Decision, together with certain other information obtained or prepared by the Servicer or Special Servicer, as applicable, in connection
with such proposed action. Upon the request of the Controlling Class Representative, the applicable Servicer shall make a knowledgeable
Servicing Officer available by telephone conference during regular business hours to verbally answer questions from the Controlling
Class Representative during such ten (10) Business Day period. The Controlling Class Certificateholder shall be entitled but not
required to participate in any such telephone conference and shall not be required to answer questions. The Servicer or the Special
Servicer, as applicable, shall not be required to accept any advice from the Controlling Class


 



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Representative and shall not take
any action in response to a communication from the Controlling Class Representative unless the Controlling Class Certificateholder
has approved such action or the Servicer or the Special Servicer, as applicable, determines that no other action complies with
the Accepted Servicing Practices.


 


9.4.          Controlling Class Representative Contact with Servicer and Special Servicer.


 


(a)           Upon reasonable request, each of the Servicer and the Special Servicer shall, without charge, make a Servicing Officer available
to answer questions from the Controlling Class Representative (during any Subordinate Control Period and any Subordinate Consultation
Period) regarding the performance and servicing of the Mortgage Loan (or, in the case of the Special Servicer, the Special Servicer’s
operational activities on a platform level basis related to the servicing of the Mortgage Loan after a Special Servicing Loan Event
and the servicing of any Foreclosed Property) for which the Servicer or the Special Servicer, as the case may be, is responsible.


 


(b)           Notwithstanding any provision of this Agreement to the contrary, the failure of the Servicer or the Special Servicer to
disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this
Agreement if the Servicer or the Special Servicer, as applicable, determines, in its reasonable and good faith judgment and consistent
with Accepted Servicing Practices, that such disclosure would constitute a waiver of the attorney-client privilege on behalf of
the Trust or otherwise materially harm the Trust or the Trust Fund.


 


10.           EXCHANGE
ACT REPORTING AND REGULATION AB COMPLIANCE


 


10.1.      
Intent of the Parties; Reasonableness. Except with respect
to Section 10.8, Section 10.9 and Section 10.10, the parties hereto acknowledge and agree that the purpose
of this Article 10 is to facilitate compliance by any Other Depositor subject to Exchange Act reporting requirements with
the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Depositor nor the Certificate
Administrator shall, and no Other Depositor or Other Certificate Administrator may, exercise its right to request delivery of information
or other performance under these provisions other than in reasonable good faith, or (except with respect to Section 10.8,
Section 10.9 or Section 10.10) for purposes other than compliance with the Act, the Exchange Act, the Sarbanes-Oxley
Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations
of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its
staff, or otherwise, and agree to comply with reasonable requests made by the Depositor, the Certificate Administrator, any Other
Depositor or any Other Certificate Administrator in good faith for delivery of information under these provisions on the basis
of such evolving interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and
are not “grandfathered” and do not mandate compliance). In connection with the MSJP 2015-HAUL transaction, each of
the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and
any Other Certificate Administrator, as applicable, to deliver or make available to any such party (including any of their assignees
or designees), any and all


 



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statements, reports, certifications, records and any other information in its possession and necessary
in the reasonable good faith determination of such party to permit any Other Depositor to comply with the provisions of Regulation
AB, together with such disclosure relating to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator,
as applicable, and any Sub-Servicer, or the servicing of the Whole Loan, reasonably believed by the Depositor, the Certificate
Administrator, an Other Depositor or an Other Certificate Administrator, as applicable, 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 10.1, but in any event, shall, upon reasonable advance written request, provide information in sufficient
time to allow any Other Depositor or any Other Certificate Administrator, as applicable, to satisfy any related filing requirements.
For purposes of this Article 10, 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.


 


10.2.       
Information to be Provided by the Servicer, the Special Servicer, any Primary Servicer and the Certificate Administrator.
(a)  For so long as an Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer,
the Special Servicer, the Trustee and the Certificate Administrator shall (and each of the Servicer, the Special Servicer, the
Trustee and the Certificate Administrator, as applicable, shall cause each Sub-Servicer (other than any party to this Agreement)
with which it has entered into a servicing relationship with respect to the Whole Loan after the Closing Date, to) (i) notify each
Other Depositor in writing of (A) any litigation or governmental proceedings pending against such party, or with respect to any
of its property, that, in each such case, would be material to Certificateholders and (B) any affiliations of the type described
in Item 1119 of Regulation AB or relationships of the type described in Item 1119 of Regulation AB that develop following the Closing
Date between the Servicer, the Special Servicer, the Trustee or the Certificate Administrator (or, if applicable, any Sub-Servicer)
(and any other parties identified in writing by the requesting party), on the one hand, and any other such party on the other,
as the case may be, as such affiliation or relationship relates to any Other Securitization Trust, and (ii) provide to each Other
Depositor a description of such legal proceedings, affiliations or relationships, in each case, in a form that would enable such
Other Depositor to satisfy its reporting obligations under Item 1117 or 1119 of Regulation AB, as applicable.


 


(b)            In connection with the succession to the Servicer, the Special Servicer, any Additional Servicer, any Sub-Servicer, the
Certificate Administrator or the Trustee as servicer or trustee under this Agreement by any Person (i) into which the Servicer,
the Special Servicer, any Additional Servicer, any Sub-Servicer, the Certificate Administrator or the Trustee, as the case may
be, may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer, the Special Servicer, any Additional
Servicer, any Sub-Servicer, the Certificate Administrator or the Trustee, as the case may be, the Servicer, the Special Servicer,
any Additional Servicer, any Sub-Servicer, the Certificate Administrator or the Trustee, as the case may be, shall (and each of
the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, shall cause each Additional Servicer
and each Sub-Servicer (other than any party to this Agreement) with which it has entered into a servicing relationship after the
Closing Date with respect to the Whole Loan, to) provide to each Other Depositor, at least fifteen (15) calendar days prior to
the effective date of such succession or appointment, as long as such


 



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disclosure prior to such effective date would not be violative
of any applicable law or confidentiality agreement, otherwise no later than the effective date of such succession or appointment,
(x) written notice to each Other Depositor of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to each Other Depositor, all information reasonably requested by any Other Depositor so that it may comply with its
reporting obligation under Item 6.02 of Form 8-K as it relates to the Servicing Function with respect to any class of certificates
related to an Other Securitization Trust.


 


(c)           With respect to any Companion Loan that is deposited into an Other Securitization Trust, the Servicer, the Special Servicer,
the Trustee and the Certificate Administrator shall, to the extent the out-of-pocket cost thereof (including any reasonable attorney
fees) is paid or caused to be paid by the applicable party set forth below in this Section 10.2(c), take all actions reasonably
requested of it to enable such Other Securitization Trust to comply with Regulation AB. For the avoidance of doubt and without
limiting the foregoing, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall, if requested by
an Other Depositor, provide disclosure (in substantially the same form as the disclosure provided by it in the Offering Circular,
to the extent reasonably necessary to comply with Regulation AB) regarding such party as reasonably and in good faith determined
by an Other Depositor to be required by Regulation AB for inclusion in disclosure documents with respect to such Other Securitization
Trust, together with an opinion of counsel as to the compliance of such disclosure with the requirements of Regulation AB and indemnification
substantially similar to that provided in connection with the offering of the Certificates regarding damages incurred in connection
with the non-compliance with the requirements of Regulation AB relating to the disclosure referred to in this sentence.


 


The out-of-pocket cost
of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf of the Servicer,
the Special Servicer, the Trustee or the Certificate Administrator pursuant to this Section 10.2(c) shall be paid or caused
to be paid (pursuant to a payment arrangement reasonably acceptable to the delivering party and the receiving party) by the applicable
Mortgage Loan Seller that transferred the related Companion Loan to the related Other Depositor for inclusion in such Other Securitization
Trust; provided, that if any such information is provided in connection with the termination, removal, resignation or any other
replacement of the 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
Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, pursuant to this Section 10.2(c)
shall be paid or caused to be paid by the same party or parties required to pay the costs and expenses relating to such termination,
removal, resignation or other replacement pursuant to this Agreement.


 


(d)           If any Person appointed as a subcontractor or agent of the Servicer, the Special Servicer, the Trustee or the Certificate
Administrator (whether appointed directly by such party or by a Sub-Servicer or subcontractor or agent) would be a Servicing Function
Participant, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, shall promptly
following request provide to each Other Depositor and Other Certificate Administrator a written description (in form and substance
satisfactory to each Other Depositor) of the role and function of such Person, which description shall include (i) the identity


 



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of such subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in the assessments of compliance to
be provided by such subcontractor or agent. In addition, if any Sub-Servicer, or any subcontractor or agent described above, would
be a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB, the engagement of such Person in such capacity shall not be effective unless and until five (5) Business
Days have elapsed following the delivery of notice of the proposed engagement and the related agreement to each Other Depositor
and Other Certificate Administrator. Such notice shall contain all information reasonably necessary, and in such form as may be
necessary, to enable each Other Certificate Administrator to accurately and timely report the event under Item 6.02 of Form 8-K
pursuant the related Other Pooling and Servicing Agreement (if such reports under the Exchange Act are required to be filed under
the Exchange Act).


 


(e)           Each of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall (i) terminate, in accordance
with the related sub-servicing agreement, any Sub-Servicer with which it has entered into such sub-servicing agreement, if such
Sub-Servicer is in breach of any of its obligations under such sub-servicing agreement whose purpose is to facilitate compliance
by any Other Depositor with the reporting requirements of the Exchange Act or with the provisions of Regulation AB and the related
rules and regulations of the Commission; and (ii) cause each such sub-servicing agreement to entitle the Depositor or any Other
Depositor to terminate such sub-servicing agreement upon any such breach without the consent of any other Person. The Depositor
and each Other Depositor are hereby authorized to exercise the rights described in the preceding clause (ii) in its sole
discretion.


 


10.3.      
Filing Obligations. The Servicer, the Special Servicer, the Certificate Administrator, the Trustee and each Sub-Servicer
shall (and the Servicer, the Special Servicer, the Certificate Administrator, the Trustee and each Sub-Servicer, as applicable,
shall cause each Sub-Servicer (other than any party to this Agreement) with which it has entered into a servicing relationship
after the Closing Date with respect to the Whole Loan, to) reasonably cooperate with each Other Depositor in connection with the
satisfaction of the related Other Securitization Trust’s reporting requirements under the Exchange Act.


 


10.4.      
Form 10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, within five (5) calendar days after the related Distribution Date, each Person identified on Exhibit O shall
provide (or, with respect to any such Person identified on Exhibit O that is not a party to this Agreement, the applicable
party to this Agreement that engaged such party shall cause such party to provide) to each Other Depositor and Other Certificate
Administrator (a) to the extent known by such Person, the form and substance of any Additional Form 10-D Disclosure as set forth
on Exhibit O, if applicable, and in a form readily convertible to an EDGAR-compatible format (to the extent available to
such party in such format), or in such other form as otherwise agreed by the related Other Depositor, the related Other Certificate
Administrator and such party; provided, that information relating to any REO Account to be reported under Item 8: Other
Information on Exhibit O shall be reported by the Special Servicer to the Servicer within four (4) calendar days after the
related Distribution Date, and (b) an Additional Disclosure Notification. The Certificate Administrator shall provide prompt notice
to each Other Depositor to the extent the Certificate Administrator is notified of an event reportable on Form 10-D for which it
has not received the necessary


 



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Additional Form 10-D Disclosure from such party. The Certificate Administrator shall have no duty
under this Agreement to monitor or enforce the performance by the parties listed on Exhibit O (other than itself and
any such party engaged by it) of their duties under this paragraph or proactively solicit or procure from any such parties any
Additional Form 10-D Disclosure information.


 


10.5.       
Form 10-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, no later than March 7 of each year subsequent to the fiscal year that such Other Securitization Trust is subject
to the Exchange Act reporting requirements, commencing in 2016, each Person identified on Exhibit P shall provide (or, with
respect to any such Person identified on Exhibit P that is not a party to this Agreement, the applicable party to this Agreement
that engaged such party shall cause such party to provide) to each Other Depositor and Other Certificate Administrator (a) to the
extent known by such Person, the form and substance of the corresponding Additional Form 10-K Disclosure as set forth on Exhibit
P, if applicable, and in a form that is readily convertible to an EDGAR-compatible form (to the extent available to such party
in such format), or in such other form as otherwise agreed by the related Other Depositor, the related Other Certificate Administrator
and such party, and (b) an Additional Disclosure Notification. The Certificate Administrator shall, at any time prior to filing
the related Form 10-K, provide prompt notice to each Other Depositor to the extent the Certificate Administrator is notified of
an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from such party. The
Certificate Administrator shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on
Exhibit P (other than itself and any such party engaged by it) of their duties under this paragraph or to proactively solicit
or procure from such parties any Additional Form 10-K Disclosure information.


 


10.6.       
Sarbanes-Oxley Certification. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, each Reporting Servicer shall provide, and each Reporting Servicer shall cause each Servicing Function Participant
(other than any party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect
to the Whole Loan to provide, to each Other Depositor (addressed to the Person who signs the Sarbanes-Oxley Certification with
respect to the related Other Securitization Trust) a performance certification in the form attached as Exhibit S by noon
(New York City time) on March 10th (with no grace period) of each year subsequent to the fiscal year in which the related
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, upon which such 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 and the Other Depositor, the “Certification Parties”) can reasonably rely. If any
Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement
or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a performance certification and a reliance
certificate to the certifying person pursuant to this Section 10.6 with respect to the period of time it was subject to
this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.


 


Each such performance
certification shall include a reasonable reliance provision enabling the related Certification Parties to rely upon each (i) annual
compliance statement (as


 



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applicable) provided pursuant to Section 10.8, (ii) annual report on assessment of compliance with
Servicing Criteria provided pursuant to Section 10.9 and (iii) registered public accounting firm attestation report provided
pursuant to Section 10.10 and shall include a certification that each such annual report on assessment of compliance discloses
any material instances of noncompliance described to the registered public accountants of such Reporting Servicer to enable such
accountants to render the attestation provided for in Section 10.10.


 


10.7.       
Form 8-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, no later than noon (New York City time) on the second (2nd) Business Day after the occurrence of an event
requiring disclosure under Form 8-K (each, a “Reportable Event”) the applicable Person identified on such Exhibit
Q shall provide (or, with respect to any such Person identified on Exhibit Q that is not a party to this Agreement,
the applicable party to this Agreement that engaged such party shall cause such party to provide) to each Other Depositor and Other
Certificate Administrator (a) to the extent known by such Person, the form and substance of the corresponding Form 8-K Disclosure
Information as set forth on Exhibit Q, if applicable, and in a form that is readily convertible to an EDGAR-compatible format
(to the extent available to such party in such format), or in such other form as otherwise agreed by the related Other Depositor,
the related Other Certificate Administrator and such party, and (b) an Additional Disclosure Notification.


 


10.8.       
Annual Compliance Statements. The Servicer, the Special Servicer and, only for so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator (including in its capacity as
Custodian), and, if it has made an Advance during the applicable calendar year, the Trustee (each a “Certifying Servicer”)
shall (and each such party shall cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing
relationship after the Closing Date with respect to the Whole Loan, to) deliver electronically to the Depositor, the Certificate
Administrator (who shall promptly upon receipt post it to the Certificate Administrator’s Website), the 17g-5 Information
Provider (who shall promptly post it to the 17g-5 Information Provider’s Website) and to the Companion Loan Holders (or,
in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor), on or before March
10th with respect to any Certifying Servicer or on or before March 1st with respect to any Additional Servicer
and each Sub-Servicer, or if any such day is not a Business Day, the immediately preceding Business Day (with no cure period),
commencing in March 2016, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying
Servicer’s or Additional Servicer’s, as the case may be, activities during the preceding calendar year or portion thereof
and of such Certifying Servicer’s or Additional Servicer’s, as the case may be, performance under this Agreement, or
the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under
such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer
or Additional Servicer, as the case may be, has fulfilled all its obligations under this Agreement, or the applicable sub-servicing
agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or
portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure
known to such officer and the nature and status thereof. Promptly after receipt of each such Officer’s Certificate, the Depositor
and any Other Depositor 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


 



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by such Certifying Servicer in the fulfillment of any of the Certifying
Servicer’s obligations hereunder, or any failures by an Additional Servicer retained by such Certifying Servicer in the fulfillment
of any of such Additional Servicer’s obligations under the applicable sub-servicing or primary servicing agreement.


 


10.9.       
Annual Reports on Assessment of Compliance with Servicing Criteria. By March 10th of each year, or if
such day is not a Business Day, the immediately preceding Business Day (with no cure period), commencing in March 2016, the Servicer,
the Special Servicer, the Certificate Administrator, including in its capacity as Custodian, (and only for so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act) and, to the extent it is a Servicing Function
Participant, the Trustee (only for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act), each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable, shall cause, by
March 1st (or, if such day is not a Business Day, the immediately succeeding Business Day), each Servicing Function
Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date
with respect to the Whole Loan, to furnish, each at its own expense), to the Depositor, the Trustee, the Certificate Administrator
(who shall promptly upon receipt post it to the Certificate Administrator’s Website), the 17g-5 Information Provider (who
shall promptly post it to the 17g-5 Information Provider’s Website) and to the Companion Loan Holders (or, in the case of
a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor), a report on an assessment of compliance
with the Applicable 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 Applicable
Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Applicable
Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of and
for the period ending the end of the fiscal year, including, if there has been any material instance of noncompliance with the
Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a
registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance
with the Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.9
shall be provided via the Certificate Administrator’s Website to all Privileged Persons by the Certificate Administrator.


 


No later than ten (10)
Business Days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer, and the Trustee (if applicable)
shall each forward to the Certificate Administrator, the Depositor and each Companion Loan Holder, and the Certificate Administrator
and the Depositor shall each forward to each Mortgage Loan Seller, each Other Depositor and each Other Certificate Administrator,
the name and address of each Additional Servicer and each Servicing Function Participant engaged by it and (other than with respect
to a notice to any Mortgage Loan Seller) what Applicable Servicing Criteria will be addressed in the report on assessment of compliance
prepared by such Additional Servicer or Servicing Function Participant. When the Servicer, the Special Servicer, the Trustee (if
applicable) and each Sub-Servicer submit their respective assessments by March 1st (or the immediately succeeding Business
Day, if applicable) or March 10th, as applicable, as set forth in the preceding paragraph, each such party shall also
at such time include, in its submission the assessment (and attestation


 



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pursuant to Section 10.10) of each Servicing Function
Participant engaged by it. Not later than the end of each fiscal year for which any Other Securitization Trust is required to file
a Form 10-K and upon written request, the Certificate Administrator shall provide to each Mortgage Loan Seller written notice of
any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement.


 


Promptly after receipt
of each such report on assessment of compliance, (i) the Depositor and any Other Depositor shall have the right to review each
such report and, if applicable, consult with the Servicer, the Special Servicer, the Certificate Administrator, the Trustee (if
applicable) and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Applicable
Servicing Criteria by the Servicer, the Special Servicer, the Certificate Administrator, the Trustee (if applicable) or any Servicing
Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments taken individually
address the Applicable Servicing Criteria for each party as set forth on Exhibit L and notify the Depositor and each Other
Depositor of any exceptions. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any
applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the
reports and statements pursuant to this Section 10.9 (coupled with an attestation statement pursuant to Section 10.10)
with respect to the period of time it was subject to this Agreement or the applicable sub-servicing agreement or primary servicing
agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Applicable Servicing
Criteria reported on an assessment of compliance pursuant to this Section 10.9 by the Servicer, the Special Servicer, the
Certificate Administrator or the Trustee shall not, as a result of being so reported, in and of itself, constitute a breach of
such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement.


 


10.10.     
Annual Independent Public Accountants’ Servicing Report. By March 10th of each year, or if such
day is not a Business Day, the immediately preceding Business Day (with no cure period), commencing in March 2016, the Servicer,
the Special Servicer, the Certificate Administrator, including in its capacity as Custodian, (and only for so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act) and, to the extent it is a Servicing Function
Participant, the Trustee (only for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act), each at its own expense, shall cause (and each of the preceding parties, shall cause, by March 1st (or, if such
day is not a Business Day, the immediately succeeding Business Day), each Servicing Function Participant (other than a party to
this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Whole Loan,
to cause, each at its own expense) a registered public accounting firm (which may also render other services to the Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, such Sub-Servicer or such other Servicing Function Participant, as
the case may be) that is a member of the American Institute of Certified Public Accountants to furnish electronically a report
to the Depositor, the Trustee, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator’s
Website), the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website) and to
the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other
Depositor), to the effect that (i) it has obtained a representation regarding certain matters from the management


 



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of such Reporting
Servicer, which includes an assessment from such Reporting Servicer of its compliance with the Applicable Servicing Criteria, and
(ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted
by the PCAOB, it is expressing an opinion as to whether such Reporting Servicer’s compliance with the Applicable 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 Applicable 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. Each accountant’s attestation report
required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and
the Exchange Act. Such report must be available for general use and not contain restricted use language. Copies of all statements
delivered pursuant to this Section 10.10 shall be made available to any Privileged Person by the Certificate Administrator
posting such statement to the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


Promptly after receipt
of such report from the Servicer, the Special Servicer, the Certificate Administrator or the Trustee (if applicable) (or any Sub-Servicer
or Servicing Function Participant with which the Servicer, the Special Servicer, the Certificate Administrator or the Trustee (if
applicable) has entered into a servicing relationship after the Closing Date with respect to the Whole Loan (other than a party
to this Agreement)), (i) the Depositor and each Other Depositor shall have the right to review the report and, if applicable, consult
with the Servicer, the Special Servicer, the Certificate Administrator, the Trustee (if applicable), any Sub-Servicer or any such
Servicing Function Participant as to the nature of any material instance of noncompliance by the Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or any such Servicing Function Participant with the Servicing Criteria applicable to
such Person, and (ii) the Certificate Administrator shall confirm that each assessment submitted pursuant to Section 10.9
is coupled with an attestation meeting the requirements of this Section and notify the Depositor and each Other Depositor of any
exceptions.


 


10.11.     
Indemnification. Each of the Servicer, the Special Servicer, the Trustee and the Certificate Administrator (each
an “Indemnifying Party”) shall indemnify and hold harmless each Certification Party, their respective directors
and officers, and each other person who controls any such entity within the meaning of either Section 15 of the Act or Section
20 of the Exchange Act (each a “Certification Indemnitee”), against any and all expenses, losses, claims, damages
and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement
of any claim or litigation arising out of or based upon: (i) the failure of any Indemnifying Party to perform its obligations under
this Article 10 (including, without limitation, the failure of any information provided pursuant to Section 10.2(c)
to comply with the requirements of the items of Regulation AB applicable to such Indemnifying Party); (ii) the failure of any Servicing
Function Participant or Additional Servicer retained by it to perform its obligations to the Depositor, the Certificate Administrator,
any Other Depositor or any Other Certificate Administrator under this Article 10 by the time required after giving effect
to any applicable grace period and cure period; (iii) any untrue statement or alleged untrue statement of a material fact contained
in any information (x) regarding the Indemnifying Party or any Servicing Function Participant, Additional Servicer or subcontractor
engaged by it, (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


 



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on behalf of such Indemnifying Party in connection with the performance of such Indemnifying Party’s
obligations described in this Article 10, or the omission or alleged omission to state in any such information a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
that such Indemnifying Party shall be entitled to participate in any action arising out of the foregoing and the Depositor shall
consult with such Indemnifying Party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing
and any potential settlement terms related thereto; (iv) negligence, bad faith or willful misconduct on the part of the Indemnifying
Party in the performance of such obligations; or (v) any Deficient Exchange Act Deliverable with respect to such Indemnifying
Party.


 


In addition, each of
the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function
Participant and Sub-Servicer retained by it to cooperate under the applicable subservicing agreement) with the Depositor and any
Other Depositor as necessary for the Depositor or such Other 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 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 or any Other Depositor from the Commission regarding information (x) delivered by the Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, a Servicing Function Participant or a Sub-Servicer, as applicable (“Affected
Reporting Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or
any registered public accounting firm, attorney or other agent retained by such party to prepare such information, which information
is contained in a report (an “ARP Report”) filed by the Depositor or an Other Depositor under the Reporting
Requirements and which comments are received subsequent to the Depositor’s or Other Depositor’s, as applicable, filing
of such report, the Depositor or the Other Depositor, as applicable, 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 or Other Depositor’s, as applicable, response
to the Commission, unless such Affected Reporting Party elects, with the consent of the Depositor or Other Depositor, as applicable
(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, that if an Affected Reporting Party is a Servicing Function
Participant or Sub-Servicer retained by the Servicer or the Special Servicer, as applicable, the Servicer or the Special Servicer,
as applicable, shall require the Servicing Function Participant or Sub-Servicer to provide it with, and the Servicer or the Special
Servicer, as applicable, shall be entitled to receive, copies of all material communications pursuant to this paragraph. If such
election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution
with the Commission in a timely manner; provided, that (i) such Affected Reporting Party shall use reasonable efforts to
keep the Depositor or Other Depositor, as applicable, informed of its progress with the Commission and copy the Depositor or Other
Depositor, as applicable, on all correspondence with the Commission and provide the Depositor or Other Depositor, as applicable,
with the opportunity to participate (at the Depositor’s or Other Depositor’s, as


 






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applicable, expense) in any telephone
conferences and meetings with the Commission and (ii) the Depositor or Other Depositor, as applicable, shall cooperate with such
Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate
directly with the Commission with respect to any comments from the Commission relating to such Affected Reporting Party and to
notify the Commission of such authorization. The Depositor or Other Depositor, as applicable, and such Affected Reporting Party
shall cooperate and coordinate with one another with respect to any requests made to the Commission for extension of time for submitting
a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or Other Depositor
(including reasonable legal fees and expenses of outside counsel to such party) in connection with the circumstances described
in the first sentence of this paragraph (other than those costs and expenses required to be at the Depositor’s or Other Depositor’s
expense as set forth above) and any amendments to any ARP Reports filed with the Commission therewith shall be promptly paid by
the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or Other Depositor, as applicable.
Each of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall use commercially reasonable efforts
to cause any Servicing Function Participant or Sub-Servicer retained by it to comply with the foregoing by inclusion of similar
provisions in the related sub-servicing or similar agreement.


 


The Servicer, the Special
Servicer, the Certificate Administrator and the Trustee shall cause each Additional Servicer (other than a party to this Agreement)
with which it has entered into a servicing relationship after the Closing Date with respect to the Whole 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 or primary servicing agreement, as applicable, (ii) negligence, bad
faith or willful misconduct on its part in the performance of such obligations thereunder or (iii) any Deficient Exchange Act Deliverable
with respect to such Additional Servicer.


 


If the
indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the
Servicer, the Special Servicer, the Trustee and the Certificate Administrator, each Additional Servicer or other Servicing
Function Participant (the “Performing Party”) shall (and the Servicer, the Special Servicer, the
Certificate Administrator and the Trustee shall cause each Additional Servicer or other Servicing Function Participant with
which it has entered into a servicing relationship after the Closing Date with respect to the Whole Loan (other than a party
to this Agreement), to) contribute to the amount paid or payable to the Certification Party as a result of the losses,
claims, damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault
of the Certification Party on the one hand and the Performing Party on the other in connection with a breach of the
Performing Party’s obligations pursuant to this Article 10 (or breach of its representations or obligations
under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or
annual servicing criteria compliance reports or attestation reports or otherwise comply with the requirements of this Article
10) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith. The Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall cause each Additional Servicer or


 






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Servicing
Function Participant with which it has entered into a servicing relationship after the Closing Date with respect to the Whole
Loan (other than a party to this Agreement), to agree to the foregoing indemnification and contribution obligations.


 


Promptly after receipt
by the Certification Party of notice of the commencement of any action, such Certification Party shall, if a claim in respect thereof
is to be made against an Indemnifying Party hereunder, notify in writing the Indemnifying Party of the commencement thereof; but
the omission to so notify the Indemnifying Party shall not relieve it from any liability which it may have to the Certification
Party under this Agreement except to the extent that such omission to notify materially prejudices the Indemnifying Party. In case
any such action is brought against the Certification Party, after the Indemnifying Party has been notified of the commencement
of such action, such Indemnifying Party shall be entitled to participate therein (at its own expense) and shall be entitled to
assume the defense thereof (jointly with any other Indemnifying Party similarly notified) with counsel reasonably satisfactory
to the Certification Party (which approval shall not be unreasonably withheld or delayed), and after notice from the Indemnifying
Party to the Certification Party of its election to so assume the defense thereof, the Indemnifying Party shall not be liable to
the Certification Party for any expenses subsequently incurred in connection with the defense thereof other than reasonable costs
of investigation. In any such proceeding, the Certification Party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of the Certification Party unless (i) the Indemnifying Party and the Certification
Party shall have agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded
parties and, in the case of an investigation by the Commission, any parties that are, or whose reporting materials are, the subject
of such investigation) include both the Indemnifying Party and the Certification Party and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the Indemnifying Party
fails within a reasonable period of time to designate counsel that is reasonably satisfactory to the Certification Party (which
approval shall not be unreasonably withheld or delayed). In no event shall the Indemnifying Parties be liable for fees and expenses
of more than one counsel (in addition to any local counsel) in any one jurisdiction separate from their own counsel for the Certification
Party in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the
same general allegations or circumstances. An Indemnifying Party shall not be liable for any settlement of any proceeding effected
without its written consent. However, if settled with such consent, the Indemnifying Party shall indemnify the Certification Party
from and against any loss or liability by reason of such settlement to the extent that the Indemnifying Party is otherwise required
to do so under this Agreement. If an Indemnifying Party assumes the defense of any proceeding, it shall be entitled to settle such
proceeding with the consent of the Certification Party (which consent shall not be unreasonably withheld or delayed) or, if such
settlement (i) provides for an unconditional release of the Certification Party in connection with all matters relating to the
proceeding that have been asserted against the Certification Party in such proceeding by the other parties to such settlement and
(ii) does not require an admission of fault by the Certification Party, without the consent of the Certification Party.


 


10.12.    Amendments.
This Article 10, Exhibit L, Exhibit O, Exhibit P and Exhibit Q may be amended by the
written consent of all of the parties hereto and, if any such amendment to Exhibit L, Exhibit O, Exhibit
P or Exhibit Q adds additional reporting obligations for a


 






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Mortgage Loan Seller, with the consent of the related
Mortgage Loan Seller, pursuant to Section 12.1 (without, in each case, any Opinions of Counsel,
Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder, notwithstanding anything
to the contrary contained in this Agreement) for purposes of complying with Regulation AB or an Other Securitization
Trust’s Exchange Act reporting obligations.


 


10.13.    
Significant Obligors. If an Other Depositor has notified the Servicer in writing that the Properties constituted
a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
that includes such Companion Loan, the Servicer shall, if the Servicer is in receipt of (i) the updated financial statements of
such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year),
beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or (ii) the updated financial
statements of such “significant obligor” for any calendar year, beginning with the calendar year following such notice
from the Other Depositor, deliver to the Other Depositor and Other Trustee, on or prior to 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
Servicer in accordance with CREFC® guidelines or (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 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 Servicer shall notify the Other Depositor with respect to such Other Securitization
Trust (or the Servicer shall cause a Sub-Servicer to notify such Other Depositor) that it has not received them. The Servicer shall
use efforts consistent with the Accepted Servicing Practices (taking into account, in addition, the ongoing reporting obligations
of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the Borrowers under the related
Loan Documents.


 


The 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 related
Other Depositor and Other Certificate Administrator. This Officer’s Certificate should be addressed to such Other Certificate


 






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Administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


10.14.   
Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan. Any other provision
of this Article 10 to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth
in this Article 10, in connection with the requirements contained in this Article 10 that provide for the delivery
of information and other items to, and the cooperation with, an Other Depositor of any Other Securitization Trust, no party hereunder
shall be obligated to provide any such items to or cooperate with such Other Depositor (i) until the Other Depositor has provided
each party hereto with not less than 10 Business Days’ (or such shorter period as required for such Other Depositor to comply
with related filing obligations, provided that (a) such Other Depositor 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 12.4 of this Agreement and (b) such period shall not be less than 3 Business Days’) written notice (which shall
only be required to be delivered once), except as regards the deliveries and cooperation contemplated by Section 10.8,
Section 10.9 and Section 10.10 of this Agreement, stating that (i) such Other Securitization Trust is subject to
Regulation AB and that the Other Securitization Trust is subject to Exchange Act reporting, and (ii) specifying in reasonable detail
the information and other items not otherwise specified in this Agreement that are requested to be delivered; provided that if
Exchange Act reporting is being requested. Any reasonable cost and expense of the Depositor, Servicer, Special Servicer, Trustee
and Certificate Administrator in cooperating with such Other Depositor (above and beyond their expressed duties hereunder) shall
be the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall have the right to confirm
in good faith with such Other Depositor as to whether applicable law requires the delivery of the items identified in this Article
10 to such Other Depositor prior to providing any of the reports or other information required to be delivered under this Article
10 in connection therewith and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth
in this Article 10 with respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties
shall not be required to deliver such items; provided that no such confirmation will be required in connection with any delivery
of the items contemplated by Section 10.8, Section 10.9 and Section 10.10 of this Agreement. Such confirmation
shall be deemed given if the related Other Depositor provides a written statement to the effect that the Other Securitization Trust
is subject to the reporting requirements of the Exchange Act and the appropriate party hereto receives such written statement.
The parties hereunder shall also have the right to require that such Other Depositor provide them with the contact details of such
Other Depositor and any other parties to the related Other Pooling and Servicing Agreement.


 


11.             
Termination.


 


11.1.   
   Termination.


 


(a)        
 The respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created hereby (other than the obligation to make certain payments to the Companion
Loan Holders, other than the obligation of the Certificate Administrator to make certain payments to Certificateholders
after


 






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the final Distribution Date and
other than the indemnification rights and obligations of the parties hereto) shall terminate upon the last action required to be
taken by the Certificate Administrator on the final Distribution Date pursuant to this Article 11 following the later
of (i) the final payment on the Certificates or (ii) the liquidation of the Mortgage Loan (including, without limitation,
the sale of the Mortgage Loan pursuant to this Agreement, as applicable) or the liquidation or abandonment of the Properties and
all other Collateral for the Mortgage Loan; provided, however, that in no event shall the Trust continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James’s, living on the date hereof.


 


(b)          On the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a Person other
than the Certificateholders, shall be applied generally as described in Section 4.1.


 


(c)          Notice
of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for
payment of the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to
Certificateholders mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of
the Certificates shall be made upon presentation and surrender of Certificates at the office or agency of the Certificate
Administrator therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Certificate Administrator therein specified.


 


11.2.       Additional
Termination Requirements.


 


In connection with any
termination pursuant to Section 11.1 other than final payment on the Mortgage Loan, the Trust Fund shall be terminated
in accordance with the following additional requirements, unless the Certificate Administrator and the Trustee have obtained at
the expense of the Trust Fund, an Opinion of Counsel that any other manner of terminating either the Lower-Tier REMIC or the Upper-Tier
REMIC will not subject the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC to federal income tax:


 


(i)            Within
89 days prior to the final Distribution Date, the Certificate Administrator shall designate the first day of the 90-day liquidation
period of the Lower-Tier REMIC and the Upper-Tier REMIC which shall be specified in a notice from the Certificate Administrator
to the Certificateholders as soon as practicable prior to such final Distribution Date, and shall specify such date in the final
tax return of each such REMIC;


 


(ii)       
  At or after the time of adoption of such plan of complete liquidation and at or prior to the final scheduled Distribution
Date, the Servicer shall sell any remaining assets (other than cash) of the Trust Fund and credit the proceeds thereof to the
Trust Fund; and


 






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(iii)         At
or after such time as the proceeds from the disposition of the remaining assets of the Trust Fund shall have been credited to
the Trust Fund, the Certificate Administrator shall cause all remaining amounts held (A) as part of the Lower-Tier REMIC
to be distributed to the Trustee as holder of the Uncertificated Lower-Tier Interests and to the Holders of the Class R Certificates
(in respect of the Class LT-R Interest) in accordance with Section 4.1(b) and (B) as part of the Upper-Tier REMIC
to be distributed to the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R Interest)
in accordance with Section 4.1(a), Section 4.1(b) and Section 4.1(g).


 


11.3.        Trusts
Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.


 


		12.	MISCELLANEOUS PROVISIONS



 


12.1.  
    Amendment. (a)  This Agreement may be amended from time to time by the
parties hereto, without the consent of any of the Certificateholders or the Companion Loan Holders:


 


(i)         
  to correct any inconsistency, defect or ambiguity in this Agreement or to correct any manifest error in any
provision of this Agreement;


 


(ii)        
  to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements
made in the Offering Circular with respect to the Certificates, the Trust or this Agreement to correct or supplement any of its
provisions which may be inconsistent with any other provisions in this Agreement, or to correct any error;


 


(iii)    
     to change the timing and/or nature of deposits in the Collection Account, the Distribution
Account or the Foreclosed Property Account, provided that (A) the Remittance Date may in no event be later than the
Business Day prior to the related Distribution Date and (B) (1) the change would not adversely affect in any material
respect the interests of any Certificateholder, as evidenced by an Opinion of Counsel (at the expense of the party requesting
the amendment or at the expense of the Trust Fund if the requesting party is the Trustee or the Certificate Administrator) or
(2) a Rating Agency Confirmation is obtained (at the expense of the party requesting the amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Certificate Administrator);


 


(iv)          to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of the Lower-Tier
REMIC and the Upper-Tier REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize the risk of
imposition of any tax on the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim against the Lower-Tier REMIC or the
Upper-Tier REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the
expense of the party requesting the amendment or at the expense of the Trust Fund if the requesting party is the Trustee or the
Certificate Administrator) to the


 






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effect
that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of imposition
of any such tax and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates;


 


(v)       
  to modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with
respect to) the transfer of the Class R Certificates; provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided,
further, that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)   
     to make any other provisions with respect to matters or questions arising under this Agreement
or any other change, provided that the required action will not adversely affect in any material respect the interests
of any Certificateholder not consenting to such amendment, as evidenced by (a) an Opinion of Counsel (at the expense of the
party requesting the amendment or at the expense of the Trust Fund if the Trustee or the Certificate Administrator is the requesting
party) and (b) a Rating Agency Confirmation (at the expense of the party requesting the amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Certificate Administrator); provided, that any amendment
pursuant to this clause (vi) that would adversely affect the rights of the Controlling Class or the Controlling Class Representative
shall be subject to the consent of such affected party, parties or Certificateholders, as applicable;


 


(vii)  
     to amend or supplement any provision of this Agreement to the extent necessary to maintain the
then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation
(at the expense of the party requesting the amendment or at the expense of the Trust Fund if the requesting party is the
Trustee or the Certificate Administrator); provided, that any amendment pursuant to this clause (vii) that would adversely
affect the rights of the Controlling Class or the Controlling Class Certificateholder (or the Controlling Class Representative
on its behalf) shall be subject to the consent of such affected party, parties or Certificateholders, as applicable;


 


(viii)     
 to modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (A) the
Depositor, the Servicer, the Certificate Administrator and the Trustee, determine that the commercial mortgage-backed securities
industry standard for such provisions has changed, in order to conform to such industry standard, (B) such modification does
not adversely affect the status of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, as evidenced by an Opinion of Counsel
(at the expense of the party requesting the amendment or at the expense of the Trust Fund if the requesting party is the Trustee
or the Certificate Administrator), (C) a Rating Agency Confirmation is obtained from each Rating Agency (at the expense of
the party requesting the amendment or at the expense of the Trust Fund if the requesting party is the Trustee or the Certificate
Administrator), and (D) during any Subordinate Control Period, the Controlling Class Representative consents to such modification;


 






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(ix)         
to modify the procedures set forth in this Agreement relating to compliance with Exchange Act Rule 17g-5, Rule 15Ga-1 or
Rule 15Ga-2; and


 


(x)           pursuant to, and in accordance with, Article 10 of this Agreement.


 


(b)           This
Agreement may also be amended by the parties to this Agreement with the consent of the Holders of Certificates of each Class adversely
affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests constituting the
Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of the Certificates, except that the amendment may not (1) reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan or the Companion Loans that are required
to be distributed on any Certificate or the Companion Loans, respectively; (2) alter in any manner the liens on any Collateral
securing payments of the Mortgage Loan, (3) alter the obligations of the Servicer or the Trustee to make an Advance or alter
Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders or
the Companion Loan Holders that are required to consent to any action or inaction under this Agreement; or (5) amend this
Section 12.1.


 


(c)          
Notwithstanding the foregoing, no amendment to this Agreement may be made that (i) would cause the Lower-Tier REMIC or
the Upper-Tier REMIC to fail to qualify as a REMIC for federal income tax purposes (as may be evidenced by an Opinion of Counsel),
(ii) changes in any manner the obligations of a Mortgage Loan Seller under its respective Mortgage Loan Purchase Agreement without
the consent of the related Mortgage Loan Seller, and the Trustee, Certificate Administrator, Servicer or Special Servicer may,
but will not be obligated to, enter into any amendment to this Agreement that it determines affects its rights, duties or immunities
or creates any additional liability for the Trustee, Certificate Administrator, Servicer or Special Servicer under this Agreement
or (iii) impairs the rights of a Companion Loan Holder under this Agreement without the consent of such Companion Loan Holder.


 


(d)           It shall not be necessary for the consent of Certificateholders under this Section 12.1 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(e)          
Notwithstanding the foregoing, (i) no amendment may be made to this Agreement unless the Trustee, the Certificate Administrator,
the Servicer, and the Special Servicer have first received an Opinion of Counsel (at the expense of the party requesting the amendment,
or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting party) to the effect that
the amendment is authorized or permitted under this Agreement and all conditions precedent have been met and that the amendment
or the exercise of any power granted to the Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee
or any other specified Person in accordance with the amendment, will not result in the imposition of a tax on any portion of the
Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 






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(f)           Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of such
amendment on the Certificate Administrator’s Website and furnish written notification of the substance of such amendment
to each Certificateholder, the Depositor, the Servicer, the Special Servicer, the Initial Purchasers, the Borrowers, the Companion
Loan Holders and the 17g-5 Information Provider (who shall promptly post to the 17g-5 Information Provider’s Website).


 


(g)          In the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 12.1
shall be effected with the consent of the Trustee, the Certificate Administrator, the Servicer, and the Special Servicer, as applicable,
and, to the extent required by this Section 12.1, the required Certificateholders and/or Companion Loan Holder, as
applicable.


 


(h)          Unless otherwise specified in Section 12.1(a), the costs and expenses associated with any such amendment, including
without limitation, Opinions of Counsel and a Rating Agency Confirmations, shall be borne by the party requesting such amendment
(or, if such amendment is required by any of the Rating Agencies to maintain the rating issued by it or requested by the Trustee
or the Certificate Administrator for any purpose described in Section 12.1(a) (which do not modify or otherwise relate
solely to the obligations, duties or rights of the Trustee or the Certificate Administrator), then at the expense of the Depositor
and, if neither the Depositor nor any successor thereto is in existence, the Trust Fund).


 


(i)           No amendment to this Agreement that is materially adverse to the interests of any Initial Purchaser, or of the Companion
Loan Holders shall be effected unless such Initial Purchaser or the Companion Loan Holders, as the case may be, provides written
consent to such amendment. In addition, no amendment to this Agreement that increases the obligations or impairs the rights of
any Mortgage Loan Seller shall be effected unless such Mortgage Loan Seller provides written consent to such amendment.


 


12.2.      
Recordation of Agreement; Counterparts. (a)  This Agreement or an abstract hereof, if acceptable by the
applicable recording office, is subject to recordation in all appropriate public offices for real property records in the county
in which any Property subject to the Mortgages is situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Trustee or the Certificate Administrator at the expense of the Trust upon its receipt of
an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders
of the Trust.


 


(b)         
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of
this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


12.3.     
Governing Law; Submission to Jurisdiction. THIS AGREEMENT AND Any claim,
controversy or dispute arising under or related to this


 






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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.


 


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY
SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE
OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


12.4.    
Notices. 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 any Class of Certificates held in registered, definitive form shall be deemed to
have been given upon being sent by first class mail, postage prepaid) as follows:


 


If to the Depositor, to:



Morgan Stanley Capital I Inc.

1585 Broadway

New York, New York 10036

Attention: Stephen Holmes


 


with a copy to:



Morgan Stanley Capital I Inc.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 






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If to the Servicer, to:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSJP 2015-HAUL Asset Manager

Facsimile number: (704) 715-0036


 


and with respect to any notice relating
to Rating Agency requests:



RAInvRequests@wellsfargo.com


 


and with respect to any notice relating
to investor requests:



REAM_InvestorRelations@wellsfargo.com


 


with a copy to:



Wells Fargo Bank, National Association

Legal Department

301 South College Street

Charlotte, North Carolina 28202-0166

Attention: Commercial Mortgage Servicing Legal Support

Facsimile number: (704) 383-0353

Reference: MSJP 2015-HAUL Mortgage Trust


 


with a copy to:


 


K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street 28202

Attention: Stacy G. Ackermann


 


If to the Special Servicer, to:


 


Wells
Fargo Bank, National Association

Commercial Mortgage Special Servicing

MAC D1086

550 South Tryon Street

Charlotte, North Carolina 28202

Attention: MSJP 2015-HAUL

                   Special Servicing – Daniel Marthinsen

Facsimile number: (704) 715-0055


 






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with a copy to:



Wells Fargo Bank, National Association

Legal Department

301 South College Street

Charlotte, North Carolina 28202-0166

Attention: Commercial Mortgage Servicing Legal Support

Facsimile number: (704) 383-0353

Reference: MSJP 2015-HAUL Mortgage Trust


 


with a copy to:


 


K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street 28202

Attention: Stacy G. Ackermann


 


If to the Trustee or the Certificate
Administrator, to:


 


U.S. Bank National Association

190 South LaSalle Street, 7th Floor

MK-IL-SL7C

Chicago, Illinois 60603

Attention: MSJP 2015-HAUL

Facsimile number: (866) 807-8670


 


If to MSMCH, to:



Morgan Stanley Mortgage Capital Holdings LLC

1585 Broadway

New York, New York 10036

Attention: Stephen Holmes


 


with a copy to:



Morgan Stanley Mortgage Capital Holdings LLC

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


If to JPMCB, to:


 






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JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh and Bianca A. Russo, Esq., Managing Director & Associate General Counsel

Telecopy: (917) 464-6116


 


If to any Certificateholder,
to:



the address set forth in the Certificate Register,


 


If to the Borrowers:



at the respective addresses therefor set forth in the Loan Agreement


 


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.


 


12.5.   
  Notices to the Rating Agencies. None of the Servicer, the Special Servicer, the Trustee or the
Certificate Administrator shall provide any information regarding the Trust Fund to the Rating Agencies upon receipt of a
request by the Rating Agencies therefor but shall, upon receipt of a reasonable request for information pertaining to this
transaction, to the extent such party has or can obtain such information without unreasonable effort or expense, provide such
information to the Depositor in accordance with the procedures set forth in Sections 12.16 and 12.17; provided,
that the Depositor shall not disclose which Rating Agency has requested such information. Notwithstanding the foregoing, the
failure to deliver such information shall not constitute a Servicer Termination Event or Special 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.


 






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Any notices to the Rating Agencies
shall be sent to the following addresses:



Moody’s Investors Services, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 553-0300



Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Michael Giordanella

Facsimile No.: (212) 635-0295

Email: britt.johnson@fitchratings.com



DBRS, Inc.

333 West Wacker Dr., Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com


 


12.6.    
 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then, 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.


 


12.7.     
Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representative or heirs to claim an
accounting or to take any action or to commence any proceeding in any court for a petition 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,
solely by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein) or in any manner
otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third party by
reason of any action by the parties to this Agreement pursuant to any provision hereof.


 


No Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provisions of
this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee and the Certificate Administrator a


 






    	-214-



    	 



    

 


written notice of a Servicer
Termination Event or Special Servicer Termination Event, as the case may be, and of the continuance thereof, as herein before provided,
and unless the Holders of Certificates aggregating not less than 25% of the Voting Rights of the Certificates shall also have made
written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by
each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have
any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder except as provided herein with respect to entitlement to payments or to enforce any right under this Agreement,
except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.


 


12.8.     
Certificates Nonassessable and Fully Paid. The Certificateholders shall not be personally liable for obligations
of the Trust Fund, the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever,
and the Certificates, upon due authentication thereof by the Certificate Administrator pursuant to this Agreement, are and shall
be deemed fully paid.


 


12.9.     
Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents,
waivers and modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial
statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic,
microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in evidence.


 


12.10.    
No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between
the parties hereto.


 


12.11.   
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 Trustee and the Certificate Administrator and, where required, to the Depositor, the Servicer, or the Special Servicer.
Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient


 






    	-215-



    	 



    

 


for any purpose of this
Agreement and conclusive in favor of the Certificate Administrator, the Trustee, the Depositor, the Servicer, and the Special Servicer
if made in the manner provided in this Section.


 


(b)        
The fact and date of the execution of any Certificateholder of any such instrument or writing may be proved in any reasonable
manner which the Trustee or the Certificate Administrator 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 Trustee, the Certificate Administrator, the Depositor, the Servicer, or the Special
Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)        
The Trustee and the Certificate Administrator may require additional proof of any matter referred to in this Section as
it shall deem reasonably necessary.


 


12.12.   
Successors and Assigns. The rights and obligations of any party hereto shall not be assigned (except pursuant to
Sections 6.2, 6.4, 8.7 or 8.9 hereof) by such party without the prior written consent of the other
parties hereto. This Agreement shall inure to the benefit of and be binding upon the Depositor, the Servicer, the Special Servicer,
the Certificate Administrator and the Trustee and their respective permitted successors and assigns. No Person other than a party
to this Agreement, the Initial Purchasers and 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 agree that (i)
each Companion Loan Holder shall be a third party beneficiary to this Agreement with respect to the rights afforded it under this
Agreement, (ii) each Other Depositor and Other Exchange Act Reporting Party shall be a third party beneficiary of this Agreement
with respect to all rights of cooperation, compensation and reimbursement afforded to it hereunder, including, without limitation
under Section 3.4, Section 3.24 and Article 10, and (iii) state that no Borrower, property manager or other
party to the Mortgage Loan is an intended third-party beneficiary of this Agreement (provided that the Borrowers shall be
entitled to notices to the extent expressly provided herein).


 


12.13.  
Acceptance by Authenticating Agent, Certificate Registrar. The Certificate Administrator hereby accepts its appointment
as Authenticating Agent and Certificate Registrar and agrees to perform the obligations required to be performed by it in each
such capacity pursuant to the terms of this Agreement.


 


12.14.   
Streit Act. Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k
or Article 4-A of the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those
conferred or imposed by this Agreement; provided, however, that to the extent that such Section 126 and/or 130-k
shall not have any effect, and if said Section 126 and/or Section 130-k should at any time be repealed or cease to apply
to this Agreement or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k shall
cease to have any further effect upon the provisions of


 






    	-216-



    	 



    

 


this Agreement. In a case of a conflict between the provisions of this
Agreement and any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of said
Article 4-A shall prevail, provided that if said Article 4-A shall not apply to this Agreement, should at any
time be repealed, or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory provisions
of such Article 4-A shall cease to have any further effect upon the provisions of this Agreement.


 


12.15.   
Assumption by Trust of Duties and Obligations of the Mortgage Loan Sellers Under the Loan Documents. The Trustee
on behalf of the Trust as assignee of the Mortgage Loan and the Certificate Administrator, the Servicer and Special Servicer hereby
acknowledge that the Trust assumes all of the rights and obligations of the Mortgage Loan Sellers as lender under the Loan Documents
and agrees to be bound thereby, and in accordance with the terms thereof. Such acknowledgement on behalf of the Trust is made by
the Trustee in the exercise of the powers and authority conferred and vested in it and is intended for the purpose of binding only
the Trust. Nothing contained in this Section shall be construed as creating any liability on the part of the Trustee, individually
or personally, it being agreed that all liabilities and obligations being acknowledged as assumed are solely those of the Trust,
and under no circumstances shall the Trustee be liable personally for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under this Agreement, any Loan Document or any related document.


 


12.16.    Notice
to the 17g-5 Information Provider and Each Rating Agency. (a)  The Certificate Administrator shall promptly
furnish to the 17g-5 Information Provider by electronic delivery each of the following of which a Responsible Officer of the
Certificate Administrator has actual knowledge, and the 17g-5 Information Provider shall promptly upload such notice or
information to the 17g-5 Information Provider’s Website (but in no event later than five (5) Business Days after
receipt thereof):


 


(i)           
any material change or amendment to this Agreement, the Mortgage Loan Purchase Agreements, the Loan Agreement or the Intercreditor
Agreement;


 


(ii)          
notice of the merger, consolidation, resignation or termination of the Servicer, Special Servicer, the Certificate Administrator
or the Trustee;


 


(iii)         
notice of the repurchase of, or substitution of, the Mortgage Loan pursuant to Sections 2.2 and 2.7;


 


(iv)         
the final payment to any Class of Certificateholders;


 


(v)   
       any change in the location of any Reserve Account or the Distribution Account;


 


(vi)   
      any change in the lien priority of the Mortgage Loan; and


 


(vii) 
       each Distribution Date Statement described in Section 4.4(a).


 


(b)           The Servicer or the Special Servicer shall promptly furnish to the 17g-5
Information Provider by electronic delivery copies of the following (to the extent not already


 



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delivered or made available
pursuant to the terms of this Agreement), and the 17g-5 Information Provider shall promptly upload such documents to the
17g-5 Information Provider’s Website within five (5) Business Days, and after the Servicer or the Special Servicer, as
applicable, receives written notification from the 17g-5 Information Provider (which may be in the form of email) that the
17g-5 Information Provider has uploaded such documents to the 17g-5 Information Provider’s Website, the Servicer or the
Special Servicer, as applicable, may provide such documents to the Rating Agencies:


 


(i)            each
of its annual statements as to compliance described in Section 10.9;


 


(ii)          
each of its annual independent public accountants’ servicing reports described in Section 10.10;


 


(iii)          a
copy of each operating and other financial statements or occupancy report to the extent such information is required to be delivered
under the Mortgage Loan and to the extent such information is collected by the Servicer or the Special Servicer pursuant to this
Agreement;


 


(iv)        
 each inspection report prepared in connection with any inspection conducted pursuant to Section 3.22;
and


 


(v)           each
Appraisal obtained pursuant to Section 3.7.


 


12.17.    
Exchange Act Rule 17g-5 Procedures. (a)  Except as otherwise expressly and specifically provided in Section 12.16
of this Agreement or Section 12.17 of this Agreement or otherwise in this Agreement or as required by law, none of
the Depositor, the Servicer, the Special Servicer or the Trustee shall provide any information relevant to the Rating Agencies’
surveillance of the Certificates or the Mortgage Loan directly to, or communicate with, either orally or in writing, any Rating
Agency regarding the Certificates or the Mortgage Loan, including, but not limited to, providing responses to inquiries from a
Rating Agency regarding the Certificates or the Mortgage Loan relevant to such Rating Agency’s surveillance of the Certificates.
To the extent that a Rating Agency makes an inquiry or initiates communications with any such party regarding the Certificates
or the Mortgage Loan relevant to such Rating Agency’s surveillance of the Certificates, all responses to such inquiries or
communications from such Rating Agency shall be made in writing by the responding party and delivered to the 17g-5 Information
Provider electronically as provided in Section 12.17(g), which written response the 17g-5 Information Provider shall
post to the 17g-5 Information Provider’s Website within two (2) Business Days of receipt.


 


(b)          To
the extent that any party to this Agreement is required to provide any information to, or communicate with, any Rating
Agency in accordance with its obligations under this Agreement or applicable law, such party shall provide such information
or communication to the 17g-5 Information Provider electronically as provided in Section 12.17(g), and the 17g-5
Information Provider shall upload such information or communication to the 17g-5 Information Provider’s Website within
two (2) Business Days of receipt. The 17g-5 Information Provider shall notify each other party to this Agreement in writing
of any change in the identity or contact information of the 17g-5 Information Provider. Any Rating Agency


 






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Confirmation
request shall be made in accordance with Section 3.26. In connection with the delivery by the Servicer or Special
Servicer to the 17g-5 Information Provider of any information, report, notice or document for posting to the 17g-5
Information Provider’s Website, the 17g-5 Information Provider shall notify (which may include automatically generated
electronic notifications) the Servicer or Special Servicer when such information, report, notice or document has been posted.
The 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 17g-5
Information Provider’s Website and (b) after 12:00 p.m. (New York time) on the first Business Day following the date
the Servicer or the Special Servicer, as applicable, has provided such information, report, notice or other document to the
17g-5 Information Provider. If the Servicer, Special Servicer, Certificate Administrator or the Trustee, as applicable,
requests a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation pursuant to the provisions of Section
3.26 of this Agreement, the applicable party making such request shall provide the Rating Agencies with written notice
(an email shall be sufficient as a writing) of such request following the earlier of (a) receipt of notice that the
related request for the Rating Agency Confirmation or Companion Loan Rating Agency Confirmation has been posted to the 17g-5
Information Provider’s Website and (b) two (2) Business Days following delivery to the 17g-5 Information Provider.


 


(c)         
Each 17g-5 Indemnifying Party hereby expressly agrees to indemnify and hold harmless the Depositor, the Mortgage Loan Sellers,
the Initial Purchasers and their respective Affiliates, directors, officers, employees, members, managers and agents, and the Trust
(each, for purposes of this Section 12.17(c), a “17g-5 Indemnified Party”), from and against any
and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including
reasonable legal fees and expenses), to which any such 17g-5 Indemnified Party may become subject, under the Act, the Exchange
Act, by contract or otherwise, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines,
forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon (i) such 17g-5
Indemnifying Party’s breach of Section 12.17(a), Section 12.17(b), Section 12.17(f) or
Section 3.26 or any other provision of this Agreement relating to the delivery of any information or communication
for posting on, or the posting of any information or communication to, the 17g-5 Information Provider’s Website, or (ii) if
the 17g-5 Indemnifying Party is the 17g-5 Information Provider, any negligence, willful misconduct or bad faith on its part in
connection with establishing, posting information and communications to, granting access to, and otherwise performing its obligations
and duties hereunder with respect to, the 17g-5 Information Provider’s Website, or (iii) a determination by any Rating
Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act
Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by, or any negligence, willful misconduct
or bad faith referred to in clause (ii) above on the part of, the applicable 17g-5 Indemnifying Party, and will reimburse such
17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified Party in connection with
investigating or defending any such action or claim, as such expenses are incurred.


 






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(d)     
    None of the Depositor, the Mortgage Loan Sellers, the Servicer, the Special Servicer or the Trustee (if
it is not also the 17g-5 Information Provider) shall have any liability for (i) the 17g-5 Information Provider’s
failure to post information provided by the Depositor, the Servicer, the Special Servicer or the Trustee (if it is not also
the 17g-5 Information Provider) in accordance with the terms of this Agreement, or (ii) any malfunction or disabling of
the 17g-5 Information Provider’s Website.


 


(e)          The
Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted to (but not obligated to)
orally communicate with the Rating Agencies provided that such party summarizes the information provided to the Rating
Agencies in such communication and provides the 17g-5 Information Provider with such summary in accordance with the
procedures set forth in Section 12.16(g) on the same day such communication takes place; provided that the summary of such
oral communications shall not be attributed to the Rating Agency the communication was with. The 17g-5 Information Provider
shall post such summary on the 17g-5 Information Provider’s website in accordance with the procedures set forth in
Section 12.16(g). None of the foregoing restrictions in this Section 12.17 prohibit or restrict oral or written
communications, or providing information, between the Servicer or the Special Servicer, on the one hand, and any Rating
Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the
Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Servicer or the Special
Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating
Agency’s evaluation of the Servicer’s or the Special Servicer’s, as applicable, servicing operations in
general; provided that the Servicer or the Special Servicer, as applicable, shall not provide any information relating
to the Certificates or the Mortgage Loan to such Rating Agency in connection with such review and evaluation by such
Rating Agency unless (x) Borrowers, 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 Servicer or the Special Servicer, as applicable, has in fact provided such information to
such Rating Agency in accordance with Section 12.17(b); or (z) the Rating Agency has confirmed in writing to the
Servicer or the Special Servicer, as applicable, that it will not use such information in undertaking credit rating
surveillance for any Class of Certificates (and the party providing such information to a Rating Agency shall, upon request,
certify to the Depositor that it received the confirmation described in this clause (z) or provide the Depositor with a copy
of such confirmation from the applicable Rating Agency).


 


(f)      
   The 17g-5 Information Provider shall, at all times that any Certificates are outstanding and rated by a
Rating Agency, maintain the 17g-5 Information Provider’s Website, and grant access thereto to the Rating Agencies and
the other NRSROs, in accordance with this Agreement.


 


(g)    
     The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website and
make available solely to the Rating Agencies and other NRSROs the following items, to the extent such items are delivered to
it in an electronic document format suitable for website posting (and the parties required to deliver the following
information to the 17g-5 Information Provider agree to do so) via electronic mail at 17g5informationprovider@usbank.com,
specifically with a subject reference of “MSJP 2015-HAUL” and an identification of the type of information being
provided in the body of such


 






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electronic mail; or via any alternative electronic mail address following notice to the parties
hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or
beneficial:


 


(i)
           any and all
notices or items delivered to it pursuant to Section 12.16;


 


(ii)          
any requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.26;
and


 


(iii)          any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement, including pursuant to Section 12.17(a)
and Section 12.17(b).


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt provided that such information is received by 2:00 p.m. (eastern time) or, if received
after 2:00 p.m., on the next Business Day by 2:00 p.m. (eastern 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. 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 17g-5 Information
Provider has 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 M hereto (which certification may be submitted
electronically via the 17g-5 Information Provider’s Website). Access will be provided by the 17g-5 Information Provider,
on a best efforts basis, on the same Business Day if such Exhibit M is submitted prior to 2:00 p.m. on such Business Day,
or, if such Exhibit M is 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 (866) 252-4360 or 17g5informationprovider@usbank.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, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 12.17 (which may include pre-closing materials). In no event
shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such
additional information.


 


The 17g-5 Information
Provider shall provide a mechanism to notify each Rating Agency or other NRSRO each time the 17g-5 Information Provider posts an
additional document to the 17g-5 Information Provider’s Website.


 


The 17g-5 Information
Provider shall make available, only to the Rating Agencies and 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


 






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Information
Provider’s Website, where Rating Agencies and NRSROs may (i) submit
questions to the Certificate Administrator relating to the Distribution Date Statement, or submit questions to the Servicer
or the Special Servicer, as applicable, relating to the reports being prepared by such parties, the Whole Loan or the Properties
(each such submission, a “Rating Agency Inquiry”),
(ii) view Rating Agency Inquiries that have been previously submitted and answered, together with the answers thereto and (iii)
submit requests for loan-level reports and information. Upon receipt of a Rating Agency Inquiry for the Certificate Administrator,
the Servicer or the Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the Certificate
Administrator, the Servicer or the Special Servicer, as applicable, in each case within a commercially reasonable period following
receipt thereof. Following receipt of a Rating Agency Inquiry or request relating to the subject matters described in clauses (i)
or (iii) above, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, unless it determines not to
answer such Rating Agency Inquiry as provided below, shall reply to the Rating Agency Inquiry, which reply of the Certificate Administrator,
the Servicer or the Special Servicer shall be by email to the 17g-5 Information Provider. The 17g-5 Information Provider shall
post (within a commercially reasonable period following preparation or receipt of such answer, as the case may be) such Rating
Agency Inquiry and the related answer (or reports, as applicable) to the 17g-5 Information Provider’s Website. Any report
posted by the 17g-5 Information Provider in response to a request may be posted on a page accessible by a link on the 17g-5 Information
Provider’s Website. If the Certificate Administrator, the Servicer or the Special Servicer determines, in its respective
sole discretion, that (i) the Rating Agency Inquiry is beyond the scope outlined above, (ii) answering any Rating Agency Inquiry
would be in violation of applicable law, the Accepted Servicing Practices, this Agreement or the applicable Loan Documents, (iii)
answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the
disclosure of attorney work product or is not otherwise advisable to answer or (iv)(A) answering any Rating Agency Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Servicer
or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Servicer or the Special Servicer, as applicable,
determines in accordance with the Accepted Servicing Practices (or in good faith, in the case of the Certificate Administrator)
that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity
as Certificate Administrator, Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer
such Rating Agency Inquiry and, in the case of the Certificate Administrator, Servicer or the Special Servicer, shall promptly
notify the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such Rating Agency Inquiry on the Rating Agency
Q&A Forum and Document Request Tool together with a statement that such Rating Agency 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 Initial Purchasers, the Servicer, the Special Servicer, 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 Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions,
answers and other communications between the 17g-5


 






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Information Provider and any Person which are not submitted via the 17g-5 Information
Provider’s Website.


 


In connection with providing
access to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider may require registration and the acceptance
of a disclaimer. The 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the
terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made
available, and assumes no responsibility for such information. The 17g-5 Information Provider shall not be liable for its failure
to make any information available to the Rating Agencies or other NRSROs unless such information was delivered to the 17g-5 Information
Provider at the email address set forth herein, with a subject heading of “MSJP 2015-HAUL” and sufficient detail to
indicate that such information is required to be posted on the 17g-5 Information Provider’s Website.


 


(h)         
The costs and expenses of compliance with this Section by any party hereto shall not be expenses of the Trust Fund.


 


(i)          
The 17g-5 Information Provider shall not be obligated to determine whether any information submitted or delivered to it
constitutes Privileged Information, and shall not have any liability for posting to the 17g-5 Information Provider’s Website
any Privileged Information received from a third party in accordance with this Agreement, unless such Privileged Information is
clearly identified as such to the 17g-5 Information Provider upon delivery thereto. The Servicer and the Special Servicer shall
not deliver any Privileged Information to the 17g-5 Information Provider.


 


13.             
REMIC ADMINISTRATION


 


13.1.      REMIC
Administration. (a)  The parties intend that each of the Lower-Tier REMIC and the Upper-Tier REMIC shall constitute,
and that the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify it as, a REMIC,
and the provisions hereof shall be interpreted consistently with this intention.


 


(b)         The
Certificate Administrator shall make or cause to be made an election on behalf of each of the Lower-Tier REMIC and the
Upper-Tier REMIC to treat the segregated pool of assets constituting such REMIC as a REMIC under the Code. Each such election
shall be made on IRS Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last
day of the calendar year in which the Certificates are issued.


 


(c)       
 The Closing Date is hereby designated as the “Startup Day” of each of the Lower-Tier REMIC and the Upper-Tier
REMIC within the meaning of Section 860G(a)(9) of the Code. The “latest possible maturity date” of the Certificates
and the Uncertificated Lower-Tier Interests for the purposes of Section 860G(a)(1) of the Code is the Rated Final Distribution
Date.


 


(d)         
The Certificate Administrator shall prepare or cause to be prepared, and file or cause to be filed with the IRS, on behalf
of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an application for a taxpayer identification number for such REMIC on
IRS Form SS-4 or obtain such number by other permissible means. Within thirty days of the Closing


 






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Date, the Certificate Administrator
shall furnish or cause to be furnished to the Internal Revenue Service, on IRS Form 8811 or as otherwise may be required by the
Code, the name, title and address of the Persons that Holders of the Certificates may contact for tax information relating thereto
(and the Certificate Administrator shall act as the representative of each of the Lower-Tier REMIC and 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 Certificate Administrator and necessary to make such filing).


 


(e) 
        The Certificate Administrator shall pay without any right of reimbursement the
ordinary and usual expenses in connection with the preparation, filing and mailing of tax information reports and returns
that are incurred by it in the ordinary course of its business, but extraordinary or unusual expenses, costs or liabilities
incurred in connection with its tax-related duties under this Agreement, including without limitation any expenses, costs or
liabilities associated with audits or any administrative or judicial proceedings with respect to the Lower-Tier REMIC or the
Upper-Tier REMIC that involve the IRS or state tax authorities, shall be reimbursable from the Trust Fund.


 


(f)   
      The Certificate Administrator shall prepare, or cause to be prepared, timely furnish or
cause to be furnished to the Trustee to sign (and the Trustee shall timely sign), and the Certificate Administrator shall
timely file or cause to be timely filed all federal, state and local income or franchise or other tax and information returns
for each of the Lower-Tier REMIC and the Upper-Tier REMIC as the direct representative for such REMIC. Except as provided in Section 13.1(e),
the expenses of preparing and filing such returns shall be borne by the Certificate Administrator. The Depositor shall
provide on a timely basis to the Certificate Administrator or its designee such information with respect to each of the
Lower-Tier REMIC and the Upper-Tier REMIC as is in its possession, and is reasonably requested by the Certificate
Administrator to enable it to perform its obligations under this subsection (f), and the Certificate Administrator
shall be entitled to rely on such information in the performance of its obligations hereunder.


 


(g)   
     The Certificate Administrator shall perform on behalf of each of the Lower-Tier REMIC and the
Upper-Tier REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the
REMIC Provisions, or other compliance guidance issued by the IRS or any state or local taxing authority. Among its other
duties, the Certificate Administrator shall provide (i) to the IRS or other Persons (including, but not limited to, the
transferor of a Class R Certificate to a Disqualified Organization or to an agent that has acquired a Class R
Certificate on behalf of a Disqualified Organization) such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Disqualified Organization and (ii) to the
Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Depositor shall provide
on a timely basis (and in no event later than 30 days after the Certificate Administrator’s request) to the Certificate
Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in
its possession and is reasonably requested in writing by the Certificate Administrator to enable it to perform
its obligations under this subsection (g).


 






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(h)     
   The Holder of the Class R Certificates holding the largest Percentage Interest therein shall be the
Tax Matters Person of the Upper-Tier REMIC and the Lower-Tier REMIC, pursuant to Treasury Regulations
Section 1.860F-4(d). The duties of the Tax Matters Persons for the Upper-Tier REMIC and the Lower-Tier REMIC are hereby
delegated to the Certificate Administrator as agent for the related Tax Matters Person, and the Class R
Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves and all successor holders
of such Class R Certificates, to such delegation to the Certificate Administrator as its agent and attorney in fact.


 


(i)       
   The Trustee, the Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the
Special Servicer shall perform their obligations under this Agreement and the REMIC Provisions in a manner consistent with
the status of each of the Lower-Tier REMIC and the Upper-Tier REMIC as a REMIC.


 


(j)           The Trustee, the Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer
shall not take any action or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to take any action, within their respective
control and the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could reasonably
be expected to (i) endanger the status of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (ii) unless
permitted under Section 13.2(a), result in the imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier
REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the
tax on prohibited contributions as defined in Section 860G(d) of the Code) (any such result in clause (i) or (ii),
an “Adverse REMIC Event”) unless (A) the Trustee, the Certificate Administrator and the Servicer have received
a Nondisqualification Opinion (at the expense of the party seeking to take such action or of the Trust Fund if taken for the benefit
of the Certificateholders) with respect to such action or (B) the Trustee, the Certificate Administrator and the Servicer
have received an opinion (at the expense of the party seeking to take such action or of the Trust Fund if taken for the benefit
of the Certificateholders) to the effect that such action will not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC and that no tax will actually be imposed.


 


(k)        
Any and all federal, state and local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC or its assets or transactions,
including, without limitation, “prohibited transaction” taxes as defined in Section 860F of the Code, and any
tax on contributions imposed by Section 860G(d) of the Code, shall be paid from the Collection Account; provided that
the Servicer, upon two (2) days prior written notice, shall remit from the Collection Account to the Certificate Administrator
the amount of any such tax that the Certificate Administrator notifies the Servicer is due; provided, further, that
if such taxes shall have been imposed on account of the willful misconduct, bad faith or negligence of any party hereto, or in
connection with the breach of any representation or warranty made by any party hereto in this Agreement, then such taxes shall
be paid by such party.


 


(l)    
     The Certificate Administrator shall, for federal income tax purposes, maintain books and records
with respect to the Lower-Tier REMIC and the Upper-Tier REMIC on a calendar year and on an accrual basis. Notwithstanding
anything to the contrary contained herein or in the Loan Documents (but subject to Section 1.3), all amounts
collected on the


 






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Mortgage Loan shall, for federal income tax purposes, be allocated first to interest due and payable on the
Mortgage Loan (including interest on overdue interest) other than Default Interest. The books and records must be sufficient
concerning the nature and amount of the investments of the Lower-Tier REMIC and the Upper-Tier REMIC to show that such REMIC
has complied with the REMIC Provisions.


 


(m)         None of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement
by which either the Lower-Tier REMIC or the Upper-Tier REMIC will receive a fee or other compensation for services.


 


(n)        
In order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide,
or cause to be provided, to the Certificate Administrator within 10 days after the Closing Date, all information or data that the
Certificate Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates,
including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Certificates
and the Class R Certificates, as applicable, and the projected cash flows on the Mortgage Loan. Thereafter, the Depositor,
the Servicer and the Special Servicer shall provide to the Certificate Administrator, promptly upon request therefor, any such
additional information or data that the Certificate Administrator may, from time to time, reasonably request in order to enable
the Certificate Administrator to perform its duties as set forth herein. The Certificate Administrator is hereby directed to use
any and all such information or data provided by the Depositor, the Servicer and the Special Servicer in the preparation of all
federal, state or local income, franchise or other tax and information returns and reports for each of the Lower-Tier REMIC and
the Upper-Tier REMIC to Certificateholders as required herein. The Depositor hereby indemnifies the Certificate Administrator for
any losses, liabilities, damages, claims or expenses of the Certificate Administrator arising from any errors or miscalculations
of the Certificate Administrator pursuant to this Section 13.1 that result from any failure of the Depositor to provide,
or to cause to be provided, accurate information or data to the Certificate Administrator (but not resulting from the methodology
employed by the Certificate Administrator) on a timely basis and such indemnifications shall survive the termination of this Agreement
and the termination of the Certificate Administrator.


 


The Certificate Administrator
agrees that all such information or data so obtained by it shall be regarded as confidential information and agrees that it shall
use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain
in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all of such information or data,
or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally available to the public (other than as a result
of a breach of this Section 13.1) or is required by law or applicable regulations to be disclosed.


 


The Certificate Administrator
shall be responsible for obtaining a tax identification number for any REMIC specified herein, and 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-


 






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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.


 


13.2.       Foreclosed
Property. (a)  The parties hereto acknowledge and understand that if the Trust Fund were to acquire any
Property as Foreclosed Property and were to own and operate that Property in a manner consistent with the manner in which the
Properties are currently owned and operated by the Borrowers, through a Successor Manager, some portion or all of the income
derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure
property” for purposes of Section 860G(c) of the Code and subject to tax at the highest corporate income tax
rate.


 


In determining whether
to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trust Fund hereunder, shall take these
circumstances into account and shall only acquire any such Foreclosed Property if it determines, in its reasonable judgment (after,
consultation with counsel, at the expense of the Trust Fund), that either (i) there is a commercially feasible alternative
method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from
Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust Fund, after
taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, will exceed the
likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the
Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trust Fund,
if the Manager would not be considered an Independent Contractor, shall either renegotiate the Management Agreement or replace
the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so that the Foreclosed
Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable efforts, the
Special Servicer determines that it is in the best interests of Certificateholders on a net after-tax basis to operate the Foreclosed
Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net
income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained
such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be
paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient,
from the Collection Account pursuant to Section 3.4(c)(x).


 


Without limiting the
generality of the foregoing, the Special Servicer shall not, to the extent within its power:


 


(i)           
permit the Trust Fund to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new
lease by its terms will give rise to any income that does not constitute Rents from Real Property;


 


(ii)          
permit any amount to be received or accrued under any new lease other than amounts that will constitute Rents from Real
Property;


 


(iii)         
authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement
thereon, and then only if more


 






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than
ten percent of the construction of such building or other improvements was completed before default on the Mortgage Loan became
imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)
        Directly Operate, other
than through an Independent Contractor, or allow any other Person to Directly Operate, other than through the Manager or an Independent
Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date.


 


(b)         
The Special Servicer, acting on behalf of the Trust Fund hereunder, shall make reasonable efforts to sell the Foreclosed
Property for its fair market value in accordance with Section 3.16. In any event, however, the Special Servicer, acting
on behalf of the Trust Fund hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later
than the close of the third calendar year following the year in which the Acquisition Date occurs unless the Special Servicer,
on behalf of the Trust Fund, has received (or has not been denied) an extension of time (an “Extension”) by
the Internal Revenue Service to sell such Foreclosed Property or an opinion of counsel to the effect that the holding by the Trust
Fund of the Foreclosed Property for an additional specified period will neither result in the imposition of taxes on “prohibited
transactions” of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, in which event such period shall be extended
by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust Fund.
If the Special Servicer, on behalf of the Trust Fund, has received (or has not been denied) such Extension, then the Special Servicer,
acting on behalf of the Trust Fund hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value
for such longer period as such Extension permits (the “Extended Period”). If the Special Servicer, acting on
behalf of the Trust Fund, has not received such an Extension and the Special Servicer, acting on behalf of the Trust Fund hereunder,
is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trust
Fund hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trust Fund hereunder, is unable
to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above-referenced
period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest bidder (which may be the Special
Servicer) in accordance with Accepted Servicing Practices.


 


(c)         
 Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator
and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property
was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the
gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to
the disposition date, and (v) such other information as the Certificate Administrator or the Trustee may reasonably request.


 


13.3.  
    Prohibited Transactions and Activities. The Special Servicer, on behalf of the Trust Fund, shall
not permit the sale or disposition of the Mortgage Loan at a time when the Mortgage Loan is not the subject of a breach of a
representation or is not in default or default with respect thereto is not reasonably foreseeable (except in a disposition
pursuant to (i) the


 






    	-228-



    	 



    

 


bankruptcy or insolvency of the Lower-Tier REMIC or (ii) the termination of the Lower-Tier
REMIC in a “qualified liquidation” as defined in Section 860F(a)(4) of the Code), nor acquire any assets for
either the Lower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments
in the Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation
for services, nor accept any contributions to either the Lower-Tier REMIC or the Upper-Tier REMIC (other than a cash
contribution during the three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at
the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution
or acceptance will not (a) affect adversely the status of either the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or of the Certificates as representing regular interests therein, (b) affect the distribution of interest or
principal on the Regular Certificates, (c) result in the encumbrance of the assets transferred or assigned to either the
Lower-Tier REMIC or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement), or (d) cause either the
Lower-Tier REMIC or the Upper-Tier REMIC to be subject to a tax on “prohibited transactions” or
“prohibited contributions” pursuant to the REMIC Provisions.


 


13.4.      Indemnification with Respect to Certain Taxes and Loss of REMIC Status. (a)  If either the Lower-Tier REMIC
or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a
result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct,
bad faith or negligent performance by the Trustee or the Certificate Administrator of its duties and obligations specifically set
forth herein, or by reason of the Trustee’s or the Certificate Administrator’s negligent disregard of its obligations
and duties thereunder, the Trustee or the Certificate Administrator shall indemnify the Trust against any and all losses, claims,
damages, liabilities or expenses (“Losses”) resulting therefrom; provided, however, that the Trustee
or the Certificate Administrator shall not be liable for any such Losses attributable to the action or inaction of the Servicer,
the Special Servicer, the Depositor, or the Holders of the Class R Certificates nor for any such Losses resulting from misinformation
provided by the Holders of the Class R Certificates, the Servicer, the Special Servicer, or the Depositor, on which the Trustee
or the Certificate Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of
successor Holders of the Class R Certificates at law or in equity.


 


If either the Lower-Tier
REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax
as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct,
bad faith or negligent performance of the Servicer or the Special Servicer in the performance of its duties and obligations set
forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard of its obligations and duties
thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust against any and all losses resulting
therefrom; provided, however, that the Servicer or the Special Servicer, as the case may be, shall not be liable
for any such losses attributable to the action or inaction of the Trustee, the Depositor, the Holders of the Class R Certificates
nor for any such losses resulting from misinformation provided by the Trustee, the Certificate Administrator, the Depositor or
the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the case may


 






    	-229-



    	 



    

 


be, has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R Certificates
at law or in equity. 


 


[signature
page follows]


 






    	-230-



    	 



    

 



IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day
and year first above written.



	 	 	 
	 	MORGAN STANLEY CAPITAL I INC., as Depositor
	 	 	 
	 	By:	/s/ Zachary Fischer
	 	 	Name: Zachary Fischer 
	 	 	Title: Vice President




  






 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Servicer and Special Servicer
	 	 	 
	 	By:	/s/ Nachette Hadden
	 	 	Name: Nachette Hadden
	 	 	Title:   Director



  


 


	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
as Trustee and Certificate Administrator
	 	 	 
	 	By:	/s/ Edwin J. Janis
	 	 	Name: EDWIN J. JANIS
	 	 	Title:   VICE PRESIDENT



 


MSJP 2015-HAUL – Trust and
Servicing Agreement


 



    	 



    	 



    
 


	STATE OF New York	)	 
	 	)	ss:
	COUNTY OF New York	)	 




 


On this 9th
day of October 2015, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and
sworn, personally appeared Zachary Fischer, to me known who, by me duly sworn, did depose and acknowledge before me and say
that s/he resides at New York, New York; that s/he is the Vice President of Morgan Stanley Capital I Inc. a
Corporation, the entity described in and that executed the foregoing instrument; and that s/he signed her/his name thereto
under authority of the board of directors of said entity and on behalf of such entity.


 


WITNESS my hand and seal
hereto affixed the day and year first above written.


 




	 	 	/s/ Matthew A. Bavoso
	 	 	NOTARY PUBLIC in and for the
	 	 	State of New York
	[SEAL]	 	 
	 	 	 
	My Commission expires:	 	 
	 	 	 
	 	 	 
	MATTHEW A. BAVOSO
 Notary Public State of New York
 No. 02BA6276232
 Qualified in New York County 
 Commission Expires 02/11/2017	 	 




 


MSJP 2015-HAUL – Trust and
Servicing Agreement


 



    	 



    	 



    
 

	STATE OF NORTH CAROLINA	)	 
	 	):	ss.
	COUNTY OF MECKLENBURG	)	 



 


On this 12 day of October, 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 Wells Fargo Bank, National Association, a national banking association, that executed the within
and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said entity, for
the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument, and that by her
signature on the instrument the entity upon behalf of which she acted, executed the instrument.


 

	 	/s/
    Erica L. Smith 
	 	Notary
	 	Name: 
		 
	My Commission expires: July 15, 2017	 
	 	 
	ERICA L. SMITH	 
	NOTARY PUBLIC	 
	Gaston County	 
	North Carolina	 
	My Commission Expires 7/15/2017	 





 


MSJP 2015-HAUL
-  Trust and Servicing Agreement


 



    	 



    	 



    


 


	STATE OF Illinois	)	 
	 	)	ss:
	COUNTY OF Cook	)	 


 

On this 8th
day of October 2015, before me, the undersigned, a Notary Public in and for the State of Illinois, duly commissioned and
sworn, personally appeared Edwin J. Janis, to me known who, by me duly sworn, did depose and acknowledge before me and say
that s/he resides at Chicago, Illinois; that s/he is the Vice President of US Bank National Association, a
national banking association, the entity described in and that executed the foregoing instrument; and that s/he signed her/his name thereto
under authority of the board of directors of said entity and on behalf of such entity.


 


WITNESS my hand and seal
hereto affixed the day and year first above written.


 

	OFFICIAL SEAL	 	/s/ Mary Ann R Turbak
	MARY ANN R TURBAK	 	NOTARY PUBLIC in and for the
	Notary Public - State of
    Illinois	 	State of Illinois
	My Commission Expires Jun 3, 2016	 	
	 	 	
	[SEAL]	 	
	 	 	
	My Commission expires:	 	
	 	 	 
	6/3/16	 	 




 


MSJP 2015-HAUL – Trust and
Servicing Agreement


 



    	 



    	 



    



 



EXHIBIT A-1


 


FORM OF CLASS A CERTIFICATES


 


CLASS A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE LOAN SPONSOR, THE GUARANTOR, THE BORROWERS, THE SERVICER, THE SPECIAL SERVICER,
THE CERTIFICATE





 





 



 





1 Temporary Regulation S Global
Certificate legend.


 


2 Legend required as long
as DTC is the Depository under the Trust and Servicing Agreement.


 


3 Global Certificate legend. 


 






    	



     


    

  


ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) 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 A PERSON PURCHASING 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, (2) IN THE
CASE OF THE REGULAR CERTIFICATES, TO AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED
IN 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” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR (3) IN THE CASE OF THE REGULAR CERTIFICATES, TO AN INSTITUTION THAT IS 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.


 


TRANSFERS AND EXCHANGES
OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST 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 CODE.


 






    	Exhibit A-1-2



    	 



    

  


MSJP 2015-HAUL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-HAUL, CLASS A


 


	Pass-Through Rate:  3.964%	 	 
	 	 	 
	First Distribution Date:  November 5, 2015	 	 
	 	 	 
	Aggregate Initial Certificate Balance of the Class A Certificates as of the Closing Date:  $59,000,000	 	Rated Final Distribution Date: September 2047
	 	 	 
	
        Certificate Balance of this Class A Certificate as of the Closing
        Date: $[_____] (subject to the Schedule of Exchanges attached as Schedule A hereto)

         

        CUSIP:     553697
AA14 

                         U6075N AA15

                         553697 AB96

         
	 	 
	ISIN:        US553697AA127

                 USU6075NAA108

                 US553697AB949	 	 
	 	 	 
	No.:  A-[1]	 	 


 


This certifies that
[Cede & Co.]10 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class A Certificates. The Trust Fund consists primarily of four separate promissory
notes held in trust by the Trustee, issued by a special purpose entity and evidencing a fixed-rate mortgage loan (the “Mortgage
Loan”). The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. In the case of any 


 


 






 


4 For Rule 144A Certificates


 


5 For Regulation S Certificates


 


6 For IAI Certificates


 


7 For Rule 144A Certificates


 


8 For Regulation S Certificates


 


9 For IAI Certificates


 


10 For Global Certificate only. 


 






    	Exhibit A-1-3



    	 



    




 


conflict between terms specified in this Certificate
and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing Agreement shall govern.


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust
and Servicing Agreement”), between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association,
as Servicer and Special Servicer, and U.S. Bank National Association, as Certificate Administrator and Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate is a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the
Determination Date, commencing in November 2015 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest and
any Yield Maintenance Premiums then distributable, if any, allocable to the Class A Certificates for such Distribution Date, all
as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five (5) Business Days prior
to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only upon presentment and
surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders
of such final distribution.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 parties thereto.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 






    	Exhibit A-1-4



    	 



    

  


Prior to due presentation
of this Certificate for registration of transfer, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary; provided, however, that to the extent that a party to the Trust and Servicing Agreement
responsible for distributing any report, statement or other information required to be distributed to Certificateholders has been
provided an Investor Certification, such party to the Trust and Servicing Agreement shall distribute such report, statement or
other information to such beneficial owner (or prospective transferee).


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain circumstances specified
in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor,
the Servicer, the Special Servicer, the Certificate Administrator and the Trustee with the written consent of the Holders of Certificates
of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Trust and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the
amendment may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan or
the Companion Loans that are required to be distributed on any Certificate or the Companion Loans, respectively; (2) alter
in any manner the liens on any Collateral securing payments of the Mortgage Loan, (3) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or
Percentage Interests of Certificateholders or the Companion Loan Holders that are required to consent to any action or inaction
under the Trust and Servicing Agreement; or (5) amend the section of the Trust and Servicing Agreement regarding amendment
of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that (i) would cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC for federal income tax purposes (as
may be evidenced by an Opinion of Counsel), (ii) changes in any manner the obligations of each Mortgage Loan Seller under the applicable
Mortgage Loan Purchase Agreement without the consent of the related Mortgage Loan Seller, and the Trustee, Certificate Administrator,
Servicer or Special Servicer may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that
it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, Certificate Administrator,
Servicer or Special Servicer under the Trust and Servicing Agreement or (iii) impairs the rights of a Companion Loan Holder under
the Trust and Servicing Agreement without the consent of such Companion Loan Holder. In addition, no amendment to the Trust and
Servicing Agreement that is materially adverse to the interests of any Initial Purchaser, or of the Companion Loan Holders shall
be effected unless such Initial Purchaser or the Companion


 






    	Exhibit A-1-5



    	 



    

  


Loan Holders, as the case may be, provides written consent to such amendment.
In addition, no amendment may be made to the Trust and Servicing Agreement unless the Trustee, the Certificate Administrator, the
Servicer and the Special Servicer have first received an Opinion of Counsel (at the expense of the party requesting the amendment,
or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting party) to the effect that
the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent have been met and
that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee or any other specified Person in accordance with the amendment, will not result in the imposition of a tax on any portion
of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created thereby (other than the obligation to make certain payments to the Companion
Loan Holders, other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the
final Distribution Date and other than the indemnification rights and obligations of the parties thereto) shall terminate upon
the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of
the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation
of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement,
as applicable) or the liquidation or abandonment of the Properties and all other Collateral for the Mortgage Loan; provided,
however, that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living
on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






    	Exhibit A-1-6



    	 



    

  


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Certificate to be duly executed.


 





Dated:October 15, 2015


	 	 	 	 
	 	 	U.S.
BANK National Association,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:









Certificate of Authentication


 


This is one of the Class
A Certificates referred to in the Trust and Servicing Agreement.


 


Dated:October 15, 2015 





	 	 	 	 
	 	 	U.S.
BANK National Association,

not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 






    	Exhibit A-1-7



    	 



    

   


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:





 


	Date of 

Exchange or

Payment of

 Principal	 	Certificate

Balance

Prior to

Exchange or

Payment	 	Certificate

Balance

Exchanged

or Principal

Payment

Made	 	Type of

Certificate

Exchanged

for	 	Remaining

Certificate

Balance

Following

Such

Exchange or

Payment	 	Notation

Made by
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 




 





    	Exhibit A-1-8



    	 



    

  


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 		 
	 	 		 
	Date: __________________	 	 	 
	 	 	 	 
	 	 	 Signature by or on behalf of Assignor(s):	 
	 	 	 	 
	 	 	 	 
	 	 	Taxpayer Identification Number:	 	 	 






 



    	Exhibit A-1-9



    	 



    










  


DISTRIBUTION INSTRUCTIONS 





 


The Assignee(s) should
include the following for purposes of distribution: 


 


Address of the Assignee(s) for the purpose
of receiving notices and distributions: ________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _______________________________ for the
account of __________________________ account number _________________________.


 


This
information is provided by ____________________________________________ the Assignee (s) named above, or
______________________________________________ as its (their) agent. 





	 	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification
Number:






 









    	Exhibit A-1-10



    	 



    




  


EXHIBIT A-2


 


FORM OF CLASS X-A CERTIFICATES


 


CLASS X-A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]11


 


[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.]12


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]13


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE LOAN SPONSOR, THE GUARANTOR, THE BORROWERS, THE SERVICER, THE SPECIAL SERVICER,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE


 





 



 


11
Temporary Regulation S Global Certificate legend.


 


12 Legend required as long
as DTC is the Depository under the Trust and Servicing Agreement.


 


13 Global Certificate legend.


 



    	Exhibit A-2-1



    	 



    




  


MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS A CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT.


 


THIS CLASS X-A CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) 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 A PERSON PURCHASING 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, (2) IN THE
CASE OF THE REGULAR CERTIFICATES, TO AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED
IN 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” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR (3) IN THE CASE OF THE REGULAR CERTIFICATES, TO AN INSTITUTION THAT IS 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.


 


TRANSFERS AND EXCHANGES
OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST 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


 






    	Exhibit A-2-2



    	 



    

  


CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    	Exhibit A-2-3



    	 



    

 


MSJP 2015-HAUL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-HAUL, CLASS X-A


	 	 	 	 
	Pass-Through Rate:  Variable IO	 	 
	 	 	 
	First Distribution Date:  November 5, 2015	 	 
	 	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates as of the Closing Date:  $59,000,000	 	Rated Final Distribution Date:  September 2047
	 	 	 
	
        Notional Amount of this Class X-A Certificate as of
the Closing Date: $[_____] (subject to the Schedule of Exchanges attached as Schedule A hereto)  
	 	 
	 	 	 	 
	CUSIP:	553697
AC714

U6075N
AB915

553697 AD516	 	 
	 	 	 	 
	ISIN:	US553697AC7717

USU6075NAB9218

US553697AD5019	 	 
		 	 
	No.:  X-A-[1]	 	 








   


This certifies that
[Cede & Co.]20 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class X-A Certificates. The Trust Fund consists primarily of four separate promissory
notes held in trust by the Trustee, issued by a special purpose entity and evidencing a fixed-rate mortgage loan (the “Mortgage
Loan”). The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. In the case of any


 





 



 


14 For Rule 144A Certificates


 


15 For Regulation S Certificates


 


16 For IAI Certificates


 


17 For Rule 144A Certificates


 


18 For Regulation S Certificates


 


19 For IAI Certificates


 


20 For Global Certificate only. 


 






    	Exhibit A-2-4



    	 



    

 


conflict between
terms specified in this Certificate and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing
Agreement shall govern.


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust
and Servicing Agreement”), between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association,
as Servicer and Special Servicer, and U.S. Bank National Association, as Certificate Administrator and Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate is a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the
Determination Date, commencing in November 2015 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest and any Yield Maintenance
Premiums then distributable, if any, allocable to the Class X-A Certificates for such Distribution Date, all as more fully described
in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five (5) Business Days prior
to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only upon presentment and
surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders
of such final distribution.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 parties thereto.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 






    	Exhibit A-2-5



    	 



    

  


Prior to due presentation
of this Certificate for registration of transfer, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary; provided, however, that to the extent that a party to the Trust and Servicing Agreement
responsible for distributing any report, statement or other information required to be distributed to Certificateholders has been
provided an Investor Certification, such party to the Trust and Servicing Agreement shall distribute such report, statement or
other information to such beneficial owner (or prospective transferee).


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain circumstances specified
in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor,
the Servicer, the Special Servicer, the Certificate Administrator and the Trustee with the written consent of the Holders of Certificates
of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Trust and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the
amendment may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan or
the Companion Loans that are required to be distributed on any Certificate or the Companion Loans, respectively; (2) alter
in any manner the liens on any Collateral securing payments of the Mortgage Loan, (3) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or
Percentage Interests of Certificateholders or the Companion Loan Holders that are required to consent to any action or inaction
under the Trust and Servicing Agreement; or (5) amend the section of the Trust and Servicing Agreement regarding amendment
of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that (i) would cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC for federal income tax purposes (as
may be evidenced by an Opinion of Counsel), (ii) changes in any manner the obligations of each Mortgage Loan Seller under the applicable
Mortgage Loan Purchase Agreement without the consent of the related Mortgage Loan Seller, and the Trustee, Certificate Administrator,
Servicer or Special Servicer may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that
it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, Certificate Administrator,
Servicer or Special Servicer under the Trust and Servicing Agreement or (iii) impairs the rights of a Companion Loan Holder under
the Trust and Servicing Agreement without the consent of such Companion Loan Holder. In addition, no amendment to the Trust and
Servicing Agreement that is materially adverse to the interests of any Initial Purchaser, or of the Companion Loan Holders shall
be effected unless such Initial Purchaser or the Companion


 






    	Exhibit A-2-6



    	 



    

  


Loan Holders, as the case may be, provides written consent to such amendment.
In addition, no amendment may be made to the Trust and Servicing Agreement unless the Trustee, the Certificate Administrator, the
Servicer and the Special Servicer have first received an Opinion of Counsel (at the expense of the party requesting the amendment,
or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting party) to the effect that
the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent have been met and
that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee or any other specified Person in accordance with the amendment, will not result in the imposition of a tax on any portion
of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created thereby (other than the obligation to make certain payments to the Companion
Loan Holders, other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the
final Distribution Date and other than the indemnification rights and obligations of the parties thereto) shall terminate upon
the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of
the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation
of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement)
or the liquidation or abandonment of the Properties and all other Collateral for the Mortgage Loan; provided, however,
that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date of execution
of the Trust and Servicing Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






    	Exhibit A-2-7



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:October 15, 2015


 





	 	 	 	 
	 	 	U.S.
BANK National Association,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


  


Certificate of Authentication


 


This is one of the Class
X-A Certificates referred to in the Trust and Servicing Agreement.


 


Dated:October 15, 2015


 





	 	 	 	 
	 	 	U.S. BANK National Association,

    not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 






    	Exhibit A-2-8



    	 



    

  


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following exchanges of a part of this
[Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] [Definitive Certificate]
have been made:


 





	Date of

    Exchange	 	Notional

Amount

Prior to

Exchange	 	Notional

Amount

Exchanged	 	Type of

    Certificate

    Exchanged

    for	 	Remaining

Notional

Amount

Following

Such

Exchange	 	Notation

Made by
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 





 



    	Exhibit A-2-9



    	 



    







 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:


 








	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 		 
	 	 		 
	Date: __________________	 	 	 
	 	 	 	 
	 	 	 Signature by or on behalf of Assignor(s):	 
	 	 	 	 
	 	 	 	 
	 	 	Taxpayer Identification Number:	 	 	 





 






    	Exhibit A-2-10



    	 



    

   


DISTRIBUTION INSTRUCTIONS 





 


The Assignee(s) should
include the following for purposes of distribution: 


 


Address of the Assignee(s) for the purpose
of receiving notices and distributions: ________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _______________________________ for the
account of __________________________ account number _________________________.


 


This
information is provided by ____________________________________________ the Assignee (s) named above, or
______________________________________________ as its (their) agent. 





	 	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification
Number:






  






    	Exhibit A-2-11



    	 



    

  


EXHIBIT A-3


 


FORM OF CLASS X-B CERTIFICATES


 


CLASS X-B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]21


 


[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.]22


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]23


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE LOAN SPONSOR, THE GUARANTOR, THE BORROWERS, THE SERVICER, THE SPECIAL SERVICER,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE


 





 



 


21 Temporary Regulation S Global
Certificate legend.


 


22 Legend required as long
as DTC is the Depository under the Trust and Servicing Agreement.


 


23 Global Certificate legend.



 


 






    	Exhibit A-3-1



    	 



    

 


 


MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT.


 


THIS CLASS X-B CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) 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 A PERSON PURCHASING 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, (2) IN THE
CASE OF THE REGULAR CERTIFICATES, TO AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED
IN 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” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR (3) IN THE CASE OF THE REGULAR CERTIFICATES, TO AN INSTITUTION THAT IS 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.


 


TRANSFERS AND EXCHANGES
OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST 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


 






    	Exhibit A-3-2



    	 



    

   


CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    	Exhibit A-3-3



    	 



    




 


MSJP 2015-HAUL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-HAUL, CLASS X-B 


	 	 	 	 
	Pass-Through Rate:  Variable IO	 	 
	 	 	 
	First Distribution Date:  November 5, 2015	 	 
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates as of the Closing Date:  $31,700,000	 	Rated Final Distribution Date:  September 2047
	 	 	 
	
        Notional Amount of this Class X-B Certificate as of
the Closing Date: $[_____] (subject to the Schedule of Exchanges attached as Schedule A hereto)                     
	 	 
	 	 	 	 
	CUSIP:	553697
AE324	 	 
	 	U6075N
AC725	 	 
	 	553697
AF026	 	 
	 	 	 	 
	ISIN:	US553697AE3427	 	 
	 	USU6075NAC7528	 	 
	 	US553697AF0929	 	 
	       	 	 
	No.:  X-B-[1]	 	 





 


This certifies that
[Cede & Co.]30 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class X-B Certificates. The Trust Fund consists primarily of four separate promissory
notes held in trust by the Trustee, issued by a special purpose entity and evidencing a fixed-rate mortgage loan (the “Mortgage
Loan”). The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. In the case of any


 





 









 


24 For Rule 144A Certificates


 


25 For Regulation S Certificates


 


26 For IAI Certificates


 


27 For Rule 144A Certificates


 


28 For Regulation S Certificates


 


29 For IAI Certificates


 


30 For Global Certificate
only.


 






    	Exhibit A-3-4



    	 



    

  


conflict between terms specified in this Certificate
and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing Agreement shall govern.


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust
and Servicing Agreement”), between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association,
as Servicer and Special Servicer, and U.S. Bank National Association, as Certificate Administrator and Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate is a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the
Determination Date, commencing in November 2015 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest and any Yield Maintenance
Premiums then distributable, if any, allocable to the Class X-B Certificates for such Distribution Date, all as more fully described
in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five (5) Business Days prior
to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only upon presentment and
surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders
of such final distribution.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 parties thereto.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 






    	Exhibit A-3-5



    	 



    

 





Prior to due presentation
of this Certificate for registration of transfer, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary; provided, however, that to the extent that a party to the Trust and Servicing Agreement
responsible for distributing any report, statement or other information required to be distributed to Certificateholders has been
provided an Investor Certification, such party to the Trust and Servicing Agreement shall distribute such report, statement or
other information to such beneficial owner (or prospective transferee).


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain circumstances specified
in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor,
the Servicer, the Special Servicer, the Certificate Administrator and the Trustee with the written consent of the Holders of Certificates
of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Trust and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the
amendment may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan or
the Companion Loans that are required to be distributed on any Certificate or the Companion Loans, respectively; (2) alter
in any manner the liens on any Collateral securing payments of the Mortgage Loan, (3) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or
Percentage Interests of Certificateholders or the Companion Loan Holders that are required to consent to any action or inaction
under the Trust and Servicing Agreement; or (5) amend the section of the Trust and Servicing Agreement regarding amendment
of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that (i) would cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC for federal income tax purposes (as
may be evidenced by an Opinion of Counsel), (ii) changes in any manner the obligations of each Mortgage Loan Seller under the applicable
Mortgage Loan Purchase Agreement without the consent of the related Mortgage Loan Seller, and the Trustee, Certificate Administrator,
Servicer or Special Servicer may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that
it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, Certificate Administrator,
Servicer or Special Servicer under the Trust and Servicing Agreement or (iii) impairs the rights of a Companion Loan Holder under
the Trust and Servicing Agreement without the consent of such Companion Loan Holder. In addition, no amendment to the Trust and
Servicing Agreement that is materially adverse to the interests of any Initial Purchaser, or of the Companion Loan Holders shall
be effected unless such Initial Purchaser or the Companion


 






    	Exhibit A-3-6



    	 



    

  


Loan Holders, as the case may be, provides written consent to such amendment.
In addition, no amendment may be made to the Trust and Servicing Agreement unless the Trustee, the Certificate Administrator, the
Servicer and the Special Servicer have first received an Opinion of Counsel (at the expense of the party requesting the amendment,
or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting party) to the effect that
the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent have been met and
that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee or any other specified Person in accordance with the amendment, will not result in the imposition of a tax on any portion
of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created thereby (other than the obligation to make certain payments to the Companion
Loan Holders, other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the
final Distribution Date and other than the indemnification rights and obligations of the parties thereto) shall terminate upon
the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of
the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation
of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement)
or the liquidation or abandonment of the Properties and all other Collateral for the Mortgage Loan; provided, however,
that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date of execution
of the Trust and Servicing Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






    	Exhibit A-3-7



    	 



    

  


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:October 15, 2015


 





	 	 	 	 
	 	 	U.S. BANK National Association,
    

    not in its individual capacity but solely as Certificate Administrator 
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


  


Certificate of Authentication


 


This is one of the Class
X-B Certificates referred to in the Trust and Servicing Agreement.


 


Dated:October 15, 2015


 





	 	 	 	 
	 	 	U.S. BANK National Association,
    

    not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:





 






    	Exhibit A-3-8



    	 



    

 





SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following exchanges of a part of this
[Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] [Definitive Certificate]
have been made:


 





	Date of

Exchange	 	Notional

Amount

Prior
    to

Exchange	 	Notional

Amount

Exchanged	 	Type of

Certificate

Exchanged

for	 	Remaining

Notional

Amount

Following

Such

Exchange	 	Notation

Made by
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 






    	Exhibit A-3-9



    	 



    

  


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address: 








	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 		 
	 	 		 
	Date: __________________	 	 	 
	 	 	 	 
	 	 	 Signature by or on behalf of Assignor(s):	 
	 	 	 	 
	 	 	 	 
	 	 	Taxpayer Identification Number:	 	 	 


 






    	Exhibit A-3-10



    	 



    

  





DISTRIBUTION INSTRUCTIONS 





 


The Assignee(s) should
include the following for purposes of distribution: 


 


Address of the Assignee(s) for the purpose
of receiving notices and distributions: ________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _______________________________ for the
account of __________________________ account number _________________________.


 


This
information is provided by ____________________________________________ the Assignee (s) named above, or
______________________________________________ as its (their) agent.  





	 	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification
Number:






  






    	Exhibit A-3-11



    	 



    

  


EXHIBIT A-4


 


FORM OF CLASS B CERTIFICATES


 


CLASS B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]31


 


[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.]32


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]33


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE LOAN SPONSOR, THE GUARANTOR, THE BORROWERS, THE SERVICER, THE SPECIAL SERVICER,
THE CERTIFICATE


 


 



 


31 Temporary Regulation S
Global Certificate legend.


 


32 Legend required as long
as DTC is the Depository under the Trust and Servicing Agreement.


 


33 Global Certificate legend.




 






    	Exhibit A-4-1



    	 



    

  


ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) 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 A PERSON PURCHASING 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, (2) IN THE
CASE OF THE REGULAR CERTIFICATES, TO AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED
IN 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” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR (3) IN THE CASE OF THE REGULAR CERTIFICATES, TO AN INSTITUTION THAT IS 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.


 


THIS CLASS B CERTIFICATE IS SUBORDINATED
TO CERTAIN OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


TRANSFERS AND EXCHANGES
OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 






    	Exhibit A-4-2



    	 



    

 


 


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 CODE.


 



    	Exhibit A-4-3



    	 



    




  


MSJP 2015-HAUL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-HAUL, CLASS B 


	 	 	 	 
	Pass-Through Rate:  4.451%	 	 
	 	 	 
	First Distribution Date:  November 5, 2015	 	 
	 	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates as of the Closing Date:  $31,700,000	 	Rated Final Distribution Date: September 2047
	 	 	 
	
        Certificate Balance of this Class B Certificate as
of the Closing Date: $[_____] (subject to the Schedule of Exchanges attached as Schedule A hereto)

 
	 	 
	CUSIP:	553697
AG834	 	 
	 	U6075N
AD535	 	 
	 	553697 AH636	 	 
	 	 	 	 
	ISIN:	US553697AG8137	 	 
	 	USU6075NAD5838	 	 
	 	US553697AH6439	 	 
	 	 	 	 
	No.:  B-[1]              	 	 


 


This certifies that [Cede
& Co.]40 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of four separate promissory
notes held in trust by the Trustee, issued by a special purpose entity and evidencing a fixed-rate mortgage loan (the “Mortgage
Loan”). The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. In the case of any





 





 



 


34 For Rule 144A Certificates


 


35 For Regulation S Certificates


 


36 For IAI Certificates


 


37 For Rule 144A Certificates


 


38 For Regulation S Certificates


 


39 For IAI Certificates


 


40 For Global Certificate
only.



 


 






    	Exhibit A-4-4



    	 



    

 


 


conflict between terms specified in this Certificate
and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing Agreement shall govern.


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust
and Servicing Agreement”), between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association,
as Servicer and Special Servicer, and U.S. Bank National Association, as Certificate Administrator and Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate is a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the
Determination Date, commencing in November 2015 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest and
any Yield Maintenance Premiums then distributable, if any, allocable to the Class B Certificates for such Distribution Date, all
as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five (5) Business Days prior
to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only upon presentment and
surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders
of such final distribution.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 parties thereto.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 






    	Exhibit A-4-5



    	 



    

  


Prior to due presentation
of this Certificate for registration of transfer, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary; provided, however, that to the extent that a party to the Trust and Servicing Agreement
responsible for distributing any report, statement or other information required to be distributed to Certificateholders has been
provided an Investor Certification, such party to the Trust and Servicing Agreement shall distribute such report, statement or
other information to such beneficial owner (or prospective transferee).


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain circumstances specified
in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor,
the Servicer, the Special Servicer, the Certificate Administrator and the Trustee with the written consent of the Holders of Certificates
of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Trust and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the
amendment may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan or
the Companion Loans that are required to be distributed on any Certificate or the Companion Loans, respectively; (2) alter
in any manner the liens on any Collateral securing payments of the Mortgage Loan, (3) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or
Percentage Interests of Certificateholders or the Companion Loan Holders that are required to consent to any action or inaction
under the Trust and Servicing Agreement; or (5) amend the section of the Trust and Servicing Agreement regarding amendment
of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that (i) would cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC for federal income tax purposes (as
may be evidenced by an Opinion of Counsel), (ii) changes in any manner the obligations of each Mortgage Loan Seller under the applicable
Mortgage Loan Purchase Agreement without the consent of the related Mortgage Loan Seller, and the Trustee, Certificate Administrator,
Servicer or Special Servicer may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that
it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, Certificate Administrator,
Servicer or Special Servicer under the Trust and Servicing Agreement or (iii) impairs the rights of a Companion Loan Holder under
the Trust and Servicing Agreement without the consent of such Companion Loan Holder. In addition, no amendment to the Trust and
Servicing Agreement that is materially adverse to the interests of any Initial Purchaser, or of the Companion Loan Holders shall
be effected unless such Initial Purchaser or the Companion


 






    	Exhibit A-4-6



    	 



    

  


Loan Holders, as the case may be, provides written consent to such amendment.
In addition, no amendment may be made to the Trust and Servicing Agreement unless the Trustee, the Certificate Administrator, the
Servicer and the Special Servicer have first received an Opinion of Counsel (at the expense of the party requesting the amendment,
or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting party) to the effect that
the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent have been met and
that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee or any other specified Person in accordance with the amendment, will not result in the imposition of a tax on any portion
of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created thereby (other than the obligation to make certain payments to the Companion
Loan Holders, other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the
final Distribution Date and other than the indemnification rights and obligations of the parties thereto) shall terminate upon
the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of
the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation
of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement,
as applicable) or the liquidation or abandonment of the Properties and all other Collateral for the Mortgage Loan; provided,
however, that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living
on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






    	Exhibit A-4-7



    	 



    

  


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:October 15, 2015


 





	 	 	 	 
	 	 	U.S.
BANK National Association,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


  


Certificate of Authentication


 


This is one of the Class
B Certificates referred to in the Trust and Servicing Agreement.


 


Dated:October 15, 2015


 





	 	 	 	 
	 	 	U.S.
BANK National Association,

not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 






    	Exhibit A-4-8



    	 



    

  


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 





	Date of

Exchange or

Payment of

Principal	 	Certificate

Balance

Prior to

Exchange or

Payment	 	Certificate

Balance

Exchanged

or Principal

Payment

Made	 	Type of

Certificate

Exchanged

for	 	Remaining

Certificate

Balance

Following

Such

Exchange or

Payment	 	Notation

Made by
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 






    	Exhibit A-4-9



    	 



    

  


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 		 
	 	 		 
	Date: __________________	 	 	 
	 	 	 	 
	 	 	 Signature by or on behalf of Assignor(s):	 
	 	 	 	 
	 	 	 	 
	 	 	Taxpayer Identification Number:	 	 	 





 






    	Exhibit A-4-10



    	 



    

 





DISTRIBUTION INSTRUCTIONS 





 


The Assignee(s) should
include the following for purposes of distribution: 


 


Address of the Assignee(s) for the purpose
of receiving notices and distributions: ________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _______________________________ for the
account of __________________________ account number _________________________.


 


This
information is provided by ____________________________________________ the Assignee (s) named above, or
______________________________________________ as its (their) agent.  





	 	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification
Number:






  






    	Exhibit A-4-11



    	 



    

  


EXHIBIT A-5


 


FORM OF CLASS C CERTIFICATES


 


CLASS C


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]41


 


[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.]42


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]43


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE LOAN SPONSOR, THE GUARANTOR, THE BORROWERS, THE SERVICER, THE SPECIAL SERVICER,
THE CERTIFICATE


 





 






 


41 Temporary Regulation S Global
Certificate legend.


 


42 Legend required as long
as DTC is the Depository under the Trust and Servicing Agreement.


 


43 Global Certificate legend.



 






    	Exhibit A-5-1



    	 



    

  


ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) 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 A PERSON PURCHASING 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, (2) IN THE CASE OF THE
REGULAR CERTIFICATES, TO AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED IN 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” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, OR (3) IN THE CASE OF THE REGULAR CERTIFICATES, TO AN INSTITUTION THAT IS 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.


 


THIS CLASS C CERTIFICATE IS SUBORDINATED
TO CERTAIN OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


TRANSFERS AND EXCHANGES
OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 






    	Exhibit A-5-2



    	 



    

 





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 CODE.


 






    	Exhibit A-5-3



    	 



    

  


MSJP 2015-HAUL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-HAUL, CLASS C 


	 	 	 	 
	Pass-Through Rate:  Net Mortgage Rate	 	 
	 	 	 
	First Distribution Date:  November 5, 2015	 	 
	 	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates as of the Closing Date:  $24,300,000	 	Rated Final Distribution Date: September 2047
	 	 	 
	
        Certificate Balance of this Class C Certificate as
of the Closing Date: $[_____] (subject to the Schedule of Exchanges attached as Schedule A hereto)

         
	 	 
	CUSIP:	553697
AJ244	 	 
	 	U6075N AE345	 	 
	 	 553697 AK946	 	 
	 	 	 	 
	ISIN:	US553697AJ2147	 	 
	 	USU6075NAE3248	 	 
	 	US553697AK9349	 	 
	 	 	 	 
	No.:  C-[1]	 	 


 


This certifies that
[Cede & Co.]50 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class C Certificates. The Trust Fund consists primarily of four separate promissory
notes held in trust by the Trustee, issued by a special purpose entity and evidencing a fixed-rate mortgage loan (the “Mortgage
Loan”). The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. In the case of any


 





 






 


44 For Rule 144A Certificates


 


45 For Regulation S Certificates


 


46 For IAI Certificates


 


47 For Rule 144A Certificates


 


48 For Regulation S Certificates


 


49 For IAI Certificates


 


50 For Global Certificate
only.






 






    	Exhibit A-5-4



    	 



    

  


conflict between terms specified in this Certificate
and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing Agreement shall govern.


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust
and Servicing Agreement”), between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association,
as Servicer and Special Servicer, and U.S. Bank National Association, as Certificate Administrator and Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate is a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the
Determination Date, commencing in November 2015 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest and
any Yield Maintenance Premiums then distributable, if any, allocable to the Class C Certificates for such Distribution Date, all
as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five (5) Business Days prior
to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only upon presentment and
surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders
of such final distribution.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 parties thereto.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 






    	Exhibit A-5-5



    	 



    

  


Prior to due presentation
of this Certificate for registration of transfer, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary; provided, however, that to the extent that a party to the Trust and Servicing Agreement
responsible for distributing any report, statement or other information required to be distributed to Certificateholders has been
provided an Investor Certification, such party to the Trust and Servicing Agreement shall distribute such report, statement or
other information to such beneficial owner (or prospective transferee).


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain circumstances specified
in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor,
the Servicer, the Special Servicer, the Certificate Administrator and the Trustee with the written consent of the Holders of Certificates
of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Trust and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the
amendment may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan or
the Companion Loans that are required to be distributed on any Certificate or the Companion Loans, respectively; (2) alter
in any manner the liens on any Collateral securing payments of the Mortgage Loan, (3) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or
Percentage Interests of Certificateholders or the Companion Loan Holders that are required to consent to any action or inaction
under the Trust and Servicing Agreement; or (5) amend the section of the Trust and Servicing Agreement regarding amendment
of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that (i) would cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC for federal income tax purposes (as
may be evidenced by an Opinion of Counsel), (ii) changes in any manner the obligations of each Mortgage Loan Seller under the applicable
Mortgage Loan Purchase Agreement without the consent of the related Mortgage Loan Seller, and the Trustee, Certificate Administrator,
Servicer or Special Servicer may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that
it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, Certificate Administrator,
Servicer or Special Servicer under the Trust and Servicing Agreement or (iii) impairs the rights of a Companion Loan Holder under
the Trust and Servicing Agreement without the consent of such Companion Loan Holder. In addition, no amendment to the Trust and
Servicing Agreement that is materially adverse to the interests of any Initial Purchaser, or of the Companion Loan Holders shall
be effected unless such Initial Purchaser or the Companion


 






    	Exhibit A-5-6



    	 



    

  


Loan Holders, as the case may be, provides written consent to such amendment.
In addition, no amendment may be made to the Trust and Servicing Agreement unless the Trustee, the Certificate Administrator, the
Servicer and the Special Servicer have first received an Opinion of Counsel (at the expense of the party requesting the amendment,
or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting party) to the effect that
the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent have been met and
that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee or any other specified Person in accordance with the amendment, will not result in the imposition of a tax on any portion
of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created thereby (other than the obligation to make certain payments to the Companion
Loan Holders, other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the
final Distribution Date and other than the indemnification rights and obligations of the parties thereto) shall terminate upon
the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of
the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation
of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement,
as applicable) or the liquidation or abandonment of the Properties and all other Collateral for the Mortgage Loan; provided,
however, that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living
on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






    	Exhibit A-5-7



    	 



    

  


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:October 15, 2015


 





	 	 	 	 
	 	 	U.S.
BANK National Association,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


  


Certificate of Authentication


 


This is one of the Class
C Certificates referred to in the Trust and Servicing Agreement.





 


Dated:October 15, 2015 





	 	 	 	 
	 	 	U.S.
BANK National Association,

not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 






    	Exhibit A-5-8



    	 



    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 





	Date of 

Exchange or

Payment of

 Principal	 	Certificate

Balance

Prior to

Exchange or

Payment	 	Certificate

Balance

Exchanged

or Principal

Payment

Made	 	Type of

Certificate

Exchanged

for	 	Remaining

Certificate

Balance

Following

Such

Exchange or

Payment	 	Notation

Made by
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


 



    	Exhibit A-5-9



    	 



    




 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address: 





 


	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 		 
	 	 		 
	Date: __________________	 	 	 
	 	 	 	 
	 	 	 Signature by or on behalf of Assignor(s):	 
	 	 	 	 
	 	 	 	 
	 	 	Taxpayer Identification Number:	 	 	 





 






    	Exhibit A-5-10



    	 



    

  





DISTRIBUTION INSTRUCTIONS 





 


The Assignee(s) should
include the following for purposes of distribution: 


 


Address of the Assignee(s) for the purpose
of receiving notices and distributions: ________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _______________________________ for the
account of __________________________ account number _________________________.


 


This
information is provided by ____________________________________________ the Assignee (s) named above, or
______________________________________________ as its (their) agent.  





	 	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification
Number:






  



    	Exhibit A-5-11



    	 



    



 


EXHIBIT A-6


 


FORM OF CLASS D CERTIFICATES


 


CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]51


 


[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.]52


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]53


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE LOAN SPONSOR, THE GUARANTOR, THE BORROWERS, THE SERVICER, THE SPECIAL SERVICER,
THE CERTIFICATE


 


 



 


51 Temporary Regulation S Global
Certificate legend.


 


52 Legend required as long
as DTC is the Depository under the Trust and Servicing Agreement.


 


53 Global Certificate legend.


 



     Exhibit A-6-1


     


    

  


ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) 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 A PERSON PURCHASING 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, (2) IN THE CASE OF THE
REGULAR CERTIFICATES, TO AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED IN 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” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, OR (3) IN THE CASE OF THE REGULAR CERTIFICATES, TO AN INSTITUTION THAT IS 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.


 


THIS CLASS D CERTIFICATE IS SUBORDINATED
TO CERTAIN OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


TRANSFERS AND EXCHANGES
OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 






     Exhibit A-6-2


     


    

 





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 CODE.


 






     Exhibit A-6-3


     


    




 


MSJP 2015-HAUL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-HAUL, CLASS D



	 	 	 	 
	Pass-Through Rate:  Net Mortgage Rate	 	 
	 	 	 
	First Distribution Date:  November 5, 2015	 	 
	 	 	 
	Aggregate Initial Certificate Balance of the Class D Certificates as of the Closing Date:  $32,000,000	 	Rated Final Distribution Date:  September 2047
	 	 	 
	
        Certificate Balance of this Class D Certificate as
of the Closing Date: $[_____] (subject to the Schedule of Exchanges attached as Schedule A hereto)
	 	 
	 	 	 	 
	CUSIP:	553697 AL754

U6075N AF055

553697 AM556	 	 
	 	 	 	 
	ISIN:	US553697AL7657

    USU6075NAF0758

    US553697AM5959	 	 
		 	 
	No.:  D-[1]	 	 


 


This certifies that [Cede
& Co.]60 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class D Certificates. The Trust Fund consists primarily of four separate promissory
notes held in trust by the Trustee, issued by a special purpose entity and evidencing a fixed-rate mortgage loan (the “Mortgage
Loan”). The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. In the case of any


 





 






 


54 For Rule 144A Certificates


 


55 For Regulation S Certificates


 


56 For IAI Certificates


 


57 For Rule 144A Certificates


 


58 For Regulation S Certificates


 


59 For IAI Certificates


 


60 For Global Certificate only.



 






     Exhibit A-6-4


     


    

  


conflict between terms specified in this Certificate
and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing Agreement shall govern.


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust
and Servicing Agreement”), between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association,
as Servicer and Special Servicer, and U.S. Bank National Association, as Certificate Administrator and Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate is a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the
Determination Date, commencing in November 2015 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest and
any Yield Maintenance Premiums then distributable, if any, allocable to the Class D Certificates for such Distribution Date, all
as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five (5) Business Days prior
to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only upon presentment and
surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders
of such final distribution.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 parties thereto.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 






     Exhibit A-6-5


     


    

 





Prior to due presentation
of this Certificate for registration of transfer, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary; provided, however, that to the extent that a party to the Trust and Servicing Agreement
responsible for distributing any report, statement or other information required to be distributed to Certificateholders has been
provided an Investor Certification, such party to the Trust and Servicing Agreement shall distribute such report, statement or
other information to such beneficial owner (or prospective transferee).


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain circumstances specified
in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor,
the Servicer, the Special Servicer, the Certificate Administrator and the Trustee with the written consent of the Holders of Certificates
of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Trust and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the
amendment may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan or
the Companion Loans that are required to be distributed on any Certificate or the Companion Loans, respectively; (2) alter
in any manner the liens on any Collateral securing payments of the Mortgage Loan, (3) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or
Percentage Interests of Certificateholders or the Companion Loan Holders that are required to consent to any action or inaction
under the Trust and Servicing Agreement; or (5) amend the section of the Trust and Servicing Agreement regarding amendment
of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that (i) would cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC for federal income tax purposes (as
may be evidenced by an Opinion of Counsel), (ii) changes in any manner the obligations of each Mortgage Loan Seller under the applicable
Mortgage Loan Purchase Agreement without the consent of the related Mortgage Loan Seller, and the Trustee, Certificate Administrator,
Servicer or Special Servicer may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that
it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, Certificate Administrator,
Servicer or Special Servicer under the Trust and Servicing Agreement or (iii) impairs the rights of a Companion Loan Holder under
the Trust and Servicing Agreement without the consent of such Companion Loan Holder. In addition, no amendment to the Trust and
Servicing Agreement that is materially adverse to the interests of any Initial Purchaser, or of the Companion Loan Holders shall
be effected unless such Initial Purchaser or the Companion


 






     Exhibit A-6-6


     


    

  


Loan Holders, as the case may be, provides written consent to such amendment.
In addition, no amendment may be made to the Trust and Servicing Agreement unless the Trustee, the Certificate Administrator, the
Servicer and the Special Servicer have first received an Opinion of Counsel (at the expense of the party requesting the amendment,
or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting party) to the effect that
the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent have been met and
that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee or any other specified Person in accordance with the amendment, will not result in the imposition of a tax on any portion
of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created thereby (other than the obligation to make certain payments to the Companion
Loan Holders, other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the
final Distribution Date and other than the indemnification rights and obligations of the parties thereto) shall terminate upon
the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of
the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation
of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement,
as applicable) or the liquidation or abandonment of the Properties and all other Collateral for the Mortgage Loan; provided,
however, that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living
on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 



     Exhibit A-6-7


     


    







 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:October 15, 2015


 





	 	 	 	 
	 	 	U.S.
BANK National Association,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:





 


Certificate of Authentication


 


This is one of the Class
D Certificates referred to in the Trust and Servicing Agreement.


 


Dated:October 15, 2015


 





	 	 	 	 
	 	 	U.S.
BANK National Association,

not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


  



     Exhibit A-6-8


     


    







  











SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 





	Date of 

Exchange or

Payment of

 Principal	 	Certificate

Balance

Prior to

Exchange or

Payment	 	Certificate

Balance

Exchanged

or Principal

Payment

Made	 	Type of

Certificate

Exchanged

for	 	Remaining

Certificate

Balance

Following

Such

Exchange or

Payment	 	Notation

Made by
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 






     Exhibit A-6-9


     


    

   


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:






	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 		 
	 	 		 
	Date: __________________	 	 	 
	 	 	 	 
	 	 	 Signature by or on behalf of Assignor(s):	 
	 	 	 	 
	 	 	 	 
	 	 	Taxpayer Identification Number:	 	 	 


 



     Exhibit A-6-10


     


    




 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution: 


 


Address of the Assignee(s) for the purpose
of receiving notices and distributions: ________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _______________________________ for the
account of __________________________ account number _________________________.


 


This
information is provided by ____________________________________________ the Assignee (s) named above, or
______________________________________________ as its (their) agent. 




	 	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	
	 	Taxpayer Identification Number:


   



     Exhibit A-6-11


     


    







  


EXHIBIT A-7


 


FORM OF CLASS E CERTIFICATES


 


CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]61


 


[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.]62


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]63


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE LOAN SPONSOR, THE GUARANTOR, THE BORROWERS, THE SERVICER, THE SPECIAL SERVICER,
THE CERTIFICATE


 


 



 


61 Temporary Regulation S Global
Certificate legend.


 


62 Legend required as long
as DTC is the Depository under the Trust and Servicing Agreement.


 


63 Global Certificate legend.


 











     Exhibit A-7-1


     


    

  


ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) 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 A PERSON PURCHASING 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, (2) IN THE CASE OF THE
REGULAR CERTIFICATES, TO AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED IN 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” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, OR (3) IN THE CASE OF THE REGULAR CERTIFICATES, TO AN INSTITUTION THAT IS 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.


 


THIS CLASS E CERTIFICATE IS SUBORDINATED
TO CERTAIN OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


TRANSFERS AND EXCHANGES
OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 






     Exhibit A-7-2


     


    

  


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 CODE.


 






     Exhibit A-7-3


     


    

  


MSJP 2015-HAUL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-HAUL, CLASS E 


	 	 	 
	Pass-Through Rate: Net Mortgage Rate	 
	 	 
	First Distribution Date:  November 5, 2015	 
	 	 
	Aggregate Initial Certificate Balance of the Class E Certificates as of the Closing Date:  $23,000,000	Rated Final Distribution Date: September 2047
	 	 
	
        Certificate Balance of this Class E Certificate as
of the Closing Date: $[_____] (subject to the Schedule of Exchanges attached as Schedule A hereto) 

         
	 
	CUSIP:	553697 AN364

        U6075N AG865

        553697 AP866	 
	 	 	 
	ISIN: 	US553697AN3367

USU6075NAG8968

US553697AP8069	 
	 	 	 
	No.:  E-[1]	 


 


This certifies that [Cede
& Co.]70 is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class E Certificates. The Trust Fund consists primarily of four separate promissory
notes held in trust by the Trustee, issued by a special purpose entity and evidencing a fixed-rate mortgage loan (the “Mortgage
Loan”). The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. In the case of any


 


 



 


64 For Rule 144A Certificates


 


65 For Regulation S Certificates


 


66 For IAI Certificates


 


67 For Rule 144A Certificates


 


68 For Regulation S Certificates


 


69 For IAI Certificates


 


70 For Global Certificate only.


 











     Exhibit A-7-4


     


    

  


conflict between terms specified in this Certificate
and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing Agreement shall govern.


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust
and Servicing Agreement”), between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association,
as Servicer and Special Servicer, and U.S. Bank National Association, as Certificate Administrator and Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate is a
“regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the
Determination Date, commencing in November 2015 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest and
any Yield Maintenance Premiums then distributable, if any, allocable to the Class E Certificates for such Distribution Date, all
as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five (5) Business Days prior
to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only upon presentment and
surrender of such Certificate at the location that is specified by the Certificate Administrator in the notice to Certificateholders
of such final distribution.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 parties thereto.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 






     Exhibit A-7-5


     


    

  


Prior to due presentation
of this Certificate for registration of transfer, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary; provided, however, that to the extent that a party to the Trust and Servicing Agreement
responsible for distributing any report, statement or other information required to be distributed to Certificateholders has been
provided an Investor Certification, such party to the Trust and Servicing Agreement shall distribute such report, statement or
other information to such beneficial owner (or prospective transferee).


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain circumstances specified
in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor,
the Servicer, the Special Servicer, the Certificate Administrator and the Trustee with the written consent of the Holders of Certificates
of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Trust and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the
amendment may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan or
the Companion Loans that are required to be distributed on any Certificate or the Companion Loans, respectively; (2) alter
in any manner the liens on any Collateral securing payments of the Mortgage Loan, (3) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or
Percentage Interests of Certificateholders or the Companion Loan Holders that are required to consent to any action or inaction
under the Trust and Servicing Agreement; or (5) amend the section of the Trust and Servicing Agreement regarding amendment
of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing Agreement may be made
that (i) would cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC for federal income tax purposes (as
may be evidenced by an Opinion of Counsel), (ii) changes in any manner the obligations of each Mortgage Loan Seller under the applicable
Mortgage Loan Purchase Agreement without the consent of the related Mortgage Loan Seller, and the Trustee, Certificate Administrator,
Servicer or Special Servicer may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement that
it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, Certificate Administrator,
Servicer or Special Servicer under the Trust and Servicing Agreement or (iii) impairs the rights of a Companion Loan Holder under
the Trust and Servicing Agreement without the consent of such Companion Loan Holder. In addition, no amendment to the Trust and
Servicing Agreement that is materially adverse to the interests of any Initial Purchaser, or of the Companion Loan Holders shall
be effected unless such Initial Purchaser or the Companion


 






     Exhibit A-7-6


     


    

  


Loan Holders, as the case may be, provides written consent to such amendment.
In addition, no amendment may be made to the Trust and Servicing Agreement unless the Trustee, the Certificate Administrator, the
Servicer and the Special Servicer have first received an Opinion of Counsel (at the expense of the party requesting the amendment,
or at the Trust Fund’s expense if the Trustee or the Certificate Administrator is the requesting party) to the effect that
the amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent have been met and
that the amendment or the exercise of any power granted to the Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee or any other specified Person in accordance with the amendment, will not result in the imposition of a tax on any portion
of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created thereby (other than the obligation to make certain payments to the Companion
Loan Holders, other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the
final Distribution Date and other than the indemnification rights and obligations of the parties thereto) shall terminate upon
the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of
the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation
of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement,
as applicable) or the liquidation or abandonment of the Properties and all other Collateral for the Mortgage Loan; provided,
however, that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living
on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






     Exhibit A-7-7


     


    

  


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:October 15, 2015


 





	 	 	 	 
	 	 	U.S. BANK National Association,

    not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 


Certificate of Authentication


 


This is one of the Class
E Certificates referred to in the Trust and Servicing Agreement.


 


Dated:October 15, 2015


 





	 	 	 	 
	 	 	U.S.
BANK National Association,

not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


  






     Exhibit A-7-8


     


    

  


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 





	Date of 

Exchange or

Payment of

 Principal	 	Certificate

Balance

Prior to

Exchange or

Payment	 	Certificate

Balance

Exchanged

or Principal

Payment

Made	 	Type of

Certificate

Exchanged

for	 	Remaining

Certificate

Balance

Following

Such

Exchange or

Payment	 	Notation

Made by
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 		 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 






     Exhibit A-7-9


     


    

 


 ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:





	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 		 
	 	 		 
	Date: __________________	 	 	 
	 	 	 	 
	 	 	 Signature by or on behalf of Assignor(s):	 
	 	 	 	 
	 	 	 	 
	 	 	Taxpayer Identification Number:	 	 	 


 






     Exhibit A-7-10


     


    




 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution: 


 


Address of the Assignee(s) for the purpose
of receiving notices and distributions: ________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _______________________________ for the
account of __________________________ account number _________________________.


 


This
information is provided by ____________________________________________ the Assignee (s) named above, or
______________________________________________as its (their) agent. 


	 	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	
	 	Taxpayer Identification Number:


 






     Exhibit A-7-11


     


    

 





Exhibit
A-8


 


FORM OF CLASS R CERTIFICATES


 


CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE LOAN SPONSOR, THE GUARANTOR, THE BORROWERS, THE SERVICER, THE SPECIAL SERVICER,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THIS CERTIFICATE IS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF,
IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, NON-U.S.
TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT
IN THE FORM ATTACHED AS AN EXHIBIT TO THE TRUST AND SERVICING AGREEMENT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO
THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE,
(C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY,
(D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME
WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN
APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO
ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER
PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AB
INITIO AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS


 






     Exhibit A-8-1


     


    

  


CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL
INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED
FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED,
THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE
AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS. THE HOLDER OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT TO ACT AS “TAX MATTERS PERSON” FOR EACH REMIC
THE RESIDUAL INTEREST OF WHICH IS REPRESENTED BY THIS CERTIFICATE 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 TRUST 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 FOR EACH SUCH REMIC.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) 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 A PERSON PURCHASING 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, (2) IN THE CASE OF THE
REGULAR CERTIFICATES, TO AN INSTITUTIONAL INVESTOR THAT IS AN “ACCREDITED INVESTOR” AS SUCH TERM IS DEFINED IN 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” AS SUCH TERM IS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION
D UNDER THE SECURITIES ACT, OR (3) IN THE CASE OF THE REGULAR CERTIFICATES, TO AN INSTITUTION THAT IS 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.


 






     Exhibit A-8-2


     


    

  


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST 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 SERVICER, THE SPECIAL 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.


 






     Exhibit A-8-3


     


    

  


MSJP 2015-HAUL

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-HAUL, CLASS R


 


	Pass-Through Rate:  N/A	Rated Final Distribution Date:  N/A
	 	 
	CUSIP:  553697 AQ6	Percentage Interest of the Class R Certificates:  100%
	 	 
	ISIN: US553697AQ63	 
	 	 
	No.:  R-[1]	 


 


This certifies that [____________]
is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund
with respect to the Class R Certificates. The Trust Fund consists primarily of four separate promissory notes held in trust by
the Trustee, issued by a special purpose entity and evidencing a fixed-rate mortgage loan (the “Mortgage Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. In the case of any conflict between terms specified in this Certificate
and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing Agreement shall govern.


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust
and Servicing Agreement”), between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association,
as Servicer and Special Servicer, and U.S. Bank National Association, as Certificate Administrator and Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Class R Certificate
represents the sole “residual interest” in two “real estate mortgage investment conduits”, as those terms
are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended. Each 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 and 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”.


 






     Exhibit A-8-4


     


    

  


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 parties thereto.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary; provided, however, that to the extent that a party to the Trust and Servicing Agreement
responsible for distributing any report, statement or other information required to be distributed to Certificateholders has been
provided an Investor Certification, such party to the Trust and Servicing Agreement shall distribute such report, statement or
other information to such beneficial owner (or prospective transferee).


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain circumstances
specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the
Depositor, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee with the written consent of the Holders
of Certificates of each Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate
Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates,
except that the amendment may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the
Mortgage Loan or the Companion Loans that are required to be distributed on any Certificate or the Companion Loans, respectively;
(2) alter in any manner the liens on any Collateral securing payments of the Mortgage Loan, (3) alter the obligations
of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of
Voting Rights or Percentage Interests of Certificateholders or the Companion Loan Holders that are required to consent to any
action or inaction under the Trust and Servicing Agreement; or (5) amend the section of the Trust and Servicing Agreement
regarding amendment of the Trust and Servicing Agreement. Notwithstanding the foregoing, no amendment to the Trust and Servicing
Agreement may be made that (i) would cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a


 






     Exhibit A-8-5


     


    

  


REMIC for federal income
tax purposes (as may be evidenced by an Opinion of Counsel), (ii) changes in any manner the obligations of each Mortgage Loan
Seller under the applicable Mortgage Loan Purchase Agreement without the consent of the related Mortgage Loan Seller, and the
Trustee, Certificate Administrator, Servicer or Special Servicer may, but will not be obligated to, enter into any amendment to
the Trust and Servicing Agreement that it determines affects its rights, duties or immunities or creates any additional liability
for the Trustee, Certificate Administrator, Servicer or Special Servicer under the Trust and Servicing Agreement or (iii) impairs
the rights of a Companion Loan Holder under the Trust and Servicing Agreement without the consent of such Companion Loan Holder.
In addition, no amendment to the Trust and Servicing Agreement that is materially adverse to the interests of any Initial Purchaser,
or of the Companion Loan Holders shall be effected unless such Initial Purchaser or the Companion Loan Holders, as the case may
be, provides written consent to such amendment. In addition, no amendment may be made to the Trust and Servicing Agreement unless
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer have first received an Opinion of Counsel (at
the expense of the party requesting the amendment, or at the Trust Fund’s expense if the Trustee or the Certificate Administrator
is the requesting party) to the effect that the amendment is authorized or permitted under the Trust and Servicing Agreement and
all conditions precedent have been met and that the amendment or the exercise of any power granted to the Servicer, the Special
Servicer, the Depositor, the Certificate Administrator, the Trustee or any other specified Person in accordance with the amendment,
will not result in the imposition of a tax on any portion of the Trust or cause either the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created thereby (other than the obligation to make certain payments to the Companion
Loan Holders, other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the
final Distribution Date and other than the indemnification rights and obligations of the parties thereto) shall terminate upon
the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of
the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates or (ii) the liquidation
of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement,
as applicable) or the liquidation or abandonment of the Properties and all other Collateral for the Mortgage Loan; provided,
however, that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living
on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


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 


 






     Exhibit A-8-6


     


    

  


Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






     Exhibit A-8-7


     


    

  


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:October 15, 2015


 





	 	 	 	 
	 	 	U.S.
BANK National Association,

not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


  


Certificate of Authentication


 


This is one of the Class
R Certificates referred to in the Trust and Servicing Agreement.


 


Dated:October 15, 2015


 


	 	 	 	 
	 	 	U.S.
BANK National Association,

not in its individual capacity but solely as Authenticating Agent
	 	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:








 






     Exhibit A-8-8


     


    




 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:



	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 		 
	 	 		 
	Date: __________________	 	 	 
	 	 	 	 
	 	 	 Signature by or on behalf of Assignor(s):	 
	 	 	 	 
	 	 	 	 
	 	 	Taxpayer Identification Number:	 	 	 


 






     Exhibit A-8-9


     


    




 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution: 


 


Address of the Assignee(s) for the purpose
of receiving notices and distributions: ________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _______________________________ for the
account of __________________________ account number _________________________.


 


This
information is provided by ____________________________________________ the Assignee (s) named above, or
______________________________________________ as its (their) agent. 


	 	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	
	 	Taxpayer Identification Number:


 






     Exhibit A-8-10


     


    

 




EXHIBIT B


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Mortgage Loan Information
	 	Name of Mortgagor:	
         

         

	Custodian
	 	 	 
	 	Name:	U.S. Bank National Association
	 	Address:	1133 Rankin Street, Suite 100

St. Paul, Minnesota 55116

Attention: Document Custody Services – MSJP 2015-HAUL
	 	Custodian/Certificate 

Administrator 
Mortgage File No.:	
         

         

	Depositor
	 	Name:	Morgan Stanley Capital I Inc.
	 	Address:	
        1585 Broadway

        New York, New York 10036

        
	 	Certificates:	MSJP 2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL


 


The undersigned [Servicer]
[Special Servicer] hereby requests delivery from U.S. Bank National Association, as custodian (the “Custodian”),
for the Holders of MSJP 2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL, of the documents referred to
below (the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have
the meanings given them in the Trust and Servicing Agreement, dated as of October 1, 2015, between Morgan Stanley Capital I Inc.,
as Depositor, Wells Fargo Bank, National Association, as Servicer and Special Servicer, and U.S. Bank National Association, as
Certificate Administrator and Trustee (the “Trust and Servicing Agreement”).


 


( )                          Note
dated [          ], 2015, in the original principal sum of $________, made by
_______, payable to, or endorsed to the order of, the Trustee.


 


( )                          Mortgage(s)
recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _________, State of
___________ in book/reel/docket ___________ of official records at page/image ________.


 


    	Exhibit B-1



    	 



    
 


( )                         Deed
of Trust(s) recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ___________,
State of _______ in book/reel/docket ____________ of official records at page/image.


 


( )                         Deed
to Secure Debt recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ___________,
State of _______ in book/reel/docket ____________ of official records at page/image.


 


( )                         Other
documents, including any amendments, assignments or other assumptions of the Note or Mortgages.


 


( )                            ___________________________


 


( )                            ___________________________


 


( )                            ___________________________


 


( )                            ___________________________


 


The undersigned [Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


 


(1)          Once received,
the [Servicer] [Special Servicer] shall hold and retain possession of the Documents in accordance with the provisions of the Trust
and Servicing Agreement and the Documents will be returned to you, except if the Mortgage Loan (or the related Mortgage Loan Seller
Percentage Interest therein) has been paid in full or repurchased and the proceeds thereof have been remitted to the Collection
Account except as expressly provided in the Trust and Servicing Agreement (in which case the Documents will be retained by us permanently
or, in the case of a repurchase, sent to the designee of each Mortgage Loan Seller, as the case may be), when the need therefor
no longer exists; provided, that in the case of a repurchase of a Mortgage Loan Seller Percentage Interest in the Mortgage Loan
(and not a repurchase of the entire Mortgage Loan), the Documents (other than the related Trust Note(s)) will be returned to you.


 


(2)          The [Servicer]
[Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens, security
interests, charges, writs of attachment or other impositions nor shall the [Servicer] [Special Servicer] assert or seek to assert
any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the Trust and
Servicing Agreement.


 


(3)          The Documents,
coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be earmarked for the account of the
Custodian, and the [Servicer] [Special Servicer] shall keep the Documents separate and distinct from all other property in the
[Servicer’s] [Special Servicer’s] possession, custody or control.


 



    	Exhibit B-2



    	 



    

 


	 	 	 	 
	 	[SERVICER][SPECIAL SERVICER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



Date: _________


 


    	Exhibit B-3



    	 



    


 


EXHIBIT C


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.3(c) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar


111 Fillmore Avenue


St. Paul, Minnesota 55107


Attention: Bondholder
Services – MSJP 2015-HAUL



 


		Re:	MSJP
2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL, Class [__]



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust and Servicing Agreement”), between
Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer and Special Servicer, and U.S.
Bank National Association, as Certificate Administrator and Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear]
[Clearstream]* (Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the
Certificates was not made to a person in the United States;


 


 


 


*  Select appropriate depository.

 


    	Exhibit C-1



    	 



    
 


[(2)         at the time the
buy order was originated, the transferee was an institution outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was an institution outside the United States;]**


 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the Trustee, the Servicer, the
Special Servicer and the Initial Purchasers.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______


 


cc: Morgan Stanley
Capital I Inc.


 

 


 


**   Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    	Exhibit C-2



    	 



    

 

EXHIBIT D


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(d) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar



111 Fillmore Avenue



St. Paul, Minnesota 55107



Attention: Bondholder
Services – MSJP 2015-HAUL


 


		Re:	MSJP
2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL, Class [__] 	 




 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust and Servicing Agreement”), between
Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer and Special Servicer, and U.S.
Bank National Association, as Certificate Administrator and Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and, with respect to transfers made in
reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


 


(1)          the offer of the
Certificates was not made to a person in the United States,


 


    	Exhibit D-1



    	 



    
 

[(2)        at the time the
buy order was originated, the transferee was an institution outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was an institution outside the United States,]*


 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the Trustee, the Servicer, the
Special Servicer and the Initial Purchasers.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Dated: ________


 


cc: Morgan Stanley Capital I Inc.



 

 


 


*   Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    	Exhibit D-2



    	 



    

 

EXHIBIT E


 


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.3(e) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar



111 Fillmore Avenue



St. Paul, Minnesota 55107



Attention: Bondholder
Services – MSJP 2015-HAUL


 


		Re:	MSJP
2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL, Class [__] 	 



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust and Servicing Agreement”), between
Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer and Special Servicer, and U.S.
Bank National Association, as Certificate Administrator and Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such
Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.



 

 


 


*   Select appropriate depository.

 


    	Exhibit E-1



    	 



    

 

We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the Trustee, the Servicer, the
Special Servicer and the Initial Purchasers.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





Dated: _______


 


cc: Morgan Stanley Capital I Inc.


 



    	Exhibit E-2



    	 



    
 

EXHIBIT F


 


FORM OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to

Section 5.3(f) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar



111 Fillmore Avenue



St. Paul, Minnesota 55107



Attention: Bondholder
Services – MSJP 2015-HAUL


 


		Re:	MSJP
2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL, Class [__] 	 




 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust and Servicing Agreement”), between
Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer and Special Servicer, and U.S.
Bank National Association, as Certificate Administrator and Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Trust and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above
issued under the Trust and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the
Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of



 

 


 


* Select, as applicable.

 


    	Exhibit F-1



    	 



    
 


the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Trustee and the Initial Purchasers.



	 	 	 	 
	 	Dated:______________
	 	 	 
		By:	 	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 



    	Exhibit F-2



    	 



    

 

EXHIBIT G


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar



111 Fillmore Avenue



St. Paul, Minnesota 55107



Attention: Bondholder
Services – MSJP 2015-HAUL


 


		Re:	MSJP
2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL, Class [__] 	 




 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust and Servicing Agreement”), between
Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer and Special Servicer, and U.S.
Bank National Association, as Certificate Administrator and Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the
Certificates was not made to a person in the United States;



 

 


 


*   Select appropriate depository.

 


    	Exhibit G-1



    	 



    
 


[(2)        at the time the
buy order was originated, the transferee was an institution outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was an institution outside the United States;]**


 


[(2)        the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)         no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
and


 


(4)         the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Trustee and the Initial Purchasers.



	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



Dated: ________


 


cc: Morgan Stanley Capital I Inc.


 

 


 


**   Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.

 



    	Exhibit G-2



    	 



    
 


EXHIBIT H


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar



111 Fillmore Avenue



St. Paul, Minnesota 55107



Attention: Bondholder
Services – MSJP 2015-HAUL


 


		Re:	MSJP
2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL, Class [__] 	 




 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust and Servicing Agreement”), between
Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer and Special Servicer, and U.S.
Bank National Association, as Certificate Administrator and Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and, with respect to transfers made in
reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


 


(1)         the offer of the
Certificates was not made to a person in the United States,


 


[(2)        at the time the
buy order was originated, the transferee was an institution outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was an institution outside the United States,]*


 

 


 


*   Insert one of these two
provisions, which come from the definition of “offshore transaction” in Regulation S.

 


    	Exhibit 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.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Trustee and the Initial Purchasers.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


Dated: _______


 


cc: Morgan Stanley Capital I Inc.


 



    	Exhibit H-2



    	 



    
 

EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar


111 Fillmore Avenue



St. Paul, Minnesota 55107



Attention: Bondholder
Services – MSJP 2015-HAUL


 


		Re:	MSJP
2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL, Class [__]	 




 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust and Servicing Agreement”), between
Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer and Special Servicer, and U.S.
Bank National Association, as Certificate Administrator and Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of


 



    	Exhibit I-1



    	 



    

 


the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Trustee and the Initial Purchasers.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Morgan Stanley Capital I Inc.


 


    	Exhibit I-2



    	 



    

 

EXHIBIT J-1


 


FORM OF AFFIDAVIT PURSUANT TO 

SECTION 860(E)(e) OF THE INTERNAL REVENUE CODE OF 1986


 


AFFIDAVIT PURSUANT TO

SECTION 860E(e)(4) OF THE

INTERNAL REVENUE CODE OF

1986, AS AMENDED


 


	STATE OF ______________	)	 
	 	)	ss:
	COUNTY OF ____________	)	 



 


                                     ,
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
is acquiring a MSJP 2015-HAUL, Commercial Mortgage Pass-Through Certificate, Series 2015-HAUL, Class R (the “Residual
Certificate”) and, further, that the Purchaser is a Permitted Transferee (as defined in Article 1 of the Trust and Servicing
Agreement, dated as of October 1, 2015 (the “Trust and Servicing Agreement”), entered into between Morgan Stanley
Capital I Inc., as depositor, Wells Fargo Bank, National Association, as servicer and special servicer, and U.S. Bank National
Association, as certificate administrator and trustee), or is acquiring the Residual 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, intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Residual Certificate as they become due and the Purchaser understands that, as
the holder of a Residual Certificates, it may incur liabilities in excess of cash flows generated by the residual interest.


 


5.           That the Purchaser
understands that it may incur tax liabilities with respect to the Residual Certificate in excess of any cash flow generated by
the Residual Certificate.


 


6.           That the Purchaser
will not transfer the Residual 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 (i) has actual knowledge that the requirements set forth in paragraph
3, paragraph 4 or paragraph 7 hereof are not satisfied, (ii) has reason to know does not satisfy the requirements set forth in
paragraph 4 hereof or (iii) has actual knowledge that such person or entity is not a Permitted Transferee or is acting as an agent
(including a broker, nominee or other middleman) for a person or entity that is not a Permitted Transferee.


 


    	Exhibit J-1-1



    	 



    

 

7.            That the Purchaser
is not a Disqualified Non-U.S. Person and is not purchasing the Residual Certificate for the account of, or as an agent (including
as a broker, nominee or other middleman) for, a Disqualified Non-U.S. Person and is otherwise a Permitted Transferee, and attached
hereto is an Internal Revenue Service (“IRS”) Form W-9 (or successor form).


 


8.            That the Purchaser
agrees to such amendments of the Trust and Servicing Agreement as may be required to further effectuate the restrictions on transfer
of the Residual 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. For the purposes hereof, a “disqualified organization”
is any of the following: (a) the United States, a State, or any agency or instrumentality of any of the foregoing (other than an
instrumentality that is a corporation if all of its activities are subject to tax and, except in the case of FHLMC, a majority
of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization
or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the
Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined
in Section 860E(c)(1)) of the Code with respect to the Class R Certificates (except certain farmers’ cooperatives described
in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e) any
other person so designated by the Certificate Registrar based upon an Opinion of Counsel to the effect that any transfer of a Residual
Certificate to such person may cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that
the Certificates are outstanding. The terms “United States,” “State” and “International Organization”
have the meanings set forth in Section 7701 of the Code or successor provisions.


 


9.            That, if a “tax
matters person” is required to be designated with respect to the Upper-Tier REMIC and/or 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 and/or Lower-Tier REMIC pursuant to Section 13.1(h) of the Trust 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 5.3 of the Trust and Servicing Agreement concerning registration
of the transfer and exchange of the Residual Certificate.


 


11.          The Purchaser
will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Person.


 


12.          Check the applicable
paragraph:


 


☐           The
present value of the anticipated tax liabilities associated with holding the Residual Certificate, as applicable, does not exceed
the sum of:


 


    	Exhibit J-1-2



    	 



    

 

(i)          the
present value of any consideration given to the Purchaser to acquire such Residual 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 Residual 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.


 


☐          The
transfer of the Residual 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 Residual 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 Residual 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 Residual 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 Trust and Servicing Agreement.


 


    	Exhibit J-1-3



    	 



    

 

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:	 


 





    	Exhibit J-1-4



    	 



    
 

EXHIBIT J-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


U.S. Bank National Association

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services – MSJP 2015-HAUL


 


		Re:	MSJP 2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL,
Class R



 


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 Trust and Servicing Agreement defined in the attached affidavit) and has no actual knowledge
that the Transferee is not a Permitted Transferee 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 Certificate
by [Transferor] to [Transferee] is or will be to impede the assessment of any tax.


	 	 	 
	 	Very truly yours,
	 	 
	 	[Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 




    	Exhibit J-2-1



    	 



    
 

EXHIBIT J-3


 


FORM OF ERISA REPRESENTATION LETTER


 


[Date]


 


U.S. Bank National Association

111 Fillmore Avenue

St. Paul, Minnesota 55107

Attention: Bondholder Services – MSJP 2015-HAUL


 


Morgan Stanley Capital I Inc.

1585 Broadway

New York, New York 10036

Attention: Stephen Holmes


 


		Re:	MSJP 2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL,
Class R



 


Ladies and Gentlemen:


 


(the “Purchaser”)
intends to purchase from ________ (the “Seller”) [       ]% Percentage Interest
of MSJP 2015-HAUL, Commercial Mortgage Pass-Through Certificates, 2015-HAUL, Class R, CUSIP No. 553697 AQ6 (the “Certificates”),
issued pursuant to the Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust and Servicing Agreement”),
entered into between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as servicer and special
servicer, and U.S. Bank National Association, as certificate administrator and trustee. All capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Trust and Servicing Agreement. The Purchaser hereby certifies, represents
and warrants to, and covenants with, the Depositor, the Certificate Administrator and the Certificate Registrar 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 fiduciary responsibility provisions of 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 in which
such Plans are invested, an insurance company using assets of separate accounts or general accounts which include assets of Plans
(or which are deemed pursuant to ERISA or any Similar Law to include assets of Plans) or other person acting on behalf of any such
Plan or using the assets of any such Plan, other than such an insurance company.


 


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on this       day of ___, 20__.


 


    	Exhibit J-3-1



    	 



    
	 	 	 
	 	Very truly yours,
	 	 
	 	[Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    	Exhibit J-3-2



    	 



    
 

EXHIBIT K-1


 


FORM OF INVESTOR CERTIFICATION


 


[Date]


 


U.S. Bank National Association

190 South LaSalle Street, 7th Floor

MK-IL-SL7C

Chicago, Illinois 60603

Attention: MSJP 2015-HAUL


 


		Re:	MSJP
2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL, Class [__]	 



 


In accordance with
the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust and Servicing
Agreement, dated as of October 1, 2015 (the “Trust and Servicing Agreement”), between Morgan Stanley Capital
I Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer and Special Servicer, and U.S. Bank National Association,
as Certificate Administrator and Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.            The undersigned
is a [[certificateholder] [beneficial owner] [prospective purchaser] of the Class ___ Certificates] [Companion Loan Holder] [party
to an Other Pooling and Servicing Agreement] [Mortgage Loan Seller who has repurchased its respective Mortgage Loan Seller Percentage
Interest in the Mortgage Loan].


 


2.            The undersigned
is not the Guarantor, the Loan Sponsor, the Property Manager or an Affiliate of any of the foregoing, a Borrower (which for purposes
of this Certification includes any owner of any interest, whether legally, beneficially or otherwise, in the Borrowers), or a Borrower
Affiliate, or any agent of any of the foregoing.


 


[3.           The undersigned
is requesting access pursuant to the Trust and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Trust and Servicing Agreement.


 


In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Certificate Administrator, be otherwise disclosed
by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 


    	Exhibit K-1-1



    	 



    
 

The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require
registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.]


 


[4.           If the undersigned
intends to exercise Voting Rights under the Trust and Servicing Agreement, please check one of the following:


 


		___	The undersigned is not the Depositor, the Certificate Administrator, the Trustee, the Guarantor,
the Loan Sponsor, the Property Manager or an Affiliate of any of the foregoing, a Borrower, a Borrower Affiliate, or an agent of
any of the foregoing; and the undersigned [is] [is not] the Servicer, the Special Servicer, or an Affiliate of any of the foregoing;



 


		___	The undersigned is an Affiliate of the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee and hereby certifies to the existence of an Affiliate Ethical Wall between it and the Depositor, the
Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable.]



 


[5.           If the undersigned
intends to become the Controlling Class Representative, exercising any rights of the Controlling Class or receiving Asset Status
Reports or any other information under the Trust and Servicing Agreement (other than the Distribution Date Statement), the undersigned
is not the Guarantor, the Loan Sponsor, the Property Manager or an Affiliate of any of the foregoing, a Borrower (which for purposes
of this paragraph includes any owner of any interest (whether legally, beneficially or otherwise) in the Borrowers), or Borrower
Affiliate, or an agent of any of the foregoing.]


 


6.            The undersigned
shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify the Depositor,
the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.            The undersigned
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.            Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


IN WITNESS WHEREOF,
the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 


	 	[Entity Name]


 



    	Exhibit K-1-2



    	 



    

 


	 	By: 	 


 


	 	Name: 	 


 


	 	Title: 	 


 


	 	Company: 	 


 

	 	Phone: 	 


 




    	Exhibit K-1-3



    	 



    
 

EXHIBIT K-2



FORM OF INVESTOR CERTIFICATION


 


FOR


 


BORROWERS, LOAN SPONSOR, PROPERTY MANAGER
AND THEIR AFFILIATES


 


[Date]


 


U.S. Bank National Association

190 South LaSalle Street, 7th Floor

MK-IL-SL7C

Chicago, Illinois 60603

Attention: MSJP 2015-HAUL

 

		Re:	MSJP
2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL, Class [__]	 



 


In accordance with
the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust and Servicing
Agreement, dated as of October 1, 2015 (the “Trust Agreement”), between Morgan Stanley Capital I Inc., as Depositor,
Wells Fargo Bank, National Association, as Servicer and Special Servicer, and U.S. Bank National Association, as Certificate Administrator
and Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


1.            The undersigned
is a [[certificateholder] [beneficial owner] [prospective purchaser] of the Class ___ Certificates] [Companion Loan Holder] [party
to an Other Pooling and Servicing Agreement] [Mortgage Loan Seller who has repurchased its respective Mortgage Loan Seller Percentage
Interest in the Mortgage Loan].


 


2.            The undersigned
is the Guarantor, the Loan Sponsor, the Property Manager or an Affiliate of any of the foregoing, a Borrower (which for purposes
of this Certification includes any owner of any interest, whether legally, beneficially or otherwise, in the Borrowers), or a Borrower
Affiliate, or any agent of any of the foregoing.


 


3.            The undersigned
is requesting access to the Distribution Date Statement information in accordance with the Trust and Servicing Agreement (the “Information”)
and agrees to keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in
connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or
banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written
consent of the Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part.


 


    	Exhibit K-2-1



    	 



    

 

The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require
registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.            The undersigned
shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify the Depositor,
the Certificate Administrator, the Trustee, the Servicer, the Special Servicer 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 Trust Agreement.


 


IN WITNESS WHEREOF,
the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.



		 


 

		[Entity Name]



 


	 	By: 	 


 


	 	Name: 	 


 


	 	Title: 	 


 


	 	Company: 	 


 

	 	Phone: 	 


 




    	Exhibit K-2-2



    	 



    

 

EXHIBIT K-3



FORM OF FINANCIAL MARKET PUBLISHERS CERTIFICATION


 


(Pursuant to Section 3.21(b) of the Trust
and Servicing Agreement)


 


[Date]


 


This Certification has been prepared
for provision of information to the market data providers listed in the second paragraph below pursuant to the direction of the
Depositor. If you represent a Financial Market Publisher not listed herein and would like access to the information, please contact
U.S. Bank National Association at https://www.usbank.com/abs.


 



In connection with the MSJP 2015-HAUL, Commercial
Mortgage Pass-Through Certificates, Series 2015-HAUL (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


The undersigned is an employee or agent of
[BlackRock Financial Management, Markit, Bloomberg, L.P., Trepp, LLC and Intex Solutions, Inc.] or a market data provider that
has been given access to the Distribution Date Statements, CREFC® reports and supplemental notices on https://www.usbank.com/abs
by request of the Depositor.


 


The undersigned agrees that each time it accesses
https://www.usbank.com/abs, the undersigned is deemed to have recertified that the representation above remains true and
correct.


 


Capitalized terms used but not defined herein
shall have the respective meanings assigned thereto in the agreement pursuant to which the Certificates were issued.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and has caused, or shall be deemed to have caused, its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 


    	Exhibit K-3-1



    	 



    

 


	 	 	 
	 	[______________________]
	 	 
	 	By:	 
			
Name:

Title:

Phone:

E-mail:
	 	 
	 	Dated:



 




    	Exhibit K-3-2



    	 



    


 


EXHIBIT L


 


APPLICABLE SERVICING CRITERIA


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit L, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged
by a Servicer or Special Servicer. 


	 	 	 
	 	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	 
Reference	Criteria	 
	 	 
General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Servicer

    Special Servicer

    Cert. Admin.
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Servicer

                                         Special Servicer

                                         Cert. Admin.

        Custodian
        (if such entity is not also the Cert. Admin.)

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Servicer

        Special
        Servicer

        Cert.
        Admin.

        Trustee1

        Custodian (if such entity is not also the Cert. Admin.)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.2	Cert.
                                         Admin.

        Servicer

        Special
        Servicer

	 	 
Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Servicer

        Special
        Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	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.	Servicer

    Trustee 1


 


 



 


1 Solely in the event that such entity has made an Advance with respect to a Companion Loan.


 


2 The Servicing criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on and after November 23, 2015.


 



    	Exhibit L-1



    	 



    




 


	 	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	 
Reference	Criteria	 
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Servicer

    Special Servicer

    Cert. Admin.
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Servicer

    Special Servicer

    Cert. Admin.
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Servicer

    Special Servicer

    Cert. Admin.
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	Servicer

    Special Servicer

    Cert. Admin.
	 	 
Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Cert.
    Admin.
	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 Cert. Admin.’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.	Servicer

    Special Servicer

    Custodian
	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.	Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the 	Servicer



 



    	Exhibit L-2



    	 



    




 


	 	Servicing Criteria 	applicable
    

Servicing 

Criteria
	 
Reference	Criteria	 
	 	Reporting
    Servicer’s records with respect to an obligor’s unpaid principal balance.	 
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A



 


At all times that the Servicer and the Special
Servicer are the same entity, the Servicer and the Special Servicer may provide a combined assessment of compliance in respect
of their combined responsibilities under Section 1122 of Regulation AB.





 



    	Exhibit L-3



    	 



    




 


EXHIBIT M


 


FORM OF NRSRO CERTIFICATION


 


U.S. Bank National Association


190 South LaSalle Street, 7th Floor

MK-IL-SL7C

Chicago, Illinois 60603

Attention: MSJP 2015-HAUL


 


		Attention:	MSJP 2015-HAUL, Commercial Mortgage Pass-Through Certificates,
Series 2015-HAUL (the “Certificates”)



 


In accordance with the requirements for obtaining
certain information under the Trust and Servicing Agreement, dated as of October 1, 2015 (the “Trust and Servicing Agreement”),
between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National Association, as Servicer and Special Servicer,
and U.S. Bank National Association, as Certificate Administrator and Trustee, executed in connection with the above-referenced
transaction with respect to MSJP 2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.     (a) the undersigned is a Rating Agency;
or (b) the undersigned is an NRSRO that either (x) has provided the Depositor with the appropriate certifications under Exchange
Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is requesting access pursuant to
the Trust and Servicing Agreement to certain information (the “Information”) on the 17g-5 Information Provider’s
Website pursuant to the provisions of the Trust and Servicing Agreement, and agrees that any confidentiality agreement applicable
to the undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date
shall also be applicable to information obtained from the 17g-5 Information Provider’s Website (including without limitation,
to any information received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y) if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by
the provisions of the confidentiality agreement provided by the 17g-5 Information Provider and executed and delivered in connection
with this certification hereto which shall be applicable to it with respect to any information obtained from the 17g-5 Information
Provider’s Website, including any information that is obtained from the section of the 17g-5 Information Provider’s
website that hosts the Depositor’s 17g-5 website related to the Certificates after the Closing Date.


 


2.     The undersigned 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;


 



    	Exhibit M-1



    	 



    




 


3.     The undersigned has access to the Depositor’s
17g-5 website, and any confidentiality agreement applicable to the undersigned with respect to information obtained from the Depositor’s
17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider’s Website; and


 


4.     The undersigned shall be deemed to have
recertified to the provisions herein each time it accesses the 17g-5 Information Provider’s Website.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.






	 	 	 
	 	[NRSRO]
	 	 	 
	 	By: 	 


 


	 	Name: 	 


 


	 	Title: 	 


 


	 	Company: 	 



 



    	Exhibit M-2



    	 



    

 


EXHIBIT N


 


FORM
OF POWER OF ATTORNEY


 


RECORDING REQUESTED BY:


 


{insert address}


	 






SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


U.S. Bank National Association, a national
banking association organized and existing under the laws of the United States and having an office at 190 S. La Salle Street,
MK-IL-SL7C, Chicago, IL 60603, not in its individual capacity but solely as Trustee (“Trustee”), hereby constitutes
and appoints [Wells Fargo Bank, National Association], (“[Special] Servicer”), and in its name, aforesaid Attorney-In-Fact,
by and through any officer appointed by the [Board of Directors] of (“[Special] Servicer”), to execute and acknowledge
in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate for the tasks described in
the items (1) through (11) below; provided however, that the documents described below may only be executed and delivered by such
Attorneys-In-Fact if such documents are required or permitted under the terms of the Trust and Servicing Agreement dated as of
October 1, 2015 (the “Agreement”) by and among Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank, National
Association, as Servicer (in such capacity, the “Servicer”) and Special Servicer (in such capacity, the “Special
Servicer”), and U.S. Bank National Association, as Trustee and Certificate Administrator, on behalf of the MSJP 2015-HAUL,
Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL Trust, and no power is granted hereunder to take any action that
would be adverse to the interests of U.S. Bank National Association.


 


This Limited Power of Attorney is being issued
in connection with [Special] Servicer’s responsibilities to service the mortgage loan (the “Loan”) held by the
Trustee. This Loan is secured by collateral comprised of Mortgages, Deeds of Trust, Deeds to Secure Debt and other forms of Security
instruments (collectively the “Security Instruments”) encumbering any and all real and personal property delineated
therein (the “Property”) and the Notes secured thereby. Capitalized terms used but not defined herein shall have the
respective meanings assigned thereto in the Agreement.


 


1.             Demand, sue for, recover, collect and receive each and
every sum of money, debt, account and interest (which now is, or hereafter shall become due and payable) belonging to or claimed
by the Trustee, and to use or take any lawful means for recovery by legal process or otherwise, including but not limited to the
substitution of trustee serving under a Deed of Trust,


 



    	Exhibit N-1



    	 



    




 


the preparation and issuance of statements of breach, notices of default,
and/or notices of sale, accepting deeds in lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws)
and foreclosing on the properties under the Security Instruments by judicial or non-judicial foreclosure, actions for temporary
restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and all other tort, contractual or other
claims of whatever nature, including execution of any evidentiary affidavits or verifications in support thereof, as may be necessary
or advisable in any bankruptcy action, state or federal suit or any other action.


 


2.             Execute and/or file such documents and take such other
action as is proper and necessary to defend the Trustee in litigation and to resolve any litigation where the Servicer has an obligation
to defend the Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.             Transact business of any kind regarding the Loan.


 


4.             Obtain an interest therein and/or building thereon, as
the Trustee’s act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property
and/or to secure payment of a promissory note or performance of any obligation or agreement.


 


5.             Execute, complete, indorse or file bonds, notes, mortgages,
deeds of trust and other contracts, agreements and instruments regarding the Borrowers and/or the Property, including but not limited
to the execution of estoppel certificates, financing statements, continuation statements, releases, satisfactions, assignments,
loan modification agreements, payment plans, waivers, consents, amendments, forbearance agreements, loan assumption agreements,
subordination agreements, property adjustment agreements, management agreements, listing agreements, purchase and sale agreements
and other instruments pertaining to mortgages or deeds of trust, and execution of deeds and associated instruments, if any, conveying
the Property, in the interest of the Trustee.


 


6.             Endorse on behalf of the undersigned all checks, drafts
and/or other negotiable instruments made payable to the undersigned and draw upon, replace, substitute, release or amend letters
of credit as Property securing the Loan.


 


7.             Execute any document or perform any act described in items
(3), (4), and (5) in connection with the termination of any Trust as necessary to transfer ownership of the affected Loan to the
entity (or its designee or assignee) possessing the right to obtain ownership of the Loan.


 


8.             Such other actions and file such other instruments and
certifications as are reasonably necessary to complete or accomplish the [Special] Servicer’s duties and responsibilities
under the Agreement.


 


9.             Subordinate the lien of a mortgage, deed of trust, or
deed to secure debt (i) for the purpose of refinancing the Loan, where applicable, or (ii) to an easement in favor of a public
utility company or a government agency or unit with powers of eminent domain, including but not limited to the execution of partial
satisfactions and releases and partial reconveyances


 



    	Exhibit N-2



    	 



    




 


reasonably required for such purpose, and the execution or requests to the
trustees to accomplish the same.


 


10.           Convey the Property to the mortgage insurer, or close
the title to the Property to be acquired as real estate owned, or convey title to real estate owned property (“REO Property”).


 


11.           Execute and deliver the following documentation with
respect to the sale of REO Property acquired through a foreclosure or deed-in-lieu of foreclosure, including, without limitation:
listing agreements; purchase and sale agreements; grant / limited or special warranty / quit claim deeds or any other deed, but
not general warranty deeds, causing the transfer of title of the property to a party contracted to purchase same; escrow instructions;
and any and all documents necessary to effect the transfer of REO Property.


 


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do as of [date].


 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


 


The [Special] Servicer hereby agrees to indemnify and hold U.S.
Bank National Association, as Trustee, and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever incurred by reason or result of the misuse of this Limited Power of Attorney by the [Special] Servicer. The foregoing
indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal
of U.S. Bank National Association, as Trustee under the Agreement.


 


This Limited Power of Attorney may not be assigned by the [Special]
Servicer without the consent of U.S. Bank National Association.


 


This Limited Power of Attorney is effective as of the date below
and shall continue to remain in full force and effect until (a) revoked in writing by the Trustee, or (b) the termination, resignation
or removal of the Trustee as trustee of the Trust, or (c) the termination, resignation or removal of the [Special] Servicer as
[special] servicer of the trust.


 



    	Exhibit N-3



    	 



    







 


Witness my hand and seal this __ day of _______, 20__.


	 	 	 	 	 	 
	NO CORPORATE SEAL	 	 
	 	 	U.S. Bank National Association, as Trustee, for MSJP 2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL 
	 	 	 	 
	 	 	By: 	 
	Witness:	 	 	 	, Vice President
	 	 	 
	 	 	By:	 
	Witness:	 	 	 	, Vice President
	 	 	 
	 	 	 
	Attest: 	, Trust Officer	 	 







 



    	Exhibit N-4



    	 



    




 





CORPORATE ACKNOWLEDGMENT


 


State of Illinois


 


County of Cook


 


On this       day of
     , 2015, before me, the undersigned, a Notary Public in and for said County and State,
personally appeared      ,       and      ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within
instrument as Vice President, Vice President and Trust Officer, respectively of U.S. Bank National Association, a national
banking association, and acknowledged to me that such national banking association executed the within instrument pursuant to
its by-laws or a resolution of its Board of Directors.


 


WITNESS my hand and official seal.


 





	Signature: 	 	 	 
	 	 	 
	My commission expires:	 	Document drafted by 
	 	 	 
	 	 	U.S. Bank National Association, as Trustee







 



    	Exhibit N-5



    	 



    




 


EXHIBIT O


 


Additional Form 10-D Disclosure


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 10.4 of the Trust and Servicing Agreement to disclose to each Other Depositor and each
Other 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 Trustee, the Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy
of the Offering Circular (other than information with respect to itself that is set forth in or omitted from the Offering Circular),
in the absence of specific notice to the contrary from the Depositor or any Mortgage Loan Seller. For this Trust and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the 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 Offering Circular.


 





	Item on Form 10-D	Party Responsible
	
        Item 1: Distribution and Pool Performance Information:

        ·     Item
        1121 of Regulation AB (other than information contained in the Distribution Date Statement)

         
	
        ·     Servicer
(only with respect to Item 1121(a)(12) of Regulation AB as to the non-Specially Serviced Mortgage Loan)

        ·     Special
        Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans)

        ·     Certificate
        Administrator

        ·     Depositor

        ·     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)
	
        ·     Servicer
        (as to itself)

        ·     Special
        Servicer (as to itself)

        ·     Certificate
        Administrator (as to itself)

        ·     Trustee
        (as to itself)

        ·     Custodian
        (as to itself) (if such entity is not also the Certificate Administrator)

        ·     Depositor
        (as to itself)

        ·     Any
        other Reporting Servicer (as to itself)

        ·     Trustee/Certificate
        Administrator/ Servicer/Depositor/Special Servicer as to the Trust

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

        ·     Originators
        under Item 1110 of Regulation AB

        ·     Party
        under Item 1100(d)(1) of Regulation











 



    	Exhibit O-1



    	 



    

 


	 	AB

	
        Item 3: Sale of Securities and Use of Proceeds

         
	·     Depositor

	
        Item 4: Defaults Upon Senior Securities

         
	
        ·     Certificate
        Administrator

        ·     Trustee

	
        Item 5: Submission of Matters to a Vote of Security Holders

         
	
        ·     Certificate
        Administrator

        ·     Trustee

        ·     Depositor

	Item 6: Significant Obligors of Pool Assets	
        ·     Depositor

        ·     Sponsor

        ·     Applicable
        Mortgage Loan Seller

        ·     Servicer

	
        Item 7: Significant Enhancement Provider Information

	·     Depositor

	Item 8: Other Information	
        ·     Certificate
        Administrator (including the balances of the Distribution Account and the Interest Reserve Account as of the related Distribution
        Date and the preceding Distribution Date)

        ·     Servicer
        (with respect to the balances of the Foreclosed Property Account (to the extent the related information has been received from
        the Special Servicer as specified in Section 10.4 of the Trust and Servicing Agreement) and the Collection Account as of the related
        Distribution Date and the preceding Distribution Date)

        ·     Special
        Servicer (with respect to the balance of the Foreclosed Property Account as of the related Distribution Date and the preceding
        Distribution Date)

        ·     Any
        other party responsible for Form 8-K Disclosure information (including each applicable Mortgage Loan Seller with respect to Item
        1100(e) of Regulation AB to the extent material to Certificateholders)

	Item 9: Exhibits	
        ·     Certificate
        Administrator

        ·     Depositor

        ·     Servicer

        ·     Special
        Servicer





 



    	Exhibit O-2



    	 



    

 


EXHIBIT P


 


Additional Form 10-K Disclosure


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 10.5 of the Trust and Servicing Agreement to disclose to each Other
Depositor and each Other Certificate Administrator any information described in the corresponding Form 10-K Item described in the
“Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of financial statements required
to be provided in connection with 1112(b) below, possession) of such information (other than information as to itself). Each of
the Certificate Administrator, the Trustee, the Servicer and the Special Servicer (in its capacity as such) shall be entitled to
rely on the accuracy of the Offering Circular (other than information with respect to itself that is set forth in or omitted from
the Offering Circular), in the absence of specific notice to the contrary from the Depositor or any Mortgage Loan Seller. For this
Trust and Servicing Agreement, each of the Certificate Administrator, the Trustee, the 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 Offering Circular.


 





	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments

         

         
	·     Depositor

	Item 9B: Other Information	
        ·     Certificate
        Administrator

        ·     Any
        other party responsible for Form 8-K Disclosure information (including each applicable Mortgage Loan Seller with respect to Item
        1100(e) of Regulation AB to the extent material to Certificateholders)

	Item 15: Exhibits, Financial Statement Schedules	
        ·     Certificate
        Administrator

        ·     Depositor

	
        Additional Item:

         

        Disclosure per Item 1117 of Regulation AB (to the extent material
        to Certificateholders)
	
        ·     Servicer
        (as to itself)

        ·     Special
        Servicer (as to itself)

        ·     Certificate
        Administrator (as to itself)

        ·     Trustee
        (as to itself)

        ·     Custodian
        (as to itself) (if such entity is not also the Certificate Administrator)

        ·     Depositor
        (as to itself)

        ·     Any
        other Reporting Servicer (as to itself)

        ·     Trustee/Certificate
        Administrator/ Servicer/Depositor/Special Servicer as to the Trust

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

        ·     Originators
        under Item 1110 of Regulation





 



    	Exhibit P-1



    	 



    

 





	 	
        AB

        ·     Party
        under Item 1100(d)(1) of Regulation AB

	
        Additional Item:

        Disclosure per Item 1119 of Regulation AB
	
        ·     Servicer
        (as to itself) (to the extent material to Certificateholders and only as to affiliations under Item 1119(a) with the Trustee, the
        Custodian (if such entity is not also the Certificate Administrator), the Certificate Administrator, the Special Servicer, significant
        obligor contemplated by Item 1112, any sub-servicer meeting any of the descriptions in Item 1108(a)(3) or any enhancement or support
        provider contemplated by Items 1114 or 1115)

        ·     Special
        Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under Item 1119(a) with the Trustee,
        the Custodian (if such entity is not also the Certificate Administrator), the Certificate Administrator, the Servicer, significant
        obligor contemplated by Item 1112, any sub-servicer meeting any of the descriptions in Item 1108(a)(3) or any enhancement or support
        provider contemplated by Items 1114 or 1115)

        ·     Certificate
        Administrator (as to itself) (to the extent material to Certificateholders)

        ·     Trustee
        (as to itself) (to the extent material to Certificateholders)

        ·     Custodian
        (as to itself, if such entity is not also the Certificate Administrator) (to the extent material to Certificateholders)

        ·     Depositor
        (as to itself and the Trust)

        ·     Trustee/Certificate
        Administrator/Custodian (if such entity is not also the Certificate Administrator)/ Servicer/Depositor/Special Servicer as to the
        Trust

        ·     Each
        Mortgage Loan Seller as sponsors (as defined in Regulation AB)

        ·     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 1112(b) of Regulation AB
	
        ·     Depositor

        ·     Each
        applicable Mortgage Loan Seller as sponsor (as defined in Regulation AB)








 



    	Exhibit P-2



    	 



    

 





	 	
        ·     Servicer


	
        Additional Item:

        Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB
	
        ·     Depositor

         





 



    	Exhibit P-3



    	 



    




 








EXHIBIT Q


 


Form 8-K Disclosure Information


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 10.7 of the Trust and Servicing Agreement to report to each Other Depositor
and each Other Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in
the “Item on Form 8-K” column to the extent such party has actual knowledge of such information (other than information
as to itself). Each of the Certificate Administrator, the Trustee, the Servicer and the Special Servicer (in its capacity as such)
shall be entitled to rely on the accuracy of the Offering Circular (other than information with respect to itself that is set forth
in or omitted from the Offering Circular), in the absence of specific notice to the contrary from the Depositor or a Seller. For
this Trust and Servicing Agreement, each of the Certificate Administrator, the Trustee, the 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 Offering Circular.


 





	Item on Form 8-K	Party Responsible
	
        Item 1.01- Entry into a Material Definitive Agreement

         

        Disclosure is required regarding entry into or amendment of
        any definitive agreement that is material to the securitization, even if depositor is not a party.

        

        Examples: servicing agreement, custodial agreement.

        

        Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus
	·     Trustee/Certificate Administrator/Custodian (if such entity is not also the Certificate Administrator)/Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party to or entered into on behalf of the Trust)

	
        Item 1.02- Termination of a Material Definitive Agreement

         

        Disclosure is required regarding termination of any definitive
        agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not
        a party.

        

        Examples: servicing agreement, custodial agreement.
	·     Trustee/Certificate Administrator/Custodian (if such entity is not also the Certificate Administrator)/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 1.03- Bankruptcy or Receivership	
        ·     Depositor

        ·     Each
Mortgage Loan Seller 





 



    	Exhibit Q-1



    	 



    

 





	
        Item 2.04- Triggering Events that Accelerate or Increase a Direct
        Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

         

        Includes an early amortization, performance trigger or other
        event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.

         

        Disclosure will be made of events other than waterfall
triggers which are disclosed in the monthly statements to the certificateholders. 
	
        ·     Depositor

        ·     Certificate
Administrator (with respect to an Obligation under an Off-Balance Sheet Arrangement, if any) 

	
        Item 3.03- Material Modification to Rights of Security Holders

         

        Disclosure is required of any material modification
to documents defining the rights of Certificateholders, including the Trust and Servicing Agreement. 
	
        ·     Certificate
Administrator 

	
        Item 5.03- Amendments to Articles of Incorporation or Bylaws;
        Change in Fiscal Year

         

        Disclosure is required of any amendment “to the
governing documents of the issuing entity”. 
	
        ·     Depositor 

	Item 5.06- Change in Shell Company Status	
        ·     Depositor 

	Item 5.07- Submission of Matters to a Vote of Security Holders	
        ·     Certificate
        Administrator

        ·     Trustee

        ·     Depositor 

	Item 6.01- ABS Informational and Computational Material	
        ·     Depositor 

	
        Item 6.02- Change of Servicer or Trustee

         

        Requires disclosure of any removal, replacement, substitution
or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report,
other material servicers or trustee. 
	
        ·     Servicer
        (as to itself or a servicer retained by it)

        ·     Special
        Servicer (as to itself or a servicer retained by it)

        ·     Certificate
        Administrator (as to itself as Certificate Administrator)

        ·     Custodian
(as to itself as Custodian) (if such entity is not also the Certificate Administrator)




 



    	Exhibit Q-2



    	 



    




 











	 	
        ·     Trustee
        (as to Trustee)

        ·     Depositor 

	Reg AB disclosure about any new servicer or master servicer is required.	
        ·     Servicer
or Special Servicer, as applicable (in each case, as to itself, or a sub-servicer retained by it) 

	Reg AB disclosure about any new Trustee is required.	
        ·     Trustee 

	Reg AB disclosure about any new Certificate Administrator is required.	
        ·     Certificate
Administrator 

	Reg AB disclosure about any new Custodian is required.	
        ·     Custodian
(if such entity is not also the Certificate Administrator) 

	Item 6.03- Change in Credit Enhancement or Other External Support	
        ·     Depositor

        ·     Certificate
Administrator 

	Item 6.04- Failure to Make a Required Distribution	
        ·     Certificate
Administrator 

	
        Item 6.05- Securities Act Updating Disclosure

         

        If any material pool characteristic differs by 5% or
more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure
about the actual asset pool.



If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide
the information called for in Items 1108 and 1110 respectively.
	
        ·     Depositor

         

	Item 7.01- Regulation FD Disclosure	
        ·     Depositor 

	
        Item 8.01 – Other Events

         

        Any event, with respect to which information is not
otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. 
	
        ·     Depositor

        ·     Servicer,
Special Servicer and each applicable Mortgage Loan Seller as sponsor (as defined in Regulation AB) 

	Item 9.01 - Financial Statements and Exhibits	
        ·     Responsible
party for reporting/disclosing the financial statement or exhibit 








 



    	Exhibit Q-3



    	 



    




 


EXHIBIT R


 


Additional Disclosure Notification


 


INSTRUCTIONS: 


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO stephen.holmes@morganstanley.com
AND VIA FIRST CLASS MAIL TO MORGAN STANLEY CAPITAL I INC.


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESSES IMMEDIATELY BELOW


 


Morgan Stanley Capital I Inc., as Depositor


1585 Broadway


New York, New York 10036


Attn:Stephen Holmes


Facsimile: (646) 435-2881


Email: stephen.holmes@morganstanley.com


 


[OTHER DEPOSITOR]


 


[OTHER EXCHANGE ACT REPORTING PARTY]


 


		RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



 


Ladies and Gentlemen:


 


In accordance with Section [ ] of the Trust and Servicing Agreement,
dated as of [          ][ ], 2015, among [               ], as [                 ], [             ], as [                 ], [             ], as [                 ] and [ ], as [                 ]. the undersigned, as [              ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 





[With respect to Collection Account and Foreclosed Property
Account balance information:


 


	Account Name	Beginning Balance as of 

MM/DD/YYYY	Ending Balance as of 

MM/DD/YYYY
	Collection Account	 	 
	Foreclosed Property Account	 	 


 


]


 



    	Exhibit R-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:










 



    	Exhibit R-2



    	 



    




 


EXHIBIT S


 


Reporting Servicer Form of Performance
Certification


 


Morgan Stanley Capital I Inc.


1585 Broadway


New York, New York 10036

Attention: Stephen Holmes


 


Re:           MSJP
2015-HAUL, Commercial Mortgage Pass-Through Certificates, Series 2015-HAUL (the “Transaction”), issued pursuant
to the Trust and Servicing Agreement dated as of October 1, 2015 (the “Trust and Servicing Agreement”), executed
in connection with the Transaction.


 


Capitalized terms
used but not defined herein have the meanings set forth in the [Trust and Servicing Agreement] [the Subservicing Agreement, dated
as of [_] (the “Subservicing Agreement”) between [identify parties] or, if not defined in the Subservicing Agreement,
then the meanings set forth in the Trust and Servicing Agreement].





	 	 	 






 


I, [identity of certifying individual],
hereby certify to [Name of Certifying Person(s) for the Sarbanes-Oxley Certification], the Depositor and its officers, directors
and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the
Certification Parties will rely on this Certification in connection with the certification concerning the Trust to be signed by
an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.             I [(or an officer supervised by me)]
have reviewed the report of [servicing] information provided by the [Servicer/Special Servicer/Certificate Administrator/Custodian/Trustee/Sub-Servicer]
required in accordance with the Trust and Servicing Agreement for inclusion in the Annual Report on Form 10-K (“Form 10-K”)
relating to the Trust and all reports of information by the [Servicer/Special Servicer/Certificate Administrator/Custodian/Trustee/Sub-Servicer]
required in accordance with the Trust and Servicing Agreement for inclusion in the Asset-Backed Issuer Distribution Reports on
Form 10-D (“Form 10-D”) relating to the Trust (such reports by the [Servicer/Special Servicer/Certificate Administrator/Custodian/Trustee/Sub-Servicer],
collectively, the “Applicable Periodic Reports”);


 


2.             Based on my knowledge, the Applicable
Periodic Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by the Applicable Periodic Reports;


 


3.             Based on my knowledge, all of the
[distribution], servicing and other information required to be provided in the Applicable Periodic Reports under the provisions
of the [Trust and


 



    	Exhibit S-1



    	 



    




 


Servicing/Subservicing] Agreement for the calendar year ending December 31, [____] is included in the Applicable
Periodic Reports;


 


4.             Based on my knowledge and the compliance
review conducted in preparing the [Servicer/Special Servicer/Certificate Administrator/Custodian/Trustee/Sub-Servicer]’s
compliance statement under Section [10.9] of the [Trust and Servicing/Subservicing] Agreement in connection with Item 1123
of Regulation AB, and except as disclosed in the Applicable Periodic Reports, the [Servicer/Special Servicer/Certificate Administrator/Custodian/Trustee/Sub-Servicer]
has fulfilled its obligations under the [Trust and Servicing/Subservicing] Agreement; and


 


5.             All of the reports on assessment of
compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance
with servicing criteria for asset-backed securities required under the [Trust and Servicing/Subservicing] Agreement to be included
in this certification in connection with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been delivered
in accordance with the [Trust and Servicing/Subservicing] Agreement and included as an exhibit to this certification, except as
otherwise disclosed in this certification. Any material instances of noncompliance required to be described in such reports have
been disclosed in such reports.


 


In giving the certifications above, I have
reasonably relied on information provided to me by the following unaffiliated parties: [name of trustee, custodian, certificate
administrator or other similar party; name of depositor; name of servicer; name of special servicer; name of other sub-servicer].


 


This Certification is being signed by me
as an officer of the [Servicer/Special Servicer/Certificate Administrator/Custodian/Trustee/Sub-Servicer] responsible for reviewing
[or overseeing review of] the activities performed by the [Servicer/Special Servicer/Certificate Administrator/Custodian/Trustee/Sub-Servicer]
under the [Trust and Servicing/Subservicing] Agreement.


 


Date: [___]


		 	 
	 	By	 
	 	 	Name:
	 	 	Title:



 



    	Exhibit S-2



    	 



    







 


Exhibit(s)


 


[List and attach applicable Item 1122 and
Item 1123 reports.]


 



    	Exhibit S-3